1
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
of Union Pacific Corporation and subsidiary companies ("Union Pacific") on Form
S-3 of our reports dated January 21, 1993, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Union Pacific for the year ended
December 31, 1992 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
 
                                        /s/ Deloitte & Touche
 
                                        DELOITTE & TOUCHE
New York, New York
March 11, 1994