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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549      
                       ----------------------------------

                                 FORM 10-K/A-1
    (Mark One)
                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      [X]             SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                       For the fiscal year ended December 31, 1993
                                        OR
                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      [ ]             SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                    For the transition period from _________ to _________

                         Commission file number 1-6075

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

          Utah                                              13-2626465
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

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


Registrant's telephone number, including area code              (610) 861-3200

                      ___________________________________

Securities registered pursuant to Section 12(b) of the Act:
                                                     Name of each exchange on
          Title of each class                             which registered      
Common Stock (Par Value $2.50 per share)           New York Stock Exchange, Inc.
4 3/4% Convertible Debentures Due 1999             New York Stock Exchange, Inc.

                      ___________________________________

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing 
requirements for the past 90 days.
            Yes   X           No 
                -----            -----

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-K 
or any amendment to this Form 10-K. [  X  ].

                      ___________________________________

     As of March 3, 1994, the aggregate market value of the registrant's 
Common Stock held by non-affiliates (using the New York Stock Exchange 
closing price) was approximately $12,213,500,846.

     The number of shares outstanding of the registrant's Common Stock as of 
March 3, 1994 was 205,086,336.

     Portions of the following documents are incorporated by reference into 
this Report: (1) registrant's Annual Report to Stockholders for the year ended 
December 31, 1993 (Parts I and II); and (2) registrant's definitive Proxy 
Statement for the annual meeting of stockholders to be held on May 11, 1994 
(Part III). 
                                     
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  The undersigned Registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 to include the following exhibits:

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

  (a) (3)     Exhibits

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

  (23)                    Independent Auditors' Consents

  (99)(a)                Financial Statements for the Fiscal Year ended 
                         December 31, 1993 required by Form 11-K for the Union 
                         Pacific Corporation Thrift Plan.

  (99)(b)                Financial Statements for the Fiscal Year ended December
                         31, 1993 required by Form 11-K for the USPCI, Inc.
                         Savings Plan.

  (99)(c)                Financial Statements for the Fiscal Year ended December
                         31, 1993 required by Form 11-K for the Union Pacific
                         Fruit Express Company Agreement Employee 401(k)
                         Retirement Thrift Plan.

  (99)(d)                Financial Statements for the Fiscal Year ended December
                         31, 1993 required by Form 11-K for the Skyway 
                         Retirement Savings Plan.

  (99)(e)                Financial Statements for the Fiscal Year ended December
                         31, 1993 required by Form 11-K for the Union Pacific
                         Agreement Employee 401(k) Retirement Thrift Plan.

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                                SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 28th day of June
1994.


                                UNION PACIFIC CORPORATION


                                By/s/ L. White Matthews, III
                                  ------------------------------------------
                                  (L. White Matthews, III,
                                   Executive Vice President - Finance and
                                   Principal Financial Officer)
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                                EXHIBIT INDEX
                                -------------


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

  (23)              Independent Auditors' Consents

  (99)(a)           Financial Statements for the Fiscal Year ended December 31,
                    1993 required by Form 11-K for the Union Pacific Corporation
                    Thrift Plan.

  (99)(b)           Financial Statements for the Fiscal Year ended December 31,
                    1993 required by Form 11-K for the USPCI, Inc. Savings Plan.

  (99)(c)           Financial Statements for the Fiscal Year ended December 31,
                    1993 required by Form 11-K for the Union Pacific Fruit 
                    Express Company Agreement Employee 401(k) Retirement Thrift 
                    Plan.

  (99)(d)           Financial Statements for the Fiscal Year ended December 31,
                    1993 required by Form 11-K for the Skyway Retirement Savings
                    Plan.

  (99)(e)           Financial Statements for the Fiscal Year ended December 31,
                    1993 required by Form 11-K for the Union Pacific Agreement
                    Employee 401(k) Retirement Thrift Plan.