Exhibit 24.6

                               POWER OF ATTORNEY

                      UNION PACIFIC RESOURCES GROUP INC.


      KNOW ALL MEN BY THESE PRESENTS, that JOHN W. PODUSKA, SR., PH.D.,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, his 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 his behalf, and in his
name and in his 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,
any stock purchase contracts and any stock purchase units 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/ John W. Poduska, Sr., Ph.D.
                                      -------------------------------------
                                      JOHN W. PODUSKA, SR., PH.D.