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                    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):  October 5, 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:                                        (610) 861-3200

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Item 5.   Other Events
- ------    ------------

     On October 5, 1994, Union Pacific Corporation (the
"Corporation") proposed a merger of the Corporation and Santa Fe
Pacific Corporation ("Santa Fe") pursuant to which the stockholders
of Santa Fe would receive .344 shares of the Corporation's common
stock, valued at $18 per share, for each share of Santa Fe stock,
based on the closing price of the Corporation's common stock on
October 4, 1994.  Additional information concerning the proposed
merger and related litigation filed by the Corporation in Delaware
is set forth in two press releases attached hereto as Exhibits and
incorporated by reference herein.

Item 7.   Financial Statements and Exhibits.
- ------    ---------------------------------

     Exhibit
     -------
      20(a)         Press Release, dated
                    October 5, 1994,
                    concerning a proposed
                    merger of Union Pacific
                    Corporation and Santa Fe
                    Pacific Corporation.

      20(b)         Press Release, dated
                    October 6, 1994,
                    concerning litigation
                    filed by Union Pacific
                    Corporation with respect
                    to its proposed merger
                    with Santa Fe Pacific
                    Corporation.


                                 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

October 12, 1994

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                               Exhibit Index
                               -------------


     Exhibit                            Description
     -------                            -----------

      20(a)                   Press Release, dated October 5,
                              1994, concerning a proposed merger
                              of Union Pacific Corporation and
                              Santa Fe Pacific Corporation.

      20(b)                   Press Release, dated October 6,
                              1994, concerning litigation filed by
                              Union Pacific Corporation with
                              respect to its proposed merger with
                              Santa Fe Pacific Corporation.