EXHIBIT 24
                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                      /s/Robert P. Bauman         
                                      ROBERT P. BAUMAN


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Richard B. Cheney       
                                        RICHARD B. CHENEY


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/E. Virgil Conway         
                                        E. VIRGIL CONWAY


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Spencer F. Eccles        
                                        SPENCER F. ECCLES


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Elbridge T. Gerry, Jr.   
                                        ELBRIDGE T. GERRY, JR.


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/William H. Gray, III     
                                        WILLIAM H. GRAY, III


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak her true and lawful attorney-in-fact and
agent, to sign on her behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Judith Richards Hope     
                                        JUDITH RICHARDS HOPE


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Lawrence M. Jones        
                                        LAWRENCE M. JONES


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Richard J. Mahoney       
                                        RICHARD J. MAHONEY


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak her true and lawful attorney-in-fact and
agent, to sign on her behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Claudine B. Malone       
                                        CLAUDINE B. MALONE


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/John R. Meyer            
                                        JOHN R. MEYER


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Thomas A. Reynolds, Jr.  
                                        THOMAS A. REYNOLDS, JR.


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/James D. Robinson, III   
                                        JAMES D. ROBINSON, III


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Robert W. Roth
                                        ROBERT W. ROTH


                         UNION PACIFIC CORPORATION

                             POWER OF ATTORNEY

               The undersigned, a director of Union Pacific Corporation, a Utah
corporation (the "Company"), hereby appoints each of Drew Lewis, L. White
Matthews, III and Judy L. Swantak his true and lawful attorney-in-fact and
agent, to sign on his behalf the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, and any and all amendments thereto, and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

                                        /s/Richard D. Simmons       
                                        RICHARD D. SIMMONS