<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)   February 26, 1998       
 
 
 
                      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 February 26, 1998, which is incorporated
      herein by reference.
     
 Item 7. Financial Statements and Exhibits.
 
 
     (c) Exhibits.
 
            99    Press Release dated February 26, 1998 describing first
                  quarter 1998 results and current actions taken by Union
                  Pacific Corporation's Board of Directors.
                  
                  

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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.
 
 February 26, 1998
 
 
                             UNION PACIFIC CORPORATION
 
 
                             By:/S/    Carl W. von Bernuth            
                                   -----------------------
                             Name:  Carl W. von Bernuth
                             Title: Senior Vice President, General  
                                    Counsel & Corporate Secretary
 

<EXHIBIT INDEX>


                                  Exhibit Index
                                  -------------
 
 
 
 
       Exhibit          Description
       -------          -----------
 
         99             Press Release dated February 26, 1998
                        describing first quarter 1998 results and
                        current actions taken by Union Pacific
                        Corporation's Board of Directors.