SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


                               _____________

                                 FORM 8-K

                              CURRENT REPORT

                               ____________


                  Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 1, 1994


                         UNION PACIFIC CORPORATION
          (Exact name of registrant as specified in its charter)


                                   Utah
              (State or other jurisdiction of incorporation)


        1-6075                                   13-2626465
(Commission File Number)                        (IRS Employer
                                             Identification No.)

Eighth & Eaton Avenues, Bethlehem, Pennsylvania          18018
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including
area code:                                        (215) 861-3200


Item 5.  Other Events


     Exhibit

       99        Excerpts from a press release, dated March 1, 1994, 
                 containing information relating to the acquisition of 
                 Amax Oil & Gas, Inc. by Union Pacific Resources Company.


                                 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                         UNION PACIFIC CORPORATION


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

March 9, 1994


                  Exhibit Index

     Exhibit 

       99       Excerpts from a press release dated March 1, 1994, 
                containing information relating to the acquisition of 
                Amax Oil & Gas, Inc. by Union Pacific Resources Company.