Exhibit 24.5

                               POWER OF ATTORNEY

                      UNION PACIFIC RESOURCES GROUP INC.


      KNOW ALL MEN BY THESE PRESENTS, that CLAUDINE B. MALONE,a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., 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, a Registration Statement 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 her 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/ Claudine B. Malone
                                         -------------------------------------
                                         CLAUDINE B. MALONE