Exhibit 99.4
                                                                ------------

Union Pacific Declares Dividend of Remaining Union Pacific Resources' Stock
Bethlehem, PA September 12 -- The Board of Directors of Union Pacific
Corporation today declared a special stock dividend of the remaining shares of
Common Stock of Union Pacific Resources Group Inc. owned by the corporation. 
The dividend is payable October 15, 1996 to shareholders of record 
September 26, 1996 (including holders of the Union Pacific shares issued in 
the Southern Pacific merger).  Based on the number of Union Pacific Corporation 
shares currently outstanding, its shareholders would receive approximately 
 .847 of a share of Resources' Common Stock for each Union Pacific common share 
held, with the definitive percentage being determined after the record date.  
Union Pacific has received a ruling from the IRS that the distribution will be 
tax free for the corporation and its shareholders.

   "This transaction completes our strategic transformation of the 
corporation," said Drew Lewis, Union Pacific chairman and chief executive 
officer.  "We believe our merger yesterday with Southern Pacific made Union 
Pacific North America's strongest transportation system and the spin off of 
Union Pacific Resources creates the nation's premiere independent natural gas 
and crude oil production company."

   Union Pacific Resources (UPR) is traded on the New York Stock Exchange.