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                                                                      EXHIBIT 99


                  UNION PACIFIC ANNOUNCES FIRST QUARTER RESULTS

FOR IMMEDIATE RELEASE:

         Omaha, April 26 - Union Pacific Corporation today reported net income
for the first quarter of $181 million, or $.72 per diluted share. This compares
to net income of $185 million, or $.74 per diluted share, in the first quarter
of 2000.

         "We are pleased with our first quarter performance, given the difficult
economic environment," said Richard K. Davidson, chairman and chief executive
officer. "Looking forward, we are confident in our business strategy and
competitive position, although economic conditions continue to cause near-term
uncertainty," he continued. "As we manage through the current environment, our
unparalleled franchise and diversity of commodity mix enable us to maintain a
very positive long-term outlook for the company and its shareholders."

         For the first quarter, Union Pacific Corporation, excluding Overnite,
reported operating income of $430 million compared to $451 million for the same
period in 2000. The Railroad's commodity revenue increased 1 percent to $2.6
billion for the quarter on the strength of its diverse traffic base. Energy
revenue was up 12 percent to a record $593 million. The Agricultural Products
and Intermodal business groups also had solid revenue growth in the first
quarter, showing gains of 6 and 2 percent, respectively. The economically
sensitive commodities of Automotive, Industrial Products and Chemicals all
declined from

                                    -m o r e-



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                                       -2-

2000 levels by about 5 percent. The operating ratio was up .9 percentage points
to 83.8 percent from 82.9 percent in first quarter 2000. Rising fuel costs added
$35 million in operating expenses, or 1.3 percentage points on the ratio, and
were partially offset by productivity improvements.

         Overnite Transportation reported an improved first quarter operating
income of $9 million compared to $1 million in the first quarter of 2000, as
operating efficiencies took hold and strike-related costs decreased
significantly. Revenue increased 4 percent to $280 million from $269 million,
while Overnite's operating ratio fell 2.9 percentage points to 96.9 percent.

         Union Pacific Corporation is one of America's leading transportation
companies. Its principal operating company, Union Pacific Railroad, is the
largest railroad in North America, covering 23 states across the western
two-thirds of the United States. A strong focus on quality and a strategically
advantageous route structure enable the company to serve customers in critical
and fast growing markets. It is a leading carrier of low-sulfur coal used in
electrical power generation and has broad coverage of the large
chemical-producing areas along the Gulf Coast. With competitive long-haul routes
between all major West Coast ports and eastern gateways, and as the only
railroad to serve all six gateways to Mexico, Union Pacific has the premier rail
franchise in North America. The Corporation also owns Overnite Transportation, a
nationwide less-than-truckload carrier, and Fenix, a group of affiliated
technology companies.

                                    -m o r e-


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                                       -3-

         Supplemental financial information is attached.

         Additional information is available at our website: www.up.com. Our
contact for investors is Beth Whited at 402 271-4227. Our media contact is John
Bromley who can be reached at 402 271-3475.

                                   **********

         This press release and related materials may contain statements about
the Corporation's future that are not statements of historical fact. These
statements are "forward-looking statements" for purposes of applicable
securities laws, and are based on current information and/or management's good
faith belief as to future events. Forward-looking statements include, without
limitation, projections and estimates of earnings, revenues, cost-savings,
expenses, or other financial items; statements of management's plans, strategies
and objectives for future operation, and management's expectations as to future
performance and operations and the time by which objectives will be achieved;
statements concerning proposed new products and services; and statements
regarding future economic or market conditions or performance.

         Forward-looking statements are subject to risks and uncertainties.
Actual performance or results could differ materially from that anticipated by
the forward-looking statement. Important factors that could cause such
differences include, but are not limited to, the Corporation's success in
implementing its financial and operational initiatives; the impact of industry
competition, conditions, performance and consolidation; legislative and/or
regulatory developments, including initiatives to re-regulate the rail business;
natural events such as severe weather, floods and earthquakes; adverse general
economic conditions, both within the United States and globally; changes in fuel
prices; changes in labor costs; labor stoppages; and the outcome of claims and
litigation.

Forward-looking statements speak only as of the date the statement was made. The
Corporation assumes no obligation to update forward-looking information to
reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information. If the Corporation does update any
forward-looking statement, no inference should be drawn that the Corporation
will make additional updates with respect to that statement or any other
forward-looking statements.


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                            UNION PACIFIC CORPORATION

                        STATEMENTS OF CONSOLIDATED INCOME

                       For the Three Months Ended March 31

                 (Dollars in Millions, Except Per Share Amounts)

                                   (Unaudited)




                                                    2001            2000         Pct Chg
                                                 ----------      ----------      -------

                                                                       
OPERATING REVENUES                               $    2,943      $    2,906      +    1
Operating Expenses                                    2,504           2,454      +    2
                                                 ----------      ----------

OPERATING INCOME                                        439             452      -    3
Other Income - Net                                       30              20      +   50
Interest Expense                                       (181)           (182)     -    1
                                                 ----------      ----------

INCOME BEFORE INCOME TAXES                              288             290      -    1
Income Tax Expense                                     (107)           (105)     +    2
                                                 ----------      ----------

NET INCOME                                       $      181      $      185      -    2
                                                 ==========      ==========


BASIC EARNINGS PER SHARE                         $     0.73      $     0.75      -    3

DILUTED EARNINGS PER SHARE                       $     0.72      $     0.74      -    3


Average Basic Shares Outstanding (MM)                 246.9           246.4

Average Diluted Shares Outstanding (MM)               271.0           269.3




April 26, 2001                        (1)
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                             UNION PACIFIC RAILROAD

                                 REVENUE DETAIL

                       For the Three Months Ended March 31

                                   (Unaudited)




                                     2001             2000         Pct Chg
                                 ------------     ------------     -------
                                                          
COMMODITY REVENUE (000):
Agricultural                     $    369,788     $    349,494     +    6
Automotive                            275,639          290,136     -    5
Chemicals                             390,252          411,942     -    5
Energy                                593,341          529,095     +   12
Industrial Products                   471,960          492,046     -    4
Intermodal                            450,100          441,057     +    2

                                 ------------     ------------
  Total                          $  2,551,080     $  2,513,770     +    1
                                 ============     ============


REVENUE CARLOADS:
Agricultural                          219,155          220,988     -    1
Automotive                            185,447          199,262     -    7
Chemicals                             219,403          231,796     -    5
Energy                                536,546          479,813     +   12
Industrial Products                   335,827          354,856     -    5
Intermodal                            682,675          687,035     -    1

                                 ------------     ------------
  Total                             2,179,053        2,173,750         --
                                 ============     ============


AVERAGE REVENUE PER CAR:
Agricultural                     $      1,687     $      1,582     +    7
Automotive                              1,486            1,456     +    2
Chemicals                               1,779            1,777         --
Energy                                  1,106            1,103         --
Industrial Products                     1,405            1,387     +    1
Intermodal                                659              642     +    3

                                 ------------     ------------
  Total                          $      1,171     $      1,156     +    1
                                 ============     ============



April 26, 2001                        (2)
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                         RAIL AND OTHER OPERATIONS - a)

                              REVIEW OF OPERATIONS

                       For the Three Months Ended March 31

               (Dollars in Millions, Except Operating Statistics)

                                   (Unaudited)




                                              2001              2000            Pct Chg
                                           ----------        ----------        ----------
                                                                      
OPERATING REVENUES                         $    2,663        $    2,637        +     1

OPERATING EXPENSES
Salaries and Benefits                             914               900        +     2
Rent Expense                                      307               292        +     5
Depreciation                                      280               270        +     4
Fuel and Utilities                                334               293        +    14
Materials and Supplies                            126               145        -    13
Other                                             272               286        -     5
                                           ----------        ----------
     Total                                      2,233             2,186        +     2
                                           ----------        ----------

OPERATING INCOME                           $      430        $      451        -     5
                                           ==========        ==========

OPERATING STATISTICS:
Revenue Carloads (Thousands)                    2,179             2,174             --
Revenue Ton-Miles (Millions)                  123,718           121,243        +     2
Gross Ton-Miles (Millions)                    232,180           232,017             --
Rev/RTM (Commodity Revenue Based)                2.06(cent)        2.07(cent)       --
Average Commodity Revenue Per Car          $    1,171        $    1,156        +     1
Average Employees                              48,760            50,767        -     4
Average Fuel Price Per Gallon                    92.2(cent)        81.3(cent)  +    13
Fuel Consumed in Gallons (MM)                     322               324        -     1
Fuel Consumption Rate (Gal/000 GTM)             1.387             1.396        -     1
Operating Ratio (%)                              83.8              82.9        +   0.9 pt.



a) Excludes Overnite's operations.



April 26, 2001                        (3)
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                         OVERNITE TRANSPORTATION COMPANY

                              REVIEW OF OPERATIONS

                       For the Three Months Ended March 31

               (Dollars in Millions, Except Operating Statistics)

                                   (Unaudited)




                                                 2001              2000            Pct Chg
                                              ----------        ----------        ----------
                                                                         
OPERATING REVENUES                            $      280        $      269        +    4

OPERATING EXPENSES
Salaries and Benefits                                171               165        +    4
Rent Expense                                          22                23        -    4
Depreciation                                          12                12            --
Fuel and Utilities                                    18                18            --
Materials and Supplies                                13                11        +   18
Other                                                 35                39        -   10
                                              ----------        ----------
     Total                                           271               268        +    1
                                              ----------        ----------

OPERATING INCOME                              $        9        $        1             F
                                              ==========        ==========


OPERATING STATISTICS:
Millions of Pounds Hauled - LTL                    1,840             1,856        -    1
Millions of Pounds Hauled - Combined               1,964             1,978        -    1
Revenue/CWT - LTL                             $    14.04        $    13.44        +    4
Revenue/CWT - Combined                        $    13.61        $    13.00        +    5
Average Employees                                 11,427            11,101        +    3
Average Fuel Price Per Gallon                       89.8(cent)        86.3(cent)  +    4
Fuel Consumed in Gallons (000s)                   14,854            14,493        +    2
Operating Ratio (%)                                 96.9              99.8        -  2.9 pt.




April 26, 2001                        (4)
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                            UNION PACIFIC CORPORATION

                  STATEMENTS OF CONSOLIDATED FINANCIAL POSITION

                   As of March 31, 2001 and December 31, 2000

                              (Dollars in Millions)

                                   (Unaudited)




                                                  March 31,       December 31,
                                                     2001             2000
                                                 ------------     ------------
                                                            
ASSETS:
      Cash and Temporary Investments             $         73     $        105
      Other Current Assets                              1,229            1,180
      Investments                                         757              740
      Properties - Net                                 28,281           28,196
      Other Assets                                        412              278

                                                 ------------     ------------
         Total                                   $     30,752     $     30,499
                                                 ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY:
      Current Portion of Long Term Debt          $        203     $        207
      Other Current Liabilities                         2,547            2,755
      Long Term Debt                                    8,435            8,144
      Deferred Income Taxes                             7,241            7,143
      Other Long Term Liabilities                       2,015            2,088
      Convertible Preferred Shares                      1,500            1,500
      Common Shareholders' Equity                       8,811            8,662

                                                 ------------     ------------
         Total                                   $     30,752     $     30,499
                                                 ============     ============




April 26, 2001                        (5)
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                            UNION PACIFIC CORPORATION

                      STATEMENTS OF CONSOLIDATED CASH FLOWS

                       For the Three Months Ended March 31

                              (Dollars in Millions)

                                   (Unaudited)




                                                                    2001            2000
                                                                 ----------      ----------
OPERATING ACTIVITIES:
                                                                           
        Net Income                                               $      181      $      185
        Depreciation                                                    292             282
        Deferred Income Taxes                                            77              91
        Other                                                          (345)           (203)
                                                                 ----------      ----------
        Cash Provided by Operating Activities                           205             355
                                                                 ----------      ----------

INVESTING ACTIVITIES:
        Capital Investments                                            (361)           (360)
        Other                                                          (133)              6
                                                                 ----------      ----------
        Cash Used in Investing Activities                              (494)           (354)
                                                                 ----------      ----------

FINANCING ACTIVITIES:
        Dividends Paid                                                  (49)            (52)
        Debt Repaid                                                    (214)           (168)
        Financings and Other - Net                                      520             104
                                                                 ----------      ----------
        Cash Provided by (Used in) Financing Activities                 257            (116)
                                                                 ----------      ----------

NET CHANGE IN CASH AND TEMPORARY INVESTMENTS                     $      (32)     $     (115)
                                                                 ==========      ==========




April 26, 2001                        (6)