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Pricing Supplement No. 3 dated November 18, 1998
(To Prospectus dated June 4, 1998, as supplemented
by Prospectus Supplement dated October 19, 1998)
Rule 424(b)(2)
Registration Nos. 333-18345 & 333-54009
$180,000,000
UNION PACIFIC CORPORATION
Medium-Term Notes, Series E
Principal Amount: $180,000,000, as follows:
Credit Suisse First Boston
Corporation - $ 40,000,000
J.P. Morgan Securities Inc. - 40,000,000
Lehman Brothers Inc. - 30,000,000
Salomon Smith Barney Inc. - 70,000,000
------------
Total: $180,000,000
============
Issue Price (Dollar Amount and Percentage of
Principal Amount): $180,000,000; 100%
Settlement Date (Issue Date): November 23, 1998
Stated Maturity: November 25, 2003
Type of Note:
[X] Fixed Rate Note
[ ] Floating Rate Note
[ ] Inverse Floating Rate Note
[ ] Zero Coupon Note
[ ] Foreign Currency Note
[ ] Indexed Note
Form:
[X] Book Entry
[ ] Definitive
CUSIP No: 90782EGW8
Interest Rate: 6.34%
Interest Payment Dates: May 1 and November 1,
commencing May 1, 1999
Redemption Terms (at option of Union Pacific):
[X] Not redeemable prior to Stated Maturity
[ ] Redeemable in accordance with the following
terms:
Repayment Terms (at option of the Holder):
[X] Not repayable prior to Stated Maturity
[ ] Repayable in accordance with the following
terms:
Sinking Fund Provisions:
[X] None
[ ] Applicable in accordance with the following
terms:
Specified Currency (U.S. dollars, unless otherwise
indicated):
Agents: Credit Suisse First Boston Corporation
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Salomon Smith Barney Inc.
Agents acting in capacity indicated below:
[X] As Agents
[ ] As Principals
Agents' Commissions: $900,000, as follows:
Credit Suisse First Boston
Corporation - $200,000
J.P. Morgan Securities Inc. - 200,000
Lehman Brothers Inc. - 150,000
Salomon Smith Barney Inc. - 350,000
--------
Total: $900,000
========
Net Proceeds to Union Pacific: $179,100,000, as follows:
Credit Suisse First Boston
Corporation - $ 39,800,000
J.P. Morgan Securities Inc. - 39,800,000
Lehman Brothers Inc. - 29,850,000
Salomon Smith Barney Inc. - 69,650,000
------------
Total: $179,100,000
============
Other: