<COVER>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 23, 1998
UNION PACIFIC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Utah 1-6075 13-2626465
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1717 Main Street, Suite 5900, Dallas, Texas 75201
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(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.
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On November 19, 1998, the Board of Directors of
Union Pacific Corporation (the "Company") amended the
bylaws of the Company to provide, among other things, that
notice by a shareholder of business or nominations for
director to be brought before an annual meeting of
shareholders must be given to the Company at least 90 and
no more than 120 days prior to the anniversary date of the
prior year's annual meeting. A copy of the bylaws of the
Company as amended are filed herewith as Exhibit 3.1 (the
"Amended Bylaws").
Under the Amended Bylaws, a shareholder who wishes
to propose business for consideration or to nominate
persons for election to the Board of Directors at the
Company's 1999 Annual Meeting of Shareholders must deliver
to the Company and the Company must receive during the
period beginning on December 18, 1998 and ending on
January 17, 1999 the information specified in the Amended
Bylaws regarding such proposal or nomination.
Additionally, under the Securities and Exchange
Commission's Rule 14a-4, as recently amended, the Company
may exercise discretionary voting authority under proxies
it solicits to vote on a proposal made by a shareholder
that the shareholder does not seek to include in the
Company's proxy statement pursuant to Rule 14a-8 unless
the Company is notified about the proposal during the
period beginning on December 18, 1998 and ending on
January 17, 1999, and the shareholder satisfies the other
requirements of Rule 14a-4(c).
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit Description
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3.1 Bylaws of Union Pacific
Corporation (as amended
effective November 19, 1998).
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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.
Dated: November 20, 1998
UNION PACIFIC CORPORATION
By: /s/Carl W. von Bernuth
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- - Name: Carl W. von Bernuth
Title: Senior Vice President,
General Counsel and Secretary
INDEX
Exhibit Index
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Exhibit Description
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3.1 Bylaws of Union Pacific
Corporation (as amended effective
November 19, 1998).