<COVER>


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 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): April 22, 1999


                    Union Pacific Corporation                    
      (Exact Name of Registrant as Specified in its Charter)


      Utah                  1-6075                13-2626465     
  (State or Other        (Commission           (I.R.S. Employer
   Jurisdiction of        File Number)        Identification No.)
    Incorporation)


     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


                               N/A                               
  (Former Name or Former Address, if Changed Since Last Report)

  1

Item 5.   Other Events.    

     Attached as an Exhibit is the Press Release issued by Union Pacific
Corporation on April 22, 1999 announcing Union Pacific Corporation's financial
results for the first quarter of 1999, which is incorporated herein by 
reference.

Item 7.   Financial Statements and Exhibits.

     (c)    Exhibits.

            99   Press Release dated April 22, 1999 announcing Union Pacific
                 Corporation's financial results for the first quarter of
                 1999.


  2

                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: April 22, 1999


                              UNION PACIFIC CORPORATION


                              By: /s/ James R. Young             
                              ----------------------
                                   James R. Young
                                   Senior Vice President - Finance and
                                   Controller

  INDEX


                          EXHIBIT INDEX

     Exhibit   Description

     99        Press Release dated April 22, 1999 announcing Union Pacific
               Corporation's financial results for the first quarter of 1999.