1


                                                                      EXHIBIT 24



                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that PHILIP F. ANSCHUTZ, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Philip F. Anschutz
                                       -----------------------------------
                                       PHILIP F. ANSCHUTZ




   2
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that ROBERT P. BAUMAN a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Robert P. Bauman
                                       -----------------------------------
                                       ROBERT P. BAUMAN




   3
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that RICHARD B. CHENEY, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Richard B. Cheney
                                       -----------------------------------
                                       RICHARD B. CHENEY



   4
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that E. VIRGIL CONWAY, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ E. Virgil Conway
                                       -----------------------------------
                                       E. VIRGIL CONWAY




   5
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that SPENCER F. ECCLES, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Spencer F. Eccles
                                       -----------------------------------
                                       SPENCER F. ECCLES




   6
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that ELBRIDGE T. GERRY, JR., a Director
of Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Elbridge T. Gerry, Jr.
                                       -----------------------------------
                                       ELBRIDGE T. GERRY, JR.







   7
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. GRAY, III a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ William H. Gray, III
                                       -----------------------------------
                                       WILLIAM H. GRAY, III




   8
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that JUDITH RICHARDS HOPE, a Director
of Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Judith Richards Hope
                                       -----------------------------------
                                       JUDITH RICHARDS HOPE





   9
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that RICHARD J. MAHONEY, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Richard J. Mahoney
                                       -----------------------------------
                                       RICHARD J. MAHONEY








   10
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that JACK L. MESSMAN, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Jack L. Messman
                                       -----------------------------------
                                       JACK L. MESSMAN



   11
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that JOHN R. MEYER, a Director of Union
Pacific Corporation, a Utah Corporation (the "Corporation"), hereby appoints L.
WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS E.
WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ John R. Meyer
                                       -----------------------------------
                                       JOHN R. MEYER



   12
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that THOMAS A. REYNOLDS, JR., a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and
THOMAS E. WHITAKER, 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, one or more Registration Statements 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, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of such debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, which will generate proceeds of up to
$1,000,000,000 (or the equivalent in foreign denominated currency), of Union
Pacific Corporation, 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 21st day of November, 1996.


                                       /s/ Thomas A. Reynolds, Jr.
                                       -----------------------------------
                                       THOMAS A. REYNOLDS, JR.



   13
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that JAMES D. ROBINSON, III, a Director
of Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ James D. Robinson, III
                                       -----------------------------------
                                       JAMES D. ROBINSON, III



   14
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that ROBERT W. ROTH, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Robert W. Roth
                                       -----------------------------------
                                       ROBERT W. ROTH



   15
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION


         KNOW ALL MEN BY THESE PRESENTS, that RICHARD D. SIMMONS, a Director of
Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints L. WHITE MATTHEWS, III, CARL W. VON BERNUTH, JUDY L. SWANTAK and THOMAS
E. WHITAKER, 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, one or more Registration Statements 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, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of such debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, which will generate proceeds of up to $1,000,000,000 (or the
equivalent in foreign denominated currency), of Union Pacific Corporation,
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 21st day of November, 1996.


                                       /s/ Richard D. Simmons
                                       -----------------------------------
                                       RICHARD D. SIMMONS