EXHIBIT 99
     
     
       UNION PACIFIC EXPECTS SECOND QUARTER LOSS
     
     Dallas, TX, May 28 -- Union Pacific Corporation (NYSE: UNP)
     announced today that it expects to report a loss from continuing
     operations in the second quarter.  Although congestion on the 35,000
     mile rail system is abating, revenues, costs and customer claims in
     the quarter continue to be adversely affected.  The Company said it
     continues to settle shippers' claims on a case-by-case basis where
     it can and to litigate those on which it cannot negotiate a
     settlement.
     
       In addition, as previously reported, the Company will report
     a loss from discontinued operations as the result of the planned
     100% initial public offering of shares of Overnite Transportation
     Company.
     
       (This press release contains forward-looking statements within
     the meaning of the Securities Act of 1933 and the Securities
     Exchange Act of 1934.  Such forward-looking information is based on
     information available at that time and is subject to risks and
     uncertainties that could cause actual results to differ materially
     from those expressed herein.  Important factors that could cause
     such differences include, but are not limited to, whether the
     Railroad is fully successful in overcoming its congestion-related
     problems and implementing its Service Recovery Plan, industry
     competition, regulatory developments, natural events such as floods
     and earthquakes, the effects of adverse general economic conditions,
     fuel prices, labor strikes, the impact of the year 2000 systems
     problems and the ultimate outcome of shipper claims related to
     congestion, environmental investigations or proceedings and other
     types of claims and litigations.)