Exhibit 24.1

                               POWER OF ATTORNEY

                      UNION PACIFIC RESOURCES GROUP INC.

      KNOW ALL MEN BY THESE PRESENTS, that LYNNE V. CHENEY, a Director of Union
Pacific Resources Group Inc., a Utah Corporation (the "Corporation"), hereby
appoints JACK L. MESSMAN, JOSEPH A. LASALA, and MARK L. JONES, and each of
them acting individually, her true and lawful attorney, each with power to act
without the other and full power of substitution, to execute, deliver and
file, for and on her behalf, and in her name and in her capacity as Director,
Registration Statements on Form S-3 (or other appropriate form) for filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, and any other documents in support thereof or supplemental or
amendatory thereto, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended
with respect to issuance of debentures, notes and other debt obligations,
common stock, preferred stock, any convertible securities, warrants or rights
to purchase any of the foregoing, in an amount up to $1,000,000,000 (or the
equivalent in foreign denomination currency), of Union Pacific Resources Group
Inc., hereby granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing whatsoever as such
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as the undersigned might or could do personally or in
his capacity as Director, hereby ratifying and confirming all acts and things
which such attorney or attorneys may do or cause to be done by virtue of this
power of attorney.

      IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 14th day of July, 1998.

                                           /s/ Lynne V. Cheney
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                                           LYNNE V. CHENEY