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                                                                      EXHIBIT 24

                            UNION PACIFIC CORPORATION

                               POWERS OF ATTORNEY


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ PHILIP F. ANSCHUTZ
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Philip F. Anschutz


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000 and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ ROBERT P. BAUMAN
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Robert P. Bauman


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ E. VIRGIL CONWAY
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E. Virgil Conway


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ THOMAS J. DONOHUE
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Thomas J. Donohue




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I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ ARCHIE W. DUNHAM
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Archie W. Dunham


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ SPENCER F. ECCLES
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Spencer F. Eccles


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ IVOR J. EVANS
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Ivor J. Evans


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

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


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ JUDITH RICHARDS HOPE
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Judith Richards Hope


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I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000 and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ RICHARD J. MAHONEY
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Richard J. Mahoney


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ STEVEN R. ROGEL
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Steve R. Rogel


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ RICHARD D. SIMMONS
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Richard D. Simmons


I, the undersigned, a director of Union Pacific Corporation, a Utah Corporation
(the Company), do hereby appoint each of Carl W. von Bernuth, James R. Young,
and Thomas E. Whitaker my true and lawful attorney-in-fact and agent, to sign on
my behalf the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and any and all amendments thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission.

/s/ ERNESTO ZEDILLO
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Ernesto Zedillo