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                       SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934





        Date of Report (Date of earliest event reported) January 25, 1999



                       UNION PACIFIC RESOURCES GROUP INC.
                       ----------------------------------
               (Exact name of registrant as specified in charter)



     Utah                          1-13916                        13-2647483
- ------------------------------------------------------------------------------
(State or other                 (Commission                   (IRS Employer
jurisdiction of                 File Number)                Identification No.)
incorporation)


777 Main Street, Fort Worth, Texas                                   76102
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(Address of principal executive offices)                           (Zip Code)



Registrant's telephone number including area code                 817-321-6000



(Former name or former address, if changed since last report)

None





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Item 5.  Other Events.

Earnings Release For 1998

         On January 25, 1999, Union Pacific Resources Group Inc. (the "Company")
issued a press release with respect to its financial results for 1998, including
operating revenues, net income and certain other financial information. A copy
of such press release is attached as Exhibit 99.1 to this Current Report on Form
8-K, which is incorporated herein by reference.

Forward Looking Statements

         This report contains forward looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. Such forward looking statements
concern, among other things, future profits, capital expenditures, development
activity, drilling activity, dispositions, and the Company's cost and debt
reduction plans. Such forward looking information is based upon management's
current plans, expectations, estimates and assumptions and is subject to a
number of uncertainties and risks that could significantly affect (i) current
plans, (ii) anticipated actions, (iii) the timing of such actions and (iv) the
Company's financial condition and results of operations. As a consequence,
actual results may differ materially from expectations, estimates or assumptions
expressed in any forward looking statements made by or on behalf of the Company.
The risks and uncertainties include generally (i) the volatility and uncertainty
of oil and gas prices, (ii) economic, political, judicial and regulatory issues
and developments, (iii) competition in the industry, (iv) demand for properties
being divested, (v) the economics of producing certain reserves, (vi) demand for
the supply of oil and gas, (vii) the ability to find or acquire and develop
reserves of natural gas and crude oil, and (viii) changes in the market price of
the Common Stock, which can be impacted by the foregoing as well as other
factors.


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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits

                99.1      Press Release, dated January 25, 1999.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                              UNION PACIFIC RESOURCES GROUP INC.



                                   /s/ JOSEPH A. LASALA, JR.
                               ------------------------------------------------
                              By: Joseph A. LaSala, Jr.
                                  Vice President, General Counsel and Secretary

DATED:     January 28, 1999



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                                  EXHIBIT INDEX

Exhibit                        Description              
- -------                        -----------     

                                      
 99.1                          Press Release dated January 25, 1999.




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