EXHIBIT 23



                          Accounts' Consent


     We consent to the incorporation by reference in the registration
statements No. 33-59323 on Form S-3 and No.'s 2-79663, 33-12513, 33-18877,
33-22106, 33-22607, 33-44236, 33-53968, 33-49785, 33-49849, 33-51071,
33-51735, 33-52277 and 33-54811 on Forms S-8 of Union Pacific Corporation
of our report dated February 24, 1995 with respect to the consolidated
balance sheets of Southern Pacific Rail Corporation and Subsidiary
Companies as of December 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for
each of the years in the three year period ended December 31, 1994, which
report appears in the Form 8-K of Union Pacific Corporation dated 
January 22, 1996, to which appearance we also consent.


                                        KPMG Peat Marwick LLP


San Francisco, California
January 22, 1996