1
                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Amendment No. 1 to Registration
Statement No. 333-51617 of Union Pacific Corporation on Form S-3 of our report
dated January 22, 1998, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Union Pacific Corporation for the year ended
December 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.


Dallas, Texas
July 24, 1998