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): October 21, 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


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






                                      2

Item 5.  Other Events.

      Attached  as an  Exhibit  is the Press  Release  issued  by Union  Pacific
Corporation on October 21, 1999 announcing Union Pacific Corporation's financial
results  for the  third  quarter  of  1999,  which  is  incorporated  herein  by
reference.

Item 7.  Financial Statements and Exhibits.

      (c)      Exhibits.

               99    Press  Release  dated  October  21, 1999  announcing  Union
                     Pacific  Corporation's  financial  results  for  the  third
                     quarter of 1999.





                                   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: October 21, 1999


                                    UNION PACIFIC CORPORATION

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








                                  EXHIBIT INDEX

      Exhibit  Description

      99       Press  Release dated  October 21, 1999  announcing  Union Pacific
               Corporation's financial results for the third quarter of 1999.