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): July 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)


      1416 Dodge Street, Omaha, Nebraska                       68179
     -----------------------------------------------------------------------
    (Address of Principal Executive Offices)                (Zip Code)


Registrant's telephone number, including area code:  (402) 271-5777


      1717 Main Street, Suite 5900, Dallas, Tx                75201
   -------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


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Item 5.  Other Events.

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

Item 7.  Financial Statements and Exhibits.

     (c)      Exhibits.

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


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                                                     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: July 23, 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 July 22, 1999 announcing  Union  Pacific
                Corporation's financial results for the second quarter of 1999.