<PAGE> 1
    
    As filed with the Securities and Exchange Commission on September 30, 1996

                                   Registration No.
------------------------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                         ----------------
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                         ----------------

                    UNION PACIFIC CORPORATION
     (Exact name of registrant as specified in its charter)
                                
           Utah                                     13-2626465
 (State or other jurisdiction of incorporation    I.R.S. Employer            
          or organization)                        Identification No.

     Eighth and Eaton Avenues
     Bethlehem, Pennsylvania                                18018
     (Address of Principal Executive Offices  )           (Zip Code)
               
               Southern Pacific Rail Corporation
                          Thrift Plan
                       (Full title of plan)
                     
                     RICHARD J. RESSLER, ESQ.
                    Assistant General Counsel
                    UNION PACIFIC CORPORATION
                     Eighth and Eaton Avenues
                  Bethlehem, Pennsylvania  18018
                          (610) 861-3200
(Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                  CALCULATION OF REGISTRATION FEE
===============================================================================
                               Proposed       Proposed       
Title of                       maximum        maximum        
securities        Amount       offering       aggregate      Amount of  
to be             to be        price          offering       registration
registered        registered   per share      price          fee 
-------------------------------------------------------------------------------
<S>               <C>          <C>            <C>            <C>
Common Stock,     200,000      $73.4375       $14,687,500    $5,064.66
Par Value $2.50    Shares         (1)             (1)            
Per Share 
-------------------------------------------------------------------------------
Plan interests      (2)           (2)             (2)           (2)
===============================================================================
<FN>

(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of
     the reported high and low sales price of shares of Common Stock on
     September 24, 1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Southern Pacific Rail
     Corporation Thrift Plan.  These securities have no offering price and
     therefore, pursuant to Rule 457(h)(2), no separate registration fee is
     required.

</TABLE>
<PAGE> 2
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------
       The following documents, as filed by the registrant, Union Pacific
Corporation (the "Company"), or by Southern Pacific Rail Corporation
("Southern Pacific") as noted in Item 3(b), with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement and made a part hereof:

       (a) The Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995, as amended;

       (b) The Southern Pacific Rail Corporation Thrift Plan Annual Report
           on Form 11-K for the year ended December 31, 1995, filed by
           Southern Pacific which was merged with and into a subsidiary of
           the Company, effective September 11, 1996, and upon such
           effectiveness is now a wholly-owned subsidiary of the Company.

       (c) All other reports filed pursuant to Section 13(a) or 15(d) of
           the Securities Exchange Act of 1934, as amended (the "Exchange
           Act") since the end of the fiscal year covered by the Annual
           Report referred to in (a) above; and

       (d) The description of the capital stock of the Company (including
           the Common Stock) that is contained in the Company's 
           Registration Statement filed under the Exchange Act under File
           No. 1-6075, including all amendments or reports filed for the
           purpose of updating such description.

       All reports and other documents subsequently filed by the Company or
the Southern Pacific Rail Corporation Thrift Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.

       The financial statements incorporated by reference in this
Registration Statement from the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, as amended, and from the Plan's Annual Report
on Form 11-K for the year ended December 31, 1995, have been audited by
Deloitte & Touche LLP and KPMG Peat Marwick LLP, respectively, independent
auditors, as stated in their 

<PAGE> 3

reports which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firms given upon their authority as experts in accounting and auditing.

Item 4.   Description of Securities.
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
       The Company is a Utah corporation.  Section 16-10a-901 et seq. of
the Revised Business Corporation Act of Utah grants to a corporation the
power and in certain cases requires corporations to indemnify a person made
a party to a lawsuit or other proceeding because such person is or was a
director or officer.  A corporation is further empowered to purchase
insurance on behalf of any person who is or was a director or officer against
any liability asserted against him or her and incurred by him or her in such
capacity or arising out of his or her status as such capacity.  The Company's
By-Laws provide for mandatory indemnification of its directors, officers and
employees in certain circumstances.  The Company maintains insurance on
behalf of directors and officers against liability asserted against them
arising out of their status as such.

       The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors.  This provision
does not eliminate the liability of a director for (i) the amount of a
financial benefit received by a director to which he or she is not entitled,
(ii) an intentional infliction of harm on the corporation or the shareholders, 
(iii) a violation of Section 16-10a-842 of the Revised Business
Corporation Act of Utah (relating to the liability of directors for unlawful
distributions) or (iv) an intentional violation of criminal law.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
          Not applicable.

<PAGE> 4

Item 8.   Exhibits.
          --------
       The exhibits filed as part of this Registration Statement are as
follows:

Exhibit Number                     Exhibit
--------------                     -------
     23.1      -         Consent of Deloitte & Touche LLP

     23.2      -         Consent of KPMG Peat Marwick LLP

     24        -         Powers of Attorney

       Southern Pacific has received a letter of determination on
February 8, 1996  from the Internal Revenue Service ("IRS") that the Plan, as
amended effective January 1, 1989, was qualified under Section 401(a) of the
Internal Revenue Code, as amended (the "Code").  The Company hereby
undertakes to submit the Plan and any subsequent amendment thereto to the IRS
in a timely manner and to make all changes required by the IRS in order to
maintain the qualification of the Plan under Section 401(a) of the Code.

Item 9.   Undertakings.
          ------------

       (a) The undersigned Company hereby undertakes:

           (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration
           Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of 
               the Securities Act of 1933, as amended (the "Securities Act");

               (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information;

               (iii) To include any material information with 
               respect to the plan of distribution not previously disclosed 
               in the Registration Statement or any material change to such
               information in the Registration Statement;

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
           this Section do not apply if the Registration Statement is on
           Form S-3, Form S-8 or Form F-3, and the information required to
           be included in

<PAGE> 5      
           a post-effective amendment by those paragraphs
           is contained in periodic reports filed with or furnished to the
           Commission by the Company pursuant to Section 13 or Section
           15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement.

           (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be
           deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide
           offering thereof.

           (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain
           unsold at the termination of the offering.

       (b) The undersigned Company hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of
       the Company's Annual Report pursuant to Section 13(a) or Section
       15(d) of the Exchange Act (and, where applicable, each filing of the
       Plan's Annual Report pursuant to Section 15(d) of the Exchange Act)
       that is incorporated by reference in the Registration Statement
       shall be deemed to be a new Registration Statement relating to the
       securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering
       thereof.

       (c) Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling 
       persons of the Company pursuant to the foregoing provisions, or
       otherwise, the Company  has been advised that in the opinion of the
       Commission such indemnification is against public policy as ex-
       pressed in the Securities Act and is, therefore, unenforceable.  In
       the event that a claim for indemnification against such liabilities
       (other than payment by the Company of expenses incurred or paid by
       a director, officer or controlling person of the Company in the
       successful defense of any action, suit or proceeding) is asserted by
       such director, officer or controlling person in connection with the
       securities being registered, the Company will, unless in the opinion
       of its counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question whether
       such indemnification by it is against public policy as expressed in
       the Securities Act and will be governed by the final adjudication of
       such issue.  

<PAGE> 6
                            SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Union
Pacific Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bethlehem, Commonwealth of
Pennsylvania, on this 27th day of September, 1996.


                              UNION PACIFIC CORPORATION


                              By:/s/ Carl W. von Bernuth         
                                 --------------------------------            
                                 Carl W. von Bernuth
                                 Senior Vice President and
                                     General Counsel


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below on this 27th day of
September, 1996, by the following persons in the capacities indicated.


          Signature                          Title
          ---------                          -----


/s/ Drew Lewis                          Chairman of the Board, Chief Executive
-------------------------------         Officer and Director 
      (Drew Lewis)                      (Principal Executive Officer)


/s/ L. White Matthews, III              Executive Vice President - Finance 
-------------------------------         and Director 
   (L. White Matthews, III)             (Principal Financial Officer)
                                        (Principal Accounting Officer)

<PAGE> 7

Philip F. Anschutz       Director  )
Richard B. Cheney        Director  )
E. Virgil Conway         Director  )
Richard K. Davidson      Director  )        By:/s/ Thomas E. Whitaker
Spencer F. Eccles        Director  )           ----------------------
Elbridge T. Gerry, Jr.   Director  )           (Thomas E. Whitaker
William H. Gray, III     Director  )            as Attorney-in-Fact)
Judith Richards Hope     Director  )        
Thomas A. Reynolds, Jr.  Director  )        
Robert W. Roth           Director  ) 
Richard D. Simmons       Director  )


<PAGE> 8
      
      Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bethlehem, 
Commonwealth of Pennsylvania, on this 27th day of September, 1996.


                            SOUTHERN PACIFIC RAIL CORPORATION
                            THRIFT PLAN


                            By:/s/ Ursula F. Fairbairn               
                               --------------------------------------  
                               Ursula F. Fairbairn
                               Named Fiduciary - Plan Administration/
                               Senior Vice President - Human
                               Resources of Union Pacific Corporation





<PAGE> 9
                        INDEX TO EXHIBITS


Exhibit                                                        
Number                        Exhibit                          
------                        -------

  23.1     -        Consent of Deloitte & Touche LLP
  
  23.2     -        Consent of KPMG Peat Marwick LLP

  24       -        Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "SP THRIFT PLAN S-8 TEXT", "secsgml_size_bytes": 16438}]
{"company-data": {"conformed-name": "UNION PACIFIC CORP", "cik": "0000100885", "assigned-sic": "4011", "irs-number": "132626465", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13115", "film-number": "96637452"}, "business-address": {"street1": "MARTIN TOWER", "street2": "EIGHTH AND EATON AVES", "city": "BETHLEHEM", "state": "PA", "zip": "18018", "phone": "6108613200"}}
1
    
    As filed with the Securities and Exchange Commission on September 30, 1996

                                   Registration No.
------------------------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                         ----------------
                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                         ----------------

                    UNION PACIFIC CORPORATION
     (Exact name of registrant as specified in its charter)
                                
           Utah                                     13-2626465
 (State or other jurisdiction of incorporation    I.R.S. Employer            
          or organization)                        Identification No.

     Eighth and Eaton Avenues
     Bethlehem, Pennsylvania                                18018
     (Address of Principal Executive Offices  )           (Zip Code)
               
               Southern Pacific Rail Corporation
                          Thrift Plan
                       (Full title of plan)
                     
                     RICHARD J. RESSLER, ESQ.
                    Assistant General Counsel
                    UNION PACIFIC CORPORATION
                     Eighth and Eaton Avenues
                  Bethlehem, Pennsylvania  18018
                          (610) 861-3200
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
                               Proposed       Proposed       
Title of                       maximum        maximum        
securities        Amount       offering       aggregate      Amount of  
to be             to be        price          offering       registration
registered        registered   per share      price          fee 
-------------------------------------------------------------------------------
Common Stock,     200,000      $73.4375       $14,687,500    $5,064.66
Par Value $2.50    Shares         (1)             (1)            
Per Share 
-------------------------------------------------------------------------------
Plan interests      (2)           (2)             (2)           (2)
===============================================================================
(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of
     the reported high and low sales price of shares of Common Stock on
     September 24, 1996.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Southern Pacific Rail
     Corporation Thrift Plan.  These securities have no offering price and
     therefore, pursuant to Rule 457(h)(2), no separate registration fee is
     required.
2
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------
       The following documents, as filed by the registrant, Union Pacific
Corporation (the "Company"), or by Southern Pacific Rail Corporation
("Southern Pacific") as noted in Item 3(b), with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement and made a part hereof:

       (a) The Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995, as amended;

       (b) The Southern Pacific Rail Corporation Thrift Plan Annual Report
           on Form 11-K for the year ended December 31, 1995, filed by
           Southern Pacific which was merged with and into a subsidiary of
           the Company, effective September 11, 1996, and upon such
           effectiveness is now a wholly-owned subsidiary of the Company.

       (c) All other reports filed pursuant to Section 13(a) or 15(d) of
           the Securities Exchange Act of 1934, as amended (the "Exchange
           Act") since the end of the fiscal year covered by the Annual
           Report referred to in (a) above; and

       (d) The description of the capital stock of the Company (including
           the Common Stock) that is contained in the Company's 
           Registration Statement filed under the Exchange Act under File
           No. 1-6075, including all amendments or reports filed for the
           purpose of updating such description.

       All reports and other documents subsequently filed by the Company or
the Southern Pacific Rail Corporation Thrift Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.

       The financial statements incorporated by reference in this
Registration Statement from the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, as amended, and from the Plan's Annual Report
on Form 11-K for the year ended December 31, 1995, have been audited by
Deloitte & Touche LLP and KPMG Peat Marwick LLP, respectively, independent
auditors, as stated in their
3

reports which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firms given upon their authority as experts in accounting and auditing.

Item 4.   Description of Securities.
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
       The Company is a Utah corporation.  Section 16-10a-901 et seq. of
the Revised Business Corporation Act of Utah grants to a corporation the
power and in certain cases requires corporations to indemnify a person made
a party to a lawsuit or other proceeding because such person is or was a
director or officer.  A corporation is further empowered to purchase
insurance on behalf of any person who is or was a director or officer against
any liability asserted against him or her and incurred by him or her in such
capacity or arising out of his or her status as such capacity.  The Company's
By-Laws provide for mandatory indemnification of its directors, officers and
employees in certain circumstances.  The Company maintains insurance on
behalf of directors and officers against liability asserted against them
arising out of their status as such.

       The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors.  This provision
does not eliminate the liability of a director for (i) the amount of a
financial benefit received by a director to which he or she is not entitled,
(ii) an intentional infliction of harm on the corporation or the shareholders, 
(iii) a violation of Section 16-10a-842 of the Revised Business
Corporation Act of Utah (relating to the liability of directors for unlawful
distributions) or (iv) an intentional violation of criminal law.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------
          Not applicable.
4

Item 8.   Exhibits.
          --------
       The exhibits filed as part of this Registration Statement are as
follows:

Exhibit Number                     Exhibit
--------------                     -------
     23.1      -         Consent of Deloitte & Touche LLP

     23.2      -         Consent of KPMG Peat Marwick LLP

     24        -         Powers of Attorney

       Southern Pacific has received a letter of determination on
February 8, 1996  from the Internal Revenue Service ("IRS") that the Plan, as
amended effective January 1, 1989, was qualified under Section 401(a) of the
Internal Revenue Code, as amended (the "Code").  The Company hereby
undertakes to submit the Plan and any subsequent amendment thereto to the IRS
in a timely manner and to make all changes required by the IRS in order to
maintain the qualification of the Plan under Section 401(a) of the Code.

Item 9.   Undertakings.
          ------------

       (a) The undersigned Company hereby undertakes:

           (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration
           Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of 
               the Securities Act of 1933, as amended (the "Securities Act");

               (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information;

               (iii) To include any material information with 
               respect to the plan of distribution not previously disclosed 
               in the Registration Statement or any material change to such
               information in the Registration Statement;

           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
           this Section do not apply if the Registration Statement is on
           Form S-3, Form S-8 or Form F-3, and the information required to
           be included in
5      
           a post-effective amendment by those paragraphs
           is contained in periodic reports filed with or furnished to the
           Commission by the Company pursuant to Section 13 or Section
           15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement.

           (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be
           deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities
           at that time shall be deemed to be the initial bona fide
           offering thereof.

           (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain
           unsold at the termination of the offering.

       (b) The undersigned Company hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of
       the Company's Annual Report pursuant to Section 13(a) or Section
       15(d) of the Exchange Act (and, where applicable, each filing of the
       Plan's Annual Report pursuant to Section 15(d) of the Exchange Act)
       that is incorporated by reference in the Registration Statement
       shall be deemed to be a new Registration Statement relating to the
       securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering
       thereof.

       (c) Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling 
       persons of the Company pursuant to the foregoing provisions, or
       otherwise, the Company  has been advised that in the opinion of the
       Commission such indemnification is against public policy as ex-
       pressed in the Securities Act and is, therefore, unenforceable.  In
       the event that a claim for indemnification against such liabilities
       (other than payment by the Company of expenses incurred or paid by
       a director, officer or controlling person of the Company in the
       successful defense of any action, suit or proceeding) is asserted by
       such director, officer or controlling person in connection with the
       securities being registered, the Company will, unless in the opinion
       of its counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question whether
       such indemnification by it is against public policy as expressed in
       the Securities Act and will be governed by the final adjudication of
       such issue.
6
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Union
Pacific Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bethlehem, Commonwealth of
Pennsylvania, on this 27th day of September, 1996.

                              UNION PACIFIC CORPORATION

                              By:/s/ Carl W. von Bernuth         
                                 --------------------------------            
                                 Carl W. von Bernuth
                                 Senior Vice President and
                                     General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below on this 27th day of
September, 1996, by the following persons in the capacities indicated.

          Signature                          Title
          ---------                          -----

/s/ Drew Lewis                          Chairman of the Board, Chief Executive
-------------------------------         Officer and Director 
      (Drew Lewis)                      (Principal Executive Officer)

/s/ L. White Matthews, III              Executive Vice President - Finance 
-------------------------------         and Director 
   (L. White Matthews, III)             (Principal Financial Officer)
                                        (Principal Accounting Officer)
7

Philip F. Anschutz       Director  )
Richard B. Cheney        Director  )
E. Virgil Conway         Director  )
Richard K. Davidson      Director  )        By:/s/ Thomas E. Whitaker
Spencer F. Eccles        Director  )           ----------------------
Elbridge T. Gerry, Jr.   Director  )           (Thomas E. Whitaker
William H. Gray, III     Director  )            as Attorney-in-Fact)
Judith Richards Hope     Director  )        
Thomas A. Reynolds, Jr.  Director  )        
Robert W. Roth           Director  ) 
Richard D. Simmons       Director  )
8
      
      Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bethlehem, 
Commonwealth of Pennsylvania, on this 27th day of September, 1996.

                            SOUTHERN PACIFIC RAIL CORPORATION
                            THRIFT PLAN

                            By:/s/ Ursula F. Fairbairn               
                               --------------------------------------  
                               Ursula F. Fairbairn
                               Named Fiduciary - Plan Administration/
                               Senior Vice President - Human
                               Resources of Union Pacific Corporation
9
                        INDEX TO EXHIBITS

Exhibit                                                        
Number                        Exhibit                          
------                        -------

  23.1     -        Consent of Deloitte & Touche LLP
  
  23.2     -        Consent of KPMG Peat Marwick LLP

  24       -        Powers of Attorney