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

                                 FORM 10-K/A-1

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1996       Commission file number 1-13916

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

            UTAH                                                13-2647483
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         801 CHERRY STREET
         FORT WORTH, TEXAS                                         76102
(Address of principal executive offices)                         (Zip Code)

      Registrant's telephone number, including area code (817) 877-6000

          Securities registered pursuant to Section 12(b) of the Act:


                                                 Name of each exchange on
        Title of each class                          which registered
        -------------------                    -----------------------------   
           Common Stock                        New York Stock Exchange, Inc.

                          -------------------------

  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 
                                                 ---     ---

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].

    As of February 25, 1997, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $6,192,422,750.

    The number of shares outstanding of the registrant's Common Stock as of
February 25, 1997 was 253,776,970.

    Certain portions of the registrant's definitive Proxy Statement for the
annual meeting of shareholders to be held on May 7, 1997 (the "Proxy
Statement") are incorporated in Part III by reference.


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The undersigned Registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 to include the following exhibits:

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

Exhibit Number    Exhibit

(23)              Independent Auditors' Consent

(99)              Financial Statements for the Fiscal Year ended
                  December 31, 1996 required by Form 11-K for the Union
                  Pacific Resources Group Inc. Thrift Plan.
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                UNION PACIFIC RESOURCES GROUP INC. 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: June 27, 1997


                                 UNION PACIFIC RESOURCES GROUP INC.
                                 (Registrant)


                                 /s/ Morris B. Smith        
                                 ------------------------------------------
                                 Morris B. Smith,
                                 Vice President and Chief Financial Officer
                                 (Principal Financial Officer
                                 and Duly Authorized Officer)
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                             EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit Number     Exhibit
--------------     -------
<S>                <C>
(23)               Independent Auditors' Consent

(99)               Financial Statements for the Fiscal Year ended
                   December 31, 1996 required by Form 11-K for the Union
                   Pacific Resources Group Inc. Thrift Plan.

</TABLE>