1     
                                                                  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, 1994, 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

 2
                         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, 1994, 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

 3
                         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, 1994, 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
 4
                         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, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto, 
     with the Securities and Exchange Commission.

     
                                     /s/Richard K. Davidson
                                     -------------------------
                                          RICHARD K. DAVIDSON

 5
                         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, 1994, 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

 6
                         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, 1994, 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.

 7
                         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, 1994, 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

 8
                         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, 1994, 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

 9
                         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, 1994, 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

 10
                         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, 1994, 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

 11
                         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, 1994, 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

 12
                         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, 1994, and any and 
     all amendments thereto, and to file the same, with all exhibits thereto,
     with the Securities and Exchange Commission.
     
     
                                     /s/Jack L. Messman
                                     ---------------------
                                          JACK L. MESSMAN

 13
                         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, 1994, 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

 14
                         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, 1994, 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.

 15
                         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, 1994, 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

 16
                         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, 1994, 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

 17
                         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, 1994, 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