<COVER>
                             FORM 10-Q
      
                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

(Mark One)

[  X  ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                        EXCHANGE ACT OF 1934
                                   
             For the quarterly period ended March 31, 1999

                              - 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 1-6146

                   UNION PACIFIC RAILROAD COMPANY
       (Exact name of Registrant as specified in its charter)

       DELAWARE                                       94-6001323
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                 1416 DODGE STREET, OMAHA, NEBRASKA
              (Address of principal executive offices)

                                68179
                             (Zip Code)

                          (402) 271-5000
        (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  April  30, 1999, the Registrant had outstanding 7,130 shares of 
     Common Stock, $10 par value, and 620 shares of Class A Stock, $10 par 
     value.
          
     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS 
     H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE  
     REDUCED DISCLOSURE FORMAT.

     <INDEX PAGE>

                         UNION PACIFIC RAILROAD COMPANY
                                      INDEX



                         PART I.  FINANCIAL INFORMATION
                         ------------------------------


                                                                  Page Number
Item 1:   Consolidated Financial Statements:
          STATEMENT OF CONSOLIDATED INCOME
             For  the Three Months Ended March 31, 1999 and  1998      1

          STATEMENT OF CONSOLIDATED FINANCIAL POSITION
             At March 31, 1999 and December 31, 1998                   2

          STATEMENT OF CONSOLIDATED CASH FLOWS
             For  the Three Months Ended March 31, 1999 and  1998      3

          STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
             For the Three Months Ended March 31, 1999                 4

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                   5-9


Item 2:   Management's Narrative Analysis of the Results  of
             Operations                                               10-15




                       PART II.  OTHER INFORMATION


Item 1:   Legal Proceedings                                           15-16

Item 6:   Exhibits and Reports on Form 8-K                            16

Signatures                                                            17


<PAGE>  1

PART I - FINANCIAL INFORMATION
------------------------------
Item 1.  Consolidated Financial Statements
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Statement of Consolidated Income (Unaudited)
Union Pacific Railroad Company and Consolidated Subsidiary 
and Affiliate Companies
For the Three Months Ended March 31, 1999 and 1998
---------------------------------------------------------------------------
               Millions of Dollars, Except Ratios        1999        1998
----------------------------------------------------------------------------
<S>                 <C>                                <C>         <C>
Operating Revenues  Rail............................   $2,479      $2,284
                    --------------------------------------------------------  

Operating Expenses  Salaries, wages and employee 
                       benefits.....................      905         884
                    Equipment and other rents.......      311         356
                    Depreciation (Note 4)...........      258         246
                    Fuel and utilities  (Note 3)....      178         208
                    Materials and supplies..........      133         132
                    Casualty costs..................      100         105
                    Other costs (Note 8)............      230         300
                    --------------------------------------------------------
                    TOTAL ..........................    2,115       2,231
                    --------------------------------------------------------
Income              Operating Income................      364          53
                    Other income (Note 6)...........       23          18
                    Interest expense................     (156)       (134)
                    --------------------------------------------------------
                    Income(Loss) before Income Taxes      231         (63)
                    Income taxes....................      (82)         31
                    --------------------------------------------------------
                    Net Income (Loss)...............   $  149      $  (32)
                    --------------------------------------------------------
                    Ratio of Earnings to Fixed 
                       Charges (Note  7)............      2.1         0.6
----------------------------------------------------------------------------
</TABLE>
            The accompanying notes to the financial statements are an
                      integral part of these statements.

<PAGE>  2
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Statement of Consolidated Financial Position (Unaudited)
Union  Pacific Railroad Company and Consolidated  Subsidiary
and Affiliate Companies
----------------------------------------------------------------------------
                                                    March 31,     Dec.31,
               Millions of Dollars                       1999        1998
----------------------------------------------------------------------------
Assets
<S>                  <C>                                <C>         <C>
Current Assets       Cash and temporary investments.    $    66     $    35
                     Accounts receivable (Note 3)...        480         494
                     Inventories....................        343         337
                     Current deferred tax asset.....        130         130
                     Other  current assets..........         87          85
                     -------------------------------------------------------
                     Total..........................      1,106       1,081
                     -------------------------------------------------------
Investments          Investments in and advances 
(Note 2)                to affiliated companies.....        618         520
                     Other investments..............        137         171
                     -------------------------------------------------------
                     Total..........................        755         691
                     -------------------------------------------------------
Properties           Cost...........................     32,656      32,334
(Note 4)             Accumulated depreciation.......     (6,085)     (5,871)
                     -------------------------------------------------------
                     Net............................     26,571      26,463
                     -------------------------------------------------------
Other                Other assets...................        101         122
                     -------------------------------------------------------
                     Total Assets...................    $28,533     $28,357
----------------------------------------------------------------------------
Liabilities and Stockholders' Equity
                     -------------------------------------------------------
Current Liabilities  Accounts payable...............    $   496     $   493
                     Accrued wages and vacation 
                           payable..................        432         380
                     Accrued casualty costs.........        350         364
                     Income and other taxes payable.        297         297
                     Debt due within one year.......        176         178
                     Interest payable...............        100         110
                     Other current 
                           liabilities (Note 2).....        680         730
                     -------------------------------------------------------
                     Total..........................      2,531       2,552
                     -------------------------------------------------------
Other Liabilitiesand Intercompany borrowing 
and Stockholders'      from UPC.....................      5,515       5,368
Equity               Third-party debt due after 
                       one year.....................      2,571       2,606
                     Deferred income taxes..........      6,822       6,759
                     Accrued casualty costs.........        991         928
                     Retiree benefit obligations....        746         737
                     Other long-term 
                       liabilities (Notes 2 and 8)..        632         781
                     Redeemable preference shares...         27          27
                     Common stockholders'  
                       equity (Page 4)..............      8,698       8,599
                     -------------------------------------------------------
                     Total Liabilities and 
                       Stockholders' Equity.........    $28,533     $28,357
----------------------------------------------------------------------------
</TABLE>
            The accompanying notes to the financial statements are an
                       integral part of these statements.

<PAGE>  3
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Statement of Consolidated Cash Flows (Unaudited)
Union Pacific Railroad Company and Consolidated Subsidiary
and Affiliate Companies
For the Three Months Ended March 31, 1999 and 1998
----------------------------------------------------------------------------
               Millions of Dollars                         1999        1998
<S>                  <C>                                 <C>         <C>
Cash from Operations Net Income (Loss).............      $  149      $  (32)
                     Non-cash charges to income:
                       Depreciation................         258         246
                       Deferred income taxes.......          63         (27)
                       Other - net.................         (30)        (54)
                     Changes in current assets 
                       and liabilities.............         (15)       (272)
                     -------------------------------------------------------
                     Cash Provided by (Used in)  
                       Operations..................         425        (139)
                     -------------------------------------------------------
Investing Activities Capital investments...........        (363)       (518)
                     Other - net (Note 2)..........         (91)        (25)
                     -------------------------------------------------------
                     Cash Used in Investing 
                       Activities..................        (454)       (543)
                     -------------------------------------------------------
Equity and Financing Debt repaid...................         (37)       (132)
Activities           Net financings................           -          91
                     Dividends paid to parent......         (50)       (110)
                     Advances from affiliated 
                     companies - net...............         147         831
                     -------------------------------------------------------
                     Cash Provided by Equity 
                        and Financing Activities...          60         680
                     -------------------------------------------------------
                     Net Change in Cash and 
                        Temporary Investments......          31          (2)
                     Cash at Beginning of Period...          35          50
                     -------------------------------------------------------
                     Cash at End of Period.........      $   66      $   48

Change in Current    Accounts receivable...........      $   14      $   46
Assets and           Inventories...................          (6)        (13)
Liabilities          Other current assets..........          (2)         59
                     Accounts, wages and 
                        vacation payable...........          55        (216)
                     Debt due within one year......          (2)       (100)
                     Other current liabilities.....         (74)        (48)
                     -------------------------------------------------------
                     Total.........................      $  (15)     $ (272)
-----------------------------------------------------------------------------
</TABLE>
               The accompanying notes to financial statements are an
                         integral part of these statements.

<PAGE>  4

----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Statement of Changes in Common Stockholders' Equity (Unaudited)
Union Pacific Railroad and Consolidated Subsidiary and
Affiliate Companies
For the Three Months Ended March 31, 1999
----------------------------------------------------------------------------
             Millions of Dollars
<S>                  <C>                                         <C>
Common Stock         Common stock, $10.00 par value
(Note   5)           (authorized 9,200 shares) balance at 
                     beginning and end of period 
                     (4,465 shares issued).................       $  -
                     -------------------------------------------------------
Class  A Stock       Class A Stock, $10.00 par value 
(Note 5)             (authorized 800 shares) balance at 
                     beginning and end of period
                     (388 shares issued)...................          -
                     -------------------------------------------------------
Paid-in  Surplus     Balance at beginning and 
                        end of period......................        4,782
                     -------------------------------------------------------
Retained Earnings    Balance at beginning of period........        3,817
                     Net Income............................          149
                     -------------------------------------------------------
                     Total.................................        3,966
                     Dividends declared....................          (50)
                     -------------------------------------------------------
                     Balance at end of period..............        3,916
                     -------------------------------------------------------
                     Total Common Stockholders' Equity.....       $8,698
----------------------------------------------------------------------------
</TABLE>
           The  accompanying notes to the financial statements  are  an
                        integral part of these statements.

<PAGE>  5

        UNION PACIFIC RAILROAD COMPANY AND CONSOLIDATED SUBSIDIARY
                        AND AFFILIATE COMPANIES
                                
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ------------------------------------------
                             (Unaudited)


1. Responsibilities  for  Financial  Statements  -  Union
   Pacific  Railroad  Company (the  Registrant),  a  Class  I
   railroad  incorporated  in  Delaware  and  a  wholly-owned
   subsidiary of Union Pacific Corporation (the Corporation or
   UPC), together with a number of wholly-owned and majority-
   owned subsidiaries, certain affiliates and various minority-
   owned  terminal  and  bridge companies (collectively,  the
   Company or Railroad), operates various railroad and railroad-
   related  businesses. The Company's rail operations include
   for  all  periods the operations of Union Pacific Railroad
   Company,  a  Utah  corporation  and  predecessor  to   the
   Registrant (UPRR), and the rail operating subsidiaries  of
   Southern Pacific Rail Corporation (Southern Pacific or SP)
   (see Note 5). The consolidated financial statements of the
   Company   are   unaudited  and  reflect  all   adjustments
   (consisting only of normal and recurring adjustments) that
   are,  in the opinion of management, necessary for  a  fair
   presentation of the financial position and operating results
   for   the  interim  periods  presented.  The  consolidated
   financial statements should be read in conjunction with the
   consolidated   financial  statements  and  notes   thereto
   contained in the Company's Annual Report on Form 10-K  for
   the year ended December 31, 1998.  The results of operations
   for  the  three  months  ended  March  31,  1999  are  not
   necessarily indicative of the results for the year  ending
   December  31,  1999.   Certain  1998  amounts  have   been
   reclassified  to  conform to the 1999 financial  statement
   presentation.

2. Acquisitions

   Southern  Pacific  -  UPC consummated the  acquisition  of
   Southern  Pacific in September 1996.  The  acquisition  of
   SP   was  accounted  for  as  a  purchase  and  was  fully
   consolidated  into  UPC's results  in  October  1996.  The
   various   SP   rail-operating   subsidiaries   were   then
   subsequently legally merged with the Railroad.

   Merger  Consolidation Activities - In connection with  the
   acquisition  and  continuing  integration  of   UPRR   and
   Southern Pacific's rail operations, the Company is in  the
   process  of  eliminating 5,200 duplicate positions,  which
   are  primarily employees involved in activities other than
   train,  engine  and  yard  activities.  In  addition,  the
   Company   is   relocating  4,700  positions,  merging   or
   disposing  of  redundant  facilities,  and  disposing   of
   certain   rail  lines.  The  Company  is  also   canceling
   uneconomical and duplicative SP contracts.

      To  date  the  Company has severed 2,450 employees  and
   relocated  3,900  employees due to  merger  implementation
   activities. The Company recognized a $958 million  pre-tax
   liability as part of the SP purchase price allocation  for
   costs  associated  with SP's portion of these  activities.
   In  addition,  the Railroad expects to incur $160  million
   in  pre-tax  acquisition-related  costs  for  severing  or
   relocating  UPRR  employees,  disposing  of  certain  UPRR
   facilities, and training and equipment upgrading over  the
   merger  implementation  period.  Earnings  for  the  three
   months  ending March 31, 1999 and 1998 included $9 million
   and  $18 million after-tax, respectively, for acquisition-
   related costs for UPRR consolidation activities.
  
<PAGE>  6

      The components of the merger liability as of March 31,
   1999 were as follows:
<TABLE>
<CAPTION>
   ----------------------------------------------------------------
                                      Original  Cumulative  Current
   Millions of Dollars                Reserve   Activity    Reserve
   ----------------------------------------------------------------
   <S>                                 <C>       <C>         <C>
   Contractual obligations...........  $361      $361        $  -
   Severance costs...................   343       257          86
   Contract cancellation fees and 
    facility and line closure costs..   145       125          20
   Relocation costs..................   109        81          28
   ----------------------------------------------------------------
   Total.............................  $958      $824        $134
   ----------------------------------------------------------------
</TABLE>  

   Merger  Liabilities - Merger liability activity  reflected
   cash  payments  for  merger consolidation  activities  and
   reclassifications of contractual obligations  from  merger
   liabilities   to  contractual  liabilities.  The   Company
   expects  that the remaining merger payments will  be  made
   over   the  course  of  the  next  three  years  as  labor
   negotiations  are  completed and implemented  and  related
   merger consolidation activities are finalized.

   Mexican  Railway  Concession  - During 1997,  the  Company
   and  a  consortium  of  partners were  granted  a  50-year
   concession  to  operate  the Pacific-North  and  Chihuahua
   Pacific  lines  in Mexico and a 25% stake  in  the  Mexico
   City  Terminal  Company at a price of  $525  million.  The
   consortium  assumed operational control of both  lines  in
   1998.   In March 1999, the Company purchased an additional
   13%  ownership interest for $87 million from  one  of  its
   partners. The Railroad now holds a 26% ownership share  in
   the  consortium.   The investment is accounted  for  under
   the equity method.

3. Financial   Instruments  -  The  Company  uses  derivative
   financial  instruments in limited instances and for  other
   than  trading  purposes to manage risk as  it  relates  to
   fuel  prices.   Where the Company has  fixed  fuel  prices
   through  the  use of swaps, futures or forward  contracts,
   the  Company  has mitigated the downside risk  of  adverse
   price  and  rate movements; however, it has  also  limited
   future gains from favorable movements.

   Credit  Risk - The total credit risk associated  with  the
   Company  's  counterparties was $17 million at  March  31,
   1999.  The  Company  has  not  been  required  to  provide
   collateral;  however, the Company has received  collateral
   relating  to  its hedging activity where the concentration
   of credit risk was substantial.

   Valuation  -  The  fair  market values  of  the  Company's
   derivative  financial instrument positions  at  March  31,
   1999  and  December  31, 1998 were determined  based  upon
   current   fair  market  values  as  quoted  by  recognized
   dealers  or  developed  based upon the  present  value  of
   future  cash  flows  discounted  at  the  applicable  U.S.
   treasury rate and swap spread.

<PAGE>  7

      The  following is a summary of the Company's  financial
   instruments at March 31, 1999 and December 31, 1998:
<TABLE>
<CAPTION>
   -------------------------------------------------------------------------
   Millions of Dollars                              March 31,  December 31,
   Except Percentages and Average Commodity Prices       1999          1998
   -------------------------------------------------------------------------
    <S>                                                 <C>           <C>
    Rail Fuel Hedging:                                        
       Fuel purchases hedged for 1999............       $ 257         $ 343
       Percentage of forecasted 1999 fuel          
            consumption hedged...................          64            64
       Average price of 1999 hedges               
            outstanding (per gallon) [a].........       $0.41         $0.41
       Fuel purchases hedged for 2000............       $  54             -
       Percentage of forecasted 2000 fuel          
            consumption hedged...................          12             -
       Average price of 2000 hedges                       
            outstanding (per gallon) [a].........       $0.39             -   
   -------------------------------------------------------------------------
</TABLE>   
      [a]Excludes taxes and transportation costs.
   
      The  asset  and  liability positions of  the  Company's
   outstanding  financial instruments at March 31,  1999  and
   December 31, 1998 are as follows:
<TABLE>
<CAPTION>
   -------------------------------------------------------------------------
                                                    March 31,  December 31,   
   Millions of Dollars                                   1999          1998
  --------------------------------------------------------------------------
   <S>                                                    <C>          <C>
   Rail Fuel Hedging:                                       
    Gross fair market asset position.............         $17          $  -
    Gross fair market (liability) position.......           -           (49)
  --------------------------------------------------------------------------
   Total asset (liability) position..............         $17          $(49)
  --------------------------------------------------------------------------
</TABLE>
      The Company's  use  of financial instruments  had  the
    following impact on pre-tax income for the quarters  ended
    March 31, 1999 and 1998:
  --------------------------------------------------------------------------
                                             March 31,    March 31,
   Millions of Dollars                            1999         1998
  --------------------------------------------------------------------------
   Reduction in Pre-Tax Income                     $19          $14
  --------------------------------------------------------------------------
                                                       
   Sale  of  Receivables  -  The  Railroad  has  sold,  on  a
   revolving   basis,   an  undivided  percentage   ownership
   interest  in  a designated pool of accounts receivable  to
   third parties through a bankruptcy-remote subsidiary  (the
   Subsidiary).  The Subsidiary is collateralized  by  a  $76
   million   note   from  the  Registrant.  The   amount   of
   receivables  sold  fluctuates based upon the  availability
   of  the  designated pool of receivables  and  is  directly
   affected  by  changing business volumes and credit  risks.
   At   March  31,  1999  and  December  31,  1998,  accounts
   receivable   are   presented  net  of  $580   million   of
   receivables sold.

4.   Properties - Major property accounts were as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                 March 31,    December 31,
    Millions of Dollars                              1999             1998
    ------------------------------------------------------------------------
    <S>                                           <C>              <C> 
    Land and other property.................      $ 5,000          $ 4,992
    Track, structures and facilities........       20,065           19,803
    Locomotives.............................        4,480            4,486
    Freight cars............................        2,583            2,536
    Other equipment.........................          528              517
----------------------------------------------------------------------------    
    Total...................................      $32,656          $32,334
----------------------------------------------------------------------------   
</TALBE>    
<PAGE>  8    
    
    
     Accumulated depreciation accounts were as follows:

</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------    
                                                 March 31,    December 31,
    Millions of Dollars                               1999            1998
----------------------------------------------------------------------------
    <S>                                             <C>             <C>
    Track, structures and facilities........        $3,458          $3,308
    Locomotives.............................         1,407           1,384
    Freight cars............................         1,084           1,070
    Other equipment.........................           136             109
----------------------------------------------------------------------------
    Total...................................        $6,085          $5,871
----------------------------------------------------------------------------
</TABLE>

5. Capital  Stock  - The number of shares  shown  in  the
   Common Stock section of the Statement of Changes in Common
   Stockholders'  Equity on page 4 excludes 2,665  shares  of
   Common  Stock  and 232 shares of Class A  Stock  owned  by
   Southern  Pacific  Rail Corporation, an affiliate  of  the
   Registrant, whose results are included in the consolidated
   financial statements.

6. Other Income - Other income included the following:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
   Millions of Dollars                           March 31,       March 31,
                                                      1999            1998
----------------------------------------------------------------------------
   <S>                                                 <C>             <C>  
   Net gain on asset dispositions.............         $11             $14
   Rental income..............................          12              11
   Interest income............................           2               3
   Other - net................................          (2)            (10)
   -------------------------------------------------------------------------
   Total......................................         $23             $18
----------------------------------------------------------------------------
</TABLE>
7. Ratio  of  Earnings  to  Fixed  Charges  -  The  ratio  of
   earnings  to  fixed  charges  has  been  computed   on   a
   consolidated basis.  Earnings represent net income  (loss)
   less  equity  in  undistributed earnings of unconsolidated
   affiliates,  plus income taxes and fixed  charges.   Fixed
   charges  represent interest, amortization of debt discount
   and  the  estimated  interest portion of  rental  charges.
   For  the  three months ended March 31, 1998, fixed charges
   exceeded earnings by approximately $72 million.

8. Commitments  and Contingencies - There are various  claims
   and  lawsuits pending against the Company. The Company  is
   also  subject  to  Federal, state and local  environmental
   laws  and  regulations, pursuant to which it is  currently
   participating  in  the investigation  and  remediation  of
   numerous   sites.    In   addition,   the   Company   also
   periodically  enters into financial and other  commitments
   and  guarantees  in  connection with its  businesses,  and
   have  retained  certain contingent  liabilities  upon  the
   disposition of formerly owned operations.

      It  is  not  possible at this time for the  Company  to
   determine  fully  the  effect of  any  or  all  unasserted
   claims  on its consolidated financial condition;  however,
   to  the  extent possible, where unasserted claims  can  be
   estimated  and where such claims are considered  probable,
   the  Company  has recorded a liability.  The Company  does
   not  expect that any known lawsuits, claims, environmental
   costs,  commitments  or guarantees will  have  a  material
   adverse  effect  on its consolidated financial  condition.
   Certain potentially significant contingencies relating  to
   the Company's business are detailed below:

   Customer Claims - Certain customers have submitted  claims
   for  damages related to shipments delayed by the  Railroad
   as  a result of congestion problems, and certain customers
   have   filed  lawsuits  seeking  relief  related  to  such
   delays.  The  nature  of the damages sought  by  claimants
   includes,  but  is not limited to, 
   
<PAGE>  9   

   contractual  liquidated
   damages,    freight    loss   or    damage,    alternative
   transportation charges, additional production costs,  lost
   business  and  lost profits. In addition,  some  customers
   have   asserted  that  they  have  the  right  to   cancel
   contracts  as  a  result of alleged material  breaches  of
   such  contracts by the Railroad. The Company has  made  no
   additional provisions for such claims in 1999.

   Shareholder  Lawsuits - UPC and certain  of  its  officers
   and  directors (who are also directors of the  Registrant)
   are  defendants in two purported class actions  that  have
   been  consolidated into one proceeding.  The  consolidated
   complaint   alleges,   among  other   things,   that   the
   Corporation  violated  the  Federal  securities  laws   by
   failing  to  disclose material facts and making materially
   false  and  misleading statements concerning the  service,
   congestion  and safety problems encountered following  the
   Corporation's  acquisition of Southern  Pacific  in  1996.
   These  lawsuits  were filed in late  1997  in  the  United
   States  District Court for the Northern District of  Texas
   and  seek  to  recover  unspecified  amounts  of  damages.
   Management  believes  that  the  plaintiffs'  claims   are
   without  merit and intends to defend them vigorously.  The
   defendants  have  moved to dismiss this  action,  and  the
   motion  has been fully briefed and is awaiting a  decision
   by the Court.

      In addition to the class action litigation, a purported
   derivative  action was filed on behalf of the  Corporation
   and  the  Registrant  in September 1998  in  the  District
   Court for Tarrant County, Texas, naming as defendants  the
   then-current   and   certain  former  directors   of   the
   Corporation   and   the   Registrant   and,   as   nominal
   defendants,  the  Corporation  and  the  Registrant.   The
   derivative  action alleges, among other things,  that  the
   named  directors breached their fiduciary  duties  to  the
   Corporation   and   the  Registrant   by   approving   and
   implementing   the   Southern   Pacific   merger   without
   informing  themselves  of  its  impact  or  ensuring  that
   adequate  controls were put in place and  by  causing  UPC
   and  the  Registrant to make misrepresentations about  the
   Registrant's  service  problems to the  financial  markets
   and  regulatory  authorities. The Corporation's  Board  of
   Directors   established  a  special  litigation  committee
   consisting  of three independent directors to  review  the
   plaintiff's  allegations and determine whether  it  is  in
   UPC's  best  interest to pursue them.  The  committee  has
   unanimously  concluded  that further  prosecution  of  the
   derivative  action  on behalf of the Corporation  and  the
   Registrant  is  not in the best interest  of  either  such
   company.  Accordingly, the Corporation and the  Registrant
   have  filed  a  motion  with  the  Court  to  dismiss  the
   derivative   action.   The  individual   defendants   also
   believe that these claims are without merit and intend  to
   defend them vigorously.

9. Accounting  Pronouncements - In June 1998,  the  Financial
   Accounting  Standards  Board  issued  Statement  No.  133,
   "Accounting   for  Derivative  Instruments   and   Hedging
   Activities" (FAS 133), that will be effective  January  1,
   2000.   While  management  is  still  in  the  process  of
   determining  the  full effect FAS 133  will  have  on  the
   Company's  financial statements, management has determined
   that   FAS  133  will  increase  the  volatility  of   the
   Company's   asset,  liability  and  equity  (comprehensive
   income)  positions as the change in the fair market  value
   of  all financial instruments the Company uses for fuel or
   interest rate hedging purposes will, upon adoption of  FAS
   133,  be  recorded in the Company's Statement of Financial
   Position  (See Note 3).  In addition, to the  extent  fuel
   hedges   are  ineffective  due  to  pricing  differentials
   resulting  from the geographic dispersion of the Company's
   operations,   income   statement   recognition   of    the
   ineffective  portion  of  the  hedge  position   will   be
   required.   Management does not anticipate that the  final
   adoption  of  FAS 133 will have a material impact  on  the
   Company's consolidated financial statements.

<PAGE> 10

Item 2.   Management's Narrative Analysis of the Results  of
Operations

 UNION PACIFIC RAILROAD COMPANY AND CONSOLIDATED SUBSIDIARY
                   AND AFFILIATE COMPANIES
                    RESULTS OF OPERATIONS
  Quarter ended March 31, 1999 Compared to March 31, 1998

Service  Issues - The results of operations of Union Pacific
Railroad Company (Registrant) together with its wholly-owned
and  majority-owned  subsidiaries,  and  certain  affiliates
(collectively, the Company or the Railroad),  in  the  first
quarter  of 1998 were adversely affected by congestion  that
began  in  the  third  quarter of  1997.   However,  service
recovery  efforts  resulted in significant  improvements  in
operating and financial results beginning in the latter half
of 1998 and continuing into the first quarter of 1999.

Net  Income  - Rail operations reported net income  of  $149
million for the first quarter of 1999 compared to a 1998 net
loss  of  $32  million.  Higher earnings resulted  primarily
from  the  positive effects of continuing  service  recovery
efforts.  The  following table demonstrates  the  impact  of
service   issues  over  the  previous  two  years  and   the
continuing  operating improvement made over the  last  three
quarters that was driven, in part, by benefits derived  from
decentralization  of  Rail  operations,  merger   synergies,
capacity expansion and service recovery actions:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Averages, Except Ratios   1Q97  2Q97  3Q97  4Q97  1Q98  2Q98  3Q98 4Q98  1Q99
--------------------------------------------------------------------------------
<S>                       <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>  
Seven-Day Loadings(000's).168.1 170.7 166.9 153.2 152.5 154.9 155.3 160.6 161.4
Train Speed (MPH)......... 18.6  18.4  15.0  13.2  13.8  14.0  14.4  15.5  17.5
Car  Cycle Times (Days)... 12.6  12.7  15.2  17.5  17.6  16.4  15.9  14.4  13.6
Operating  Ratio (%)...... 86.2  80.9  82.0 102.5  97.7 105.1  90.5  88.7  85.3
--------------------------------------------------------------------------------
</TABLE>

Operating Revenues - Rail operating revenues increased  $195
million  (9%)  to  $2,479  million in  1999,  as  operations
continued to recover from congestion-affected 1998  results.
Carloadings  for the first quarter of 1999  were  6%  higher
than  1998. Average revenue per car (ARC) improved  2%  over
1998 to $1,173.

   The  following table summarizes the quarterly  change  in
rail commodity revenue (CR):
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
   Carloads in Thousands, Commodity Revenues in Millions of Dollars
                           1999          Change vs 1Q 1998   % Change vs 1Q 1998
                    -------------------  -----------------   -------------------
                    Cars    ARC     CR   Cars   ARC    CR    Cars    ARC     CR
  <S>                <C>  <C>     <C>      <C>   <C>  <C>     <C>    <C>     <C>
  Energy..........   477  $1,183  $  564   35   $59  $ 67      8%     5%     13%
  Industrial......   327   1,373     449   14    (8)   16      4     (1)      4
  Chemicals.......   225   1,781     401    2    31    11      1      2       3
  Intermodal......   626     620     388   26    17    27      4      3       7
  Agriculture.....   223   1,552     347   22    (9)   32     11     (1)     10
  Automotive......   170   1,491     253   11    43    23      7      3      10
  ----------------------------------------------------------------------------- 
  Total........... 2,048  $1,173  $2,402  110   $24  $176      6%     2%      8%
  ------------------------------------------------------------------------------
</TABLE>   
Energy  -  Commodity revenue increased $67 million (13%)  to
$564   million  in  1999  driven  by  an  8%   increase   in
carloadings.   ARC also improved $59 per car  (5%)  quarter-
over-quarter  due to changes in product mix,  as  short-haul
Illinois  traffic  decreased and  longer-haul  Powder  River
Basin  (PRB) traffic increased.  PRB trains per day improved
quarter-over-quarter  from 24.8 in 1998  to  28.4  in  1999.
This, in addition to longer trains (120.2 cars/train in 1999
vs.  117.6  in  1998),  boosted loads  by  approximately  42
thousand  units (16%), helping to improve 1999 PRB  business
versus  1998.  All  other  mine locations  posted  declines,
largely  due  to  decreased  demand  and  business  lost  to
competitors during 1998's service difficulties.

Industrial - Carloadings and commodity revenue increased  4%
over  1998.  Volume increases resulted from stronger  demand
and improved cycle times.  Traffic gains occurred in lumber,
stone  and  cement  due to strong construction  

<PAGE> 11

demand,  and
recyclables grew due to new business.  Gains were  partially
offset  by  decreased steel loadings that were down  due  to
higher  imports of low-priced foreign steel,  which  reduced
U.S.  production,  and  lost  volumes  from  a  major  steel
producer who filed for bankruptcy.  ARC declined 1%  due  to
product  mix  issues,  as volume shortfalls  of  longer-haul
steel  and volume gains of shorter-haul, low-ARC stone  were
partially offset by gains in high-ARC lumber.

Chemicals  - Carloadings increased 1% to 225 thousand  cars,
and  commodity revenue increased $11 million  (3%)  to  $401
million.   The increase in volume resulted principally  from
improved  service  levels  and  an  increase  in  chargeable
storage-in-transit moves (short-haul storage moves  awaiting
final   delivery).  Plastics,  liquid  and  dry   chemicals,
petroleum  products  and phosphorous  moves  all  increased.
These  gains were partially offset by declines in  soda  ash
caused  by the adverse impact on demand resulting  from  the
Asian  currency crisis, lower sulfur moves resulting from  a
major facility closing, and a decline in liquid propane  gas
business due to increased rail competition.  ARC improved 2%
due  to  product  mix,  reflecting traffic  improvements  in
longer-haul  plastics and fewer short-haul,  low-ARC  export
sulfur moves.

Intermodal - Commodity revenue increased $27 million (7%) to
$388  million, while carloadings were up 4% to 626  thousand
loads  as  a  result  of better cycle  times.  Results  were
positively affected by growth in imports from Asia.   Import
gains  were  partially countered by a decline in exports  to
Asia,  due  to the Asian economic crisis, and lost  business
caused by the service constraints in 1998.  ARC increased 3%
due to positive mix shifts (longer-haul shipments) and price
increases.

Agriculture  - Commodity revenues were up $32 million  (10%)
over  1998  due  primarily to a service-driven  increase  in
carloadings. Volumes increased 11% to 223 thousand cars, the
result of improved service levels in 1999 which resulted  in
a  25%  increase in wheat carloadings and 15%  increases  in
corn  and food grain carloadings.  However, demand for grain
transportation  continued  to  be  adversely   affected   by
depressed commodity prices.  ARC declined 1%, primarily  the
result  of  a higher proportion of shorter-haul  Gulf  Coast
moves, compared to long-haul West Coast moves.

Automotive  -  Commodity revenues were up $23 million  (10%)
driven  mainly  by  a  7%  increase in  carloadings.  Strong
domestic  production, improvements in cycle  times  and  new
business with domestic producers all helped to drive the 11%
improvement in finished vehicle volumes.  Parts volumes were
1% lower due to model changeovers and a plant shutdown.  ARC
increased  $43  (3%) per car due to a combination  of  price
increases  and  a  higher proportion of higher-ARC  finished
vehicle moves.

Operating  Expenses  -  Operating  expenses  decreased  $116
million  (5%)  to  $2,115 million in 1999.  Rail  operations
continued  to improve in key operating areas over  the  last
three  quarters, which has driven the expense  decline.  The
following table provides explanations for variances  in  the
Railroad's  operating expenses from the quarter ended  March
31, 1999 compared to the quarter ended March 31, 1998:

<PAGE> 12
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Millions of Dollars            1999                    Cost Drivers
                                      ------------------------------------------
                               Over          Volume Productivity Merger
Increase (Decrease)            1998   Price   [c}        [d]    Benefits  Other
--------------------------------------------------------------------------------
<S>                           <C>      <C>      <C>      <C>      <C>     <C>   
Salaries and benefits........ $  21    $ 16     $22      $ (9)    $ (8)   $  -
Equipment  and  other rents..   (45)     (6)      6       (39)       -      (6)
Depreciation.................    12       -      12         -        -       -
Fuel and utilities...........   (30)    (40)     16        (4)       -      (2)
Materials and supplies.......     1       -       1         -        -       -
Casualty costs...............    (5)      -       -        (5)       -       -
Other [a]....................   (70)      -       -        (8)     (29)    (33)
--------------------------------------------------------------------------------
Total........................ $(116)   $(30)    $57      $(65)    $(37)   $(41)
--------------------------------------------------------------------------------
</TABLE>
[a]  Includes a $53 million reduction in service recovery costs over 1998.
[b]  Impact of changes in prices paid for goods and services.
[c]  Impact of changing business levels.
[d]  Impact of quality and process improvement.

Salaries, wages and employee benefits - Labor expenses  were
$21  million  (2%) higher than 1998 caused  by  higher  rail
volumes and wage inflation that were partially mitigated  by
merger consolidation benefits and productivity improvements.

Equipment  and  other  rents - Rent  expense  decreased  $45
million  (13%)  versus 1998 due primarily to improved  cycle
times  (13.6  days in 1999 compared to 17.6 days  in  1998),
lower  prices  and  shorter  length  of  haul,  which   were
partially   offset  by  higher  volume  as  gross  ton-miles
increased 9% year-over-year.

Depreciation  - Depreciation expense grew $12 million or  5%
to  $258  million due to the Railroad's capital spending  in
1998 and 1997, as well as through the first quarter of 1999.
The  Railroad spent over $2 billion on capital  projects  in
1998  and $363 million on capital projects during the  first
quarter of 1999.

Fuel and utilities - Fuel expenses were down $30 million  or
14%  from  1998, reflecting lower fuel prices  and  improved
consumption  rates, which were partially  offset  by  higher
volume.  A  9%  increase  in gross-ton  miles  quarter-over-
quarter  added  volume-related fuel  costs  of  $16  million
versus  1998.   Prices were down 14 cents per gallon  to  50
cents, saving $40 million. The fuel consumption rate of 1.39
gallons  per thousand gross-ton miles improved 2% from  last
year,  lowering  fuel  costs  by  another  $4  million.  The
Railroad hedged 70% of its first quarter fuel consumption in
1999,  which increased fuel costs by $19 million, or 6 cents
per gallon. Expected fuel consumption for the remaining nine
months  of 1999 is 64% hedged at an average of 55 cents  per
gallon (including taxes and transportation charges).

Materials  and  supplies - Materials  and  supplies  expense
increased $1 million (1%) from first quarter 1998. Increased
material  costs for locomotive and rebuilt parts, reflecting
a  general increase in repair levels, were offset by  higher
credits received for parts rebuilt.

Casualty  costs  - Casualty costs declined $5  million  (5%)
from  1998  due to a decline in the average cost  of  injury
settlement claims, which was partially offset by an increase
in  the  number of claims. In addition, insurance costs  and
costs  for  repairs on cars from other railroads were  lower
quarter-over-quarter.

Other  costs - Other costs decreased $70 million (23%)  from
1998  due to the effects of service recovery efforts,  which
resulted in a reduction of third-party transportation  costs
and  the  elimination  of  contract penalties  and  customer
claims, as well as merger savings.

<PAGE> 13

Operating Income - Operating income increased  $311  million
to  $364 million in 1999.  Both periods included the  impact
of  one-time merger-related costs for severance,  relocation
and  training  of  employees ($9 million  reduction  in  net
income  in  1999 and $18 million reduction in net income  in
1998).   The operating ratio for the first quarter  of  1999
was  85.3,  12.4  points better than 1998's  97.7  operating
ratio.   Operational  improvements due to  service  recovery
were  the  key  drivers of the improvement in the  operating
ratio.

Non-Operating  Items  - Other income  increased  $5  million
(28%).   Interest expense increased $22 million, the  result
of higher debt levels.  Income taxes increased $113 million,
reflecting higher income before income taxes.
                              
                        OTHER MATTERS

Commitments and Contingencies - There are various claims and
lawsuits  pending  against the Company and  certain  of  its
subsidiaries.  In addition, the Company and its subsidiaries
are   subject   to   various  Federal,   state   and   local
environmental  laws and are currently participating  in  the
investigation and remediation of various sites.

A  discussion  of certain claims, lawsuits,  guarantees  and
contingencies  is  set forth in Note 8 to  the  Consolidated
Financial  Statements,  which  is  incorporated  herein   by
reference.

Accounting  Pronouncements  - In  June  1998  the  Financial
Accounting  Standards  Board  issued  Statement   No.   133,
"Accounting   for   Derivative   Instruments   and   Hedging
Activities"  (FAS  133), that will be effective  January  1,
2000.    While  management  is  still  in  the  process   of
determining  the  full  effect FAS  133  will  have  on  the
Company's  financial statements, management  has  determined
that  FAS  133 will increase the volatility of the Company's
asset, liability and equity (comprehensive income) positions
as  the  change  in the fair market value of  all  financial
instruments  the  Company uses for  fuel  or  interest  rate
hedging purposes will, upon adoption of FAS 133, be recorded
in  the Company's Statement of Financial Position (See  Note
3).   In addition, to the extent fuel hedges are ineffective
due  to  pricing differentials resulting from the geographic
dispersion  of  the Company's operations,  income  statement
recognition of the ineffective portion of the hedge position
will  be required.  Management does not anticipate that  the
final adoption of FAS 133 will have a material impact on the
Company's consolidated financial statements.

Year  2000 - The Year 2000 (Y2K) compliance project  at  the
Company   includes   software  (internally   developed   and
purchased), hardware and embedded chips inside equipment and
machinery. The Company's enterprise-wide project encompasses
computer systems and equipment in multiple data centers  and
a   telecommunications  network  spread  over   23   states.
Equipment   containing  embedded  computer  chips   includes
locomotives,  automated  train switching  systems,  computer
aided   train   dispatching  systems,   signaling   systems,
computerized   fueling  stations,  weigh-in-motion   scales,
cranes,  lifts,  PBX  systems, elevators,  and  computerized
monitoring  systems throughout the Company. The Y2K  project
started with research in 1994 and an impact analysis of  the
Company's  mainframe COBOL systems in 1995. The Y2K  project
has been a high priority since then.
 
   The  Company's  Y2K Project is divided  into  five  major
initiatives as follows:

Mainframe  Systems  -  These systems  have  been  converted,
tested  and  deemed to be Y2K compliant as of  December  31,
1998.  Periodic  audits are planned during  1999  to  ensure
these systems remain Y2K compliant.

Client  Server Systems - Modifications of these systems  are
on  schedule,  and  the Company believes that  all  critical
client  server  systems  have been  converted,  tested,  and
deemed to be Y2K compliant as of December 31, 1998. The non-
critical client server systems are scheduled to be certified
as Y2K compliant by mid-1999.

<PAGE> 14

User Department Developed Systems - These systems consist of
both  mainframe and PC-based systems developed  by  internal
user  departments.  Modifications of these  systems  are  on
schedule,  and the Company estimates that approximately  99%
of  the  systems are complete as of March 31, 1999, and  the
remaining  1%  are  mostly  low priority  systems  that  are
scheduled to be completed in the first half of 1999.

Vendor Supplied and Embedded Systems - These systems consist
of  vendor-supplied software, desktop, mainframe and  server
hardware,  databases  and  operating  systems,  as  well  as
equipment  and machinery with embedded systems. One  hundred
percent  of  the  identified  critical  suppliers  of  these
systems  have indicated that they have a comprehensive  Year
2000  plan.   To help assure safety and Y2K compliance,  the
Company is testing selected critical software, hardware  and
embedded  systems, even if the vendor has already  certified
the  product.  The  Company is sharing  information  on  the
compliance and testing of safety critical components  common
to  the industry with the cooperation of the Association  of
American Railroads.

Electronic Commerce Systems - These systems consist  of  all
electronic exchanges of information with customers, vendors,
other  railroads  and financial institutions.  The  railroad
industry  has  agreed  on a standard 4-digit  year  for  all
electronic  interchanges. The Railroad can now transmit  and
receive  the new EDI standard that involves a 4-digit  year.
The  Company plans additional Y2K testing with customers and
trading  partners using current and older  versions  of  EDI
transactions in 1999.

   For each of these initiatives, seven major categories  of
events  have  been identified for contingency  plans.  These
categories  are (1) key data - integrity/loss, (2)  critical
software,  (3)  critical hardware, (4)  communications,  (5)
critical supplies and suppliers, (6) facilities, and (7) key
personnel. The contingency plans also include a Y2K  command
center  that  will be staffed 24 hours a day in  the  fourth
quarter  of  1999  and continuing into early  2000  for  any
problems  that  might occur due to Y2K. The  staff  will  be
composed of technical experts to fix or advise what  to  fix
if systems fail, and knowledgeable representatives from each
business  unit. Contingency plans continue to  be  developed
and will be refined and adjusted throughout 1999.
 
   As  of March 31, 1999, approximately 98% of the Company's
systems  have been converted, tested, and deemed to  be  Y2K
compliant,  and  the remaining systems are  expected  to  be
modified  by the second quarter of 1999.  Costs  to  convert
the  Company's systems are expensed as incurred. As of March
31,  1999,  more than 80% of the costs of the  Y2K  project,
estimated  to  be $46 million in total, have been  expensed.
Although   the   Company  believes  its  systems   will   be
successfully modified, failure by it, or by those from  whom
the  Company purchases equipment, or by other entities  with
whom  the  Company exchanges data, or on whom it relies  for
data, to successfully modify their systems, could materially
impact operations and financial results in the year 2000.

                   CAUTIONARY INFORMATION


Certain  information included in this report  contains,  and
other materials filed or to be filed by the Company with the
Securities  and Exchange Commission (as well as  information
included in oral statements or other written statements made
or  to  be  made  by the Company) contain or  will  contain,
forward-looking  statements  within  the  meaning   of   the
Securities  Act  of  1933, as amended,  and  the  Securities
Exchange  Act  of  1934,  as amended.  Such  forward-looking
information may include, without limitation, statements that
the   Company   does  not  expect  that  claims,   lawsuits,
environmental  costs,  commitments, contingent  liabilities,
labor  negotiations or other matters will  have  a  material
adverse  effect  on  its consolidated  financial  condition,
results   of  operations  or  liquidity  and  other  similar
expressions  concerning  matters  that  are  not  historical
facts,  and  projections or predictions as to the  Company's

<PAGE> 15

financial   or  operational  results.  Such  forward-looking
information is or will be based on information available  at
that  time,  and  is  or  will  be  subject  to  risks   and
uncertainties  that  could cause actual  results  to  differ
materially from those expressed in the statements. Important
factors  that could cause such differences include, but  are
not  limited to, whether the Company is fully successful  in
recovering   from  the  effects  of  its  congestion-related
problems  and  implementing  its financial  and  operational
initiatives;  regaining  its  customers  who   switched   to
alternative  transportation arrangements during the  service
crisis;   industry   competition  and   legislative   and/or
regulatory  developments;  natural  events  such  as  severe
weather,  floods  and earthquakes; the  effects  of  adverse
general  economic conditions; changes in fuel prices;  labor
strikes;  the  impact  of year 2000  systems  problems;  the
outcome of shipper claims related to congestion; and  claims
arising from environmental investigations or proceedings and
other  types of claims and litigation.  The Company  assumes
no  obligation  to  update  forward-looking  information  to
reflect actual results, changes in assumptions or changes in
other factors affecting forward-looking information.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The  discussion of certain legal proceedings  affecting  the
Registrant and/or certain of its subsidiaries set  forth  in
Note 8 to the Consolidated Financial Statements included  in
Item  1  of Part I of this Report is incorporated herein  by
reference.   In  addition  to those matters,  the  following
proceedings,   or  developments  in  proceedings   presently
pending, arose or occurred during the first quarter of 1999.

Southern  Pacific Acquisition - As reported in the Company's
Annual  Report on Form 10-K for the year ended December  31,
1998  (the Railroad 1998 10-K), on August 12, 1996  the  STB
served  a  decision (the Decision) approving the acquisition
of  control of Southern Pacific by the Corporation,  subject
to  various conditions.  The acquisition was consummated  on
September 11, 1996.  Various appeals were filed with respect
to  the  Decision,  and  all such  appeals  were  ultimately
consolidated  in the U.S. Court of Appeals for the  District
of  Columbia  Circuit.   All the appeals  were  subsequently
withdrawn  except  the  appeal of the Western  Coal  Traffic
League.  On March 23, 1999, the Court of Appeals entered  an
order affirming the Decision in all respects.

Bottleneck Proceedings - As reported in the Railroad 1998 10-
K,  the U.S. Court of Appeals for the Eighth Circuit entered
an order on February 10, 1999 that affirmed a prior decision
by  the  Surface Transportation Board of the U.S. Department
of Transportation (STB).  That decision generally reaffirmed
the STB's existing position regarding the obligation of rail
carriers  to provide rates for "bottleneck" segments  (lines
of  railroad that are served by a single railroad between  a
junction  and  an exclusively-served shipper  facility)  and
dismissed  two  complaint  proceedings  filed  by   shippers
challenging a class rate charged for the movement  of  coal,
to  which the Registrant and Union Pacific Railroad Company,
a  Utah  corporation, a predecessor to the Registrant,  were
parties.   The  STB's  decision  was  originally  served  on
December  31, 1996 and subsequently clarified on  April  30,
1997. On March 23, 1999, two of the shippers involved in the
complaint  proceedings filed a petition for  rehearing  with
the Eighth Circuit Court of Appeals, which was denied by the
Court on April 20, 1999.

Environmental Matters - As reported in the Railroad 1998 10-
K,  the Railroad had received notification that the District
Attorney for San Bernardino County, California had opened an
investigation  into  the  Railroad's  handling  of   several
hazardous material spills and releases in Barstow  and  West
Colton,  California.  As a result of the investigation,  the
District Attorney's office had alleged that the Railroad had
not  taken  sufficient  action to  prevent  the  spills  and
releases  and had not promptly reported them to  the  proper
agencies.  The  District Attorney further alleged  that  the
required  business plans for releases of hazardous materials
at  West  Colton  had not been filed with  the  county  fire
department  for several years.  During the first quarter  of
1999,  a  final 

<PAGE> 16

settlement was negotiated with the  District
Attorney's  office disposing of all pending cases pertaining
to  these  incidents in consideration of the  payment  of  a
civil  penalty in the amount of $350,000 and the  Railroad's
agreement to promptly report and handle any future spills.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits
          --------
              12  -  Computation of ratio of earnings to fixed charges.
              27  -  Financial data schedule.

     (b)  Reports on Form 8-K
          -------------------
          On  January  21, 1999,  the Company filed  a  Current
          Report   on   Form  8-K  announcing  UPC's  financial
          results for the fourth quarter of 1998.


[SIGNATURE]

                         SIGNATURES


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: May 14, 1999



                               UNION PACIFIC RAILROAD COMPANY
                               (Registrant)



                               By /s/ James R. Young
                                  ------------------
                                  James R. Young
                                 Senior Vice President-Finance
                                 (Chief Accounting Officer
                                     and Duly Authorized Officer)
                               
                               
                               By /s/ Richard J. Putz
                                  -------------------
                                  Richard J. Putz
                                 Assistant Vice President
                                 and Controller
                                  (Duly Authorized Officer)

<EXHIBIT INDEX>  INDEX

UNION  PACIFIC RAILROAD COMPANY AND CONSOLIDATED SUBSIDIARY COMPANIES
                        EXHIBIT INDEX



 Exhibit  No.      Description of Exhibits Filed with this Statement

    12             Computation of Ratio of Earnings to Fixed Charges

    27             Financial Data Schedule