<COVER> 
 
 
 
 
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 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)   November 17, 1997       
 
 
 
                      Union Pacific Corporation                       
       (Exact Name of Registrant as Specified in Charter)
 
 
         Utah                        1-6075            13-2626465         
 (State or Other Jurisdiction     (Commission       (IRS Employer
             of Incorporation)     File Number)     Identification No.)
 
 
 1717 Main Street, Suite 5900, Dallas, Texas                   75201    
  (Address of Principal Executive Offices)                   (Zip Code)
 
 
 Registrant's telephone number, including area code (214) 743-5600            

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Item 5.  Other Events.
 
     Attached as an Exhibit is the Press Release issued issued by Union
     Pacific Corporation on November 17, 1997, which is incorporated
     herein by reference.
     
Item 7. Financial Statements and Exhibits.
 
 
     (c) Exhibits.
 
         99    Press Release dated November 17, 1997 describing the
               Union Pacific Railroad Company service situation and
               estimated financial impact of the service recovery
               effort.

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                           SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, Union
 Pacific Corporation has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.
 
 November 17, 1997
 
 
                             UNION PACIFIC CORPORATION
 
 
                             By:/S/    Carl W. von Bernuth            
                                --------------------------   
                             Name:     Carl W. von Bernuth
                             Title:  Vice President & General Counsel
 

<EXHIBIT INDEX>

                         Exhibit Index
 
 
 
 
 
         Exhibit                  Description
         -------                  -----------         
 
         99             Press Release dated November 17, 1997
                        describing the Union Pacific Railroad Company
                        service situation and estimated financial
                        impact of the service recovery effort.