Exhibit 24.9

                               POWER OF ATTORNEY

                      UNION PACIFIC RESOURCES GROUP INC.


      KNOW ALL MEN BY THESE PRESENTS, that JAMES R. THOMPSON, 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, in an amount up to
$1,000,000,000 (or the equivalent in foreign denomination currency), of Union
Pacific Resources Group Inc. or affiliate, 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/ James R. Thompson
                                          --------------------------------
                                          JAMES R. THOMPSON