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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305(b)(2)
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CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. Employer
Identification No.)

399 Park Avenue, New York, New York 10043
(Address of principal executive offices) (Zip Code)

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Union Pacific Corporation
(Exact name of obligor as specified in its charter)

Utah 13-2626465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Eighth and Eaton Avenues 18018
Bethlehem, Pennsylvania (Zip Code)
(Address of principal executive offices)

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Debt Securities
(Title of the indenture securities)

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Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

Name Address
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Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.

None.

Item 16. LIST OF EXHIBITS.

Exhibit 1 - Copy of Articles of Association of the Trustee, as
now in effect. (Exhibit 1 to T-1 to Registration Statement No.
2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration
Statement No. 2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit
4 to T-1 to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section
321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1
to Registration Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank,
N.A. (as of December 31, 1993 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 11th day
of March, 1994.

CITIBANK, N.A.

By /s/ P. DeFelice
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P. DeFelice
Vice President

Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF

CITIBANK, N.A. of New York in the State of New York, at the close of
business on December 31, 1993, published in response to call made by
Comptroller of the Currency, under Title 12, United States Code, Section 161.
Charter Number 1461 Comptroller of the Currency Northeastern District.

ASSETS

Thousands
of dollars

Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency
and coin.............................................. $ 5,863,000
Interest-bearing balances.............................. 7,137,000
Securities.............................................. 11,442,000

Federal funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds sold..................................... 1,467,000
Securities purchased under agreements to
resell................................................. 1,261,000

Loans and lease financing receivables:
Loans and leases, net of unearned
income.................................. $115,952,000
LESS: Allowance for loan and lease
losses.................................. 3,471,000
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Loans and leases, net of unearned income
and allowance......................................... 112,481,000
Assets held in trading accounts......................... 15,259,000
Premises and fixed assets (including
capitalized leases) ................................... 3,041,000
Other real estate owned ................................ 3,371,000
Investments in unconsolidated subsidiaries
and associated companies .............................. 983,000
Customers' liability to this bank on
acceptances outstanding................................ 1,512,000
Intangible assets....................................... 29,000
Other assets............................................ 11,866,000
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TOTAL ASSETS............................................ $175,712,000

LIABILITIES
Deposits:
In domestic offices................................... $ 34,236,000
Noninterest-bearing.................$11,921,000
Interest-bearing.....................22,315,000
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In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................... 94,076,000
Noninterest-bearing...................6,515,000
Interest-bearing ....................87,561,000
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Federal funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and of its
Edge and Agreement subsidiaries, and
in IBFs:
Federal funds purchased ............................. $ 4,113,000
Securities sold under agreements to repurchase....... 1,190,000
Other borrowed money................................... 12,053,000
Mortgage indebtedness and obligations under capitalized
leases................................................ 285,000
Bank's liability on acceptances executed and
outstanding........................................... 1,530,000
Notes and debentures subordinated to deposits.......... 4,700,000
Other liabilities...................................... 12,462,000
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TOTAL LIABILITIES...................................... $164,645,000
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EQUITY CAPITAL

Common stock............................................ $ 751,000
Surplus................................................. 5,912,000
Undivided profits and capital reserves.................. 5,066,000
Cumulative foreign currency translation adjustments..... (662,000)
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TOTAL EQUITY CAPITAL.................................... $ 11,067,000
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TOTAL LIABILITIES AND EQUITY CAPITAL.................... $175,712,000
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I, Roger W. Trupin, Controller of the abovenamed bank do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.

ROGER W. TRUPIN

We, the undersigned directors, attest to the correctness of this
Report of Condition. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.

CHRISTOPHER J. STEFFEN )
PEI-YUAN CHIA ) Directors
PAUL J. COLLINS )