COVER

                                 FORM 10-Q/A-2

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

(Mark One)

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1995

                                      OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from _____________________ to ______________________

Commission file number 1-6075

                            UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

            UTAH                                           13-2626465
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

        Martin Tower, Eighth and Eaton Avenues, Bethlehem, Pennsylvania
                  (Address of principal executive offices)

                                    18018
                                  (Zip Code)

                               (610) 861-3200
             (Registrant's telephone number, including area code)


    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES    X        NO        
    ------         ------

    As of July 31, 1995, there were 205,358,990 shares of the Registrant's
Common Stock outstanding.

 1

                           Amendment to Signature Page

The signature page set forth on the subsequent page hereby amends the signature
page contained in Amendment No. 1 to a Quarterly Report on Form 10-Q of Union
Pacific Corporation for the quarterly period ended June 30, 1995, filed with the
Securities and Exchange Commission on December 6, 1995. 

 2


                            UNION PACIFIC CORPORATION
SIGNATURE


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



Dated: February 9, 1996



                                 UNION PACIFIC CORPORATION
                                 (Registrant)

                                 /s/ Morris B. Smith
                                 -----------------------------
                                
                                 Morris B. Smith,
                                 Vice President and Controller
                                 (Chief accounting officer 
                                  and duly authorized officer)