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 September 30, 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 October 29, 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.


<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 September 30, 1999 and 1998......     1

        STATEMENT OF CONSOLIDATED INCOME
           For the Nine Months Ended September 30, 1999 and 1998.......     2

        STATEMENT OF CONSOLIDATED FINANCIAL POSITION
           At September 30, 1999 and December 31, 1998.................     3

        STATEMENT OF CONSOLIDATED CASH FLOWS
           For the Nine Months Ended September 30, 1999 and 1998.......     4

        STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
           For the Nine Months Ended September 30, 1999................     5

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.....................    6-10


Item 2: Management's Narrative Analysis of the Results of Operations...   11-16




                               PART II.  OTHER INFORMATION


Item 1: Legal Proceedings...............................................  16-17

Item 6: Exhibits and Reports on Form 8-K................................    17

Signatures..............................................................    18




<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 September 30, 1999 and 1998
-------------------------------------------------------------------------------
                      Millions of Dollars, Except Ratios          1999     1998
-------------------------------------------------------------------------------
<S>                   <C>                                       <C>      <C>
Operating Revenues    Rail..................................... $2,606   $2,360
                     ----------------------------------------------------------
Operating Expenses    Salaries, wages and employee benefits....    915      898
                      Equipment and other rents................    315      324
                      Depreciation.............................    259      251
                      Fuel and utilities (Note 3)..............    199      191
                      Materials and supplies...................    135      130
                      Casualty costs...........................     70      104
                      Other costs (Note 7).....................    198      237
                     ----------------------------------------------------------
                      Total....................................  2,091    2,135
                     ----------------------------------------------------------
Income                Operating Income.........................    515      225
                      Other income (Note 5)....................     23       45
                      Interest expense.........................   (158)    (162)
                     ----------------------------------------------------------
                      Income before Income Taxes...............    380      108
                      Income taxes.............................   (146)     (41)
                     ----------------------------------------------------------
                      Net Income............................... $  234   $   67
                     ----------------------------------------------------------
                      Ratio of Earnings to Fixed
                          Charges (Note 6).....................    2.8      1.5
</TABLE>

         The accompanying notes to the financial statements are an integral part
of these statements.


<PAGE>  2



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Statement of Consolidated Income (Unaudited)
Union Pacific Railroad Company and Consolidated Subsidiary
and Affiliate Companies
For the Nine Months Ended September 30, 1999 and 1998
-------------------------------------------------------------------------------
                      Millions of Dollars, Except Ratios          1999     1998
-------------------------------------------------------------------------------
<S>                   <C>                                       <C>      <C>
Operating Revenues    Rail..................................... $7,576   $6,961
                     ----------------------------------------------------------

Operating Expenses    Salaries, wages and employee benefits..... 2,694    2,671
                      Equipment and other rents................    930    1,024
                      Depreciation.............................    773      745
                      Fuel and utilities (Note 3)..............    567      600
                      Materials and supplies...................    401      396
                      Casualty costs...........................    254      316
                      Other costs (Note 7).....................    641    1,048
                     ----------------------------------------------------------
                      Total....................................  6,260    6,800
                     ----------------------------------------------------------
Income                Operating Income.........................  1,316      161
                      Other income (Note 5)....................     63      113
                      Interest expense.........................   (469)    (443)
                     ----------------------------------------------------------
                      Income (Loss) before Income Taxes........    910     (169)
                      Income taxes.............................   (321)      82
                     ----------------------------------------------------------
                      Net Income (Loss)........................ $  589   $  (87)
                     ----------------------------------------------------------
                      Ratio of Earnings to Fixed
                          Charges (Note 6).....................    2.4      0.7
</TABLE>
         The accompanying notes to the financial statements are an integral part
of these statements.


<PAGE>  3


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Statement of Consolidated Financial Position (Unaudited)
Union Pacific Railroad Company and Consolidated Subsidiary
and Affiliate Companies
-------------------------------------------------------------------------------
                                                              Sep. 30,   Dec.31,
                      Millions of Dollars                         1999     1998
-------------------------------------------------------------------------------
Assets

<S>                   <C>                                      <C>      <C>
Current Assets        Cash and temporary investments.......... $    53  $    35
                      Accounts receivable (Note 3)............     454      494
                      Inventories.............................     328      337
                      Current deferred tax asset..............      41      130
                      Other current assets....................      98       85
                      ---------------------------------------------------------
                      Total...................................     974    1,081
                      ---------------------------------------------------------
Investments (Note 2)  Investments in and advances to
                        affiliated companies..................     650      520
                      Other investments.......................     125      171
                      ---------------------------------------------------------
                      Total...................................     775      691
                      ---------------------------------------------------------
Properties            Cost....................................  33,305   32,334
                      Accumulated depreciation................  (6,366)  (5,871)
                      ---------------------------------------------------------
                      Net.....................................  26,939   26,463
                      ---------------------------------------------------------
Other                 Other assets............................     176      122
                      ---------------------------------------------------------
                      Total Assets............................ $28,864  $28,357
-------------------------------------------------------------------------------
Liabilities and Stockholders' Equity

Current Liabilities   Accounts payable........................ $   503  $   493
                      Accrued wages and vacation payable......     431      380
                      Accrued casualty costs..................     351      364
                      Income and other taxes payable..........     276      297
                      Debt due within one year................     203      178
                      Interest payable........................      93      110
                      Other current liabilities (Note 2)......     589      730
                      ---------------------------------------------------------
                      Total...................................   2,446    2,552
                      ---------------------------------------------------------
Other Liabilities and Intercompany borrowing from UPC.........   5,401    5,368
Stockholders' Equity  Third-party debt due after one year.....   2,479    2,606
                      Deferred income taxes...................   7,126    6,759
                      Accrued casualty costs..................     974      928
                      Retiree benefit obligations.............     765      737
                      Other long-term liabilities
                        (Notes 2 and 7).......................     609      781
                      Redeemable preference shares............      26       27
                      Common  stockholders' equity (Page 5)...   9,038    8,599
                      ---------------------------------------------------------
                      Total Liabilities and
                        Stockholders' Equity.................. $28,864  $28,357
</TABLE>
         The accompanying notes to the financial statements are an integral part
of these statements.


<PAGE>  4


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Statement of Consolidated Cash Flows (Unaudited)
Union Pacific Railroad Company and Consolidated Subsidiary
and Affiliate Companies
For the Nine Months Ended September 30, 1999 and 1998
-------------------------------------------------------------------------------
                      Millions of Dollars                         1999     1998

<S>                   <C>                                      <C>      <C>
Cash from Operations  Net Income (Loss)....................... $   589  $   (87)
                      Non-cash charges to income:
                          Depreciation........................     773      745
                          Deferred income taxes...............     456      (83)
                          Other - net.........................    (315)    (234)
                      Changes in current assets and
                         liabilities..........................      19     (135)
                     ----------------------------------------------------------
                      Cash Provided by Operations.............   1,522      206
                     ----------------------------------------------------------
Investing Activities  Capital investments.....................  (1,317)  (1,753)
                      Other - net (Note 2)....................      39       88
                     ----------------------------------------------------------
                      Cash Used in Investing Activities.......  (1,278)  (1,665)
                     ----------------------------------------------------------
Equity and Financing  Debt repaid ............................    (143)    (245)
Activities            Net financings..........................      34      380
                      Dividends paid to parent................    (150)    (270)
                      Advances from affiliated companies-net..      33    1,585
                     ----------------------------------------------------------
                      Cash Provided by (Used in) Equity
                        and Financing Activities..............    (226)   1,450
                     ----------------------------------------------------------
                      Net Change in Cash and
                        Temporary Investments.................      18       (9)
                      Cash at Beginning of Period.............      35       50
                     ----------------------------------------------------------
                      Cash at End of Period................... $    53  $    41
-------------------------------------------------------------------------------
Change in Current     Accounts receivable..................... $    40  $    64
Assets and Liabilities    Inventories.........................       9      (19)
                      Other current assets....................      76       52
                      Accounts, wages and vacation payable....      61     (152)
                      Debt due within one year................      25      (54)
                      Other current liabilities...............    (192)     (26)
                     ----------------------------------------------------------
                      Total................................... $    19  $  (135)
</TABLE>
         The accompanying notes to the financial statements are an integral part
of these statements.


<PAGE>  5



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Statement of Changes in Common Stockholders' Equity (Unaudited)
Union Pacific Railroad and Consolidated Subsidiary and Affiliate Companies
For the Nine Months Ended September 30, 1999
-------------------------------------------------------------------------------
                    Millions of Dollars

<S>                 <C>                                                  <C>
Common Stock        Common stock, $10.00 par value
(Note 4)                (authorized 9,200 shares) balance at beginning and
                        end of period (4,465 shares issued)..............$    -
                    -----------------------------------------------------------
Class A Stock       Class A Stock, $10.00 par value (authorized 800 shares)
(Note 4)                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...........................................   589
                    Dividends declared...................................  (150)
                    -----------------------------------------------------------
                    Balance at end of period............................. 4,256
                    -----------------------------------------------------------
                    Total Common Stockholders' Equity....................$9,038
</TABLE>

         The accompanying notes to the financial statements are an integral part
of these statements.

<PAGE>  6






           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) (Note 4).  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 and nine months ended  September 30, 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
    Registrant.

    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  2,900  employees  and  relocated  4,500
    employees due to merger implementation  activities. The Company recognized a
    $958  million  pre-tax  merger  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  $110   million  in  pre-tax
    acquisition-related   costs  for  severing  or  relocating  UPRR  employees,
    disposing of certain UPRR facilities,  training and equipment upgrading over
    the remainder of the merger  implementation  period.  Earnings for the three
    months ended September 30, 1999 and 1998 included $13 million and $7 million
    after-tax,  respectively,  and for the nine months ended  September 30, 1999
    and 1998 included $30 million and $36 million after-tax,  respectively,  for
    acquisition-related costs for UPRR consolidation activities.


<PAGE>  7



        The components of the merger  liability as of September 30, 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       264       79
    Contract cancellation fees and facility
      and line closure costs.......................    145       126       19
    Relocation costs...............................    109        89       20
    ---------------------------------------------------------------------------
    Total..........................................   $958      $840     $118
    ---------------------------------------------------------------------------
</TABLE>


    Merger  Liabilities - Merger liability  activity  reflects cash payments for
    merger   consolidation   activities  and   reclassification  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 two 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 Company 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 $62 million at September 30, 1999.

    Valuation - The fair market  values of the  Company's  derivative  financial
    instrument  positions  at  September  30,  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>  8


        The following is a summary of the  Company's  financial  instruments  at
    September 30, 1999 and December 31, 1998:

<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------
    Millions of Dollars                              September 30,  December 31,
    Except Percentages and Average Commodity Prices          1999          1998
    ---------------------------------------------------------------------------
    Rail Fuel Hedging:
        <S>                                                <C>           <C>
        Fuel purchases hedged for 1999.................    $  86         $ 343
        Percentage of forecasted 1999 fuel
           consumption hedged..........................       67%           64%
        Average price of 1999 hedges outstanding
           (per gallon)  [a]...........................    $0.41         $0.41
        Fuel purchases hedged for 2000 [b].............     $ 50             -
        Percentage of forecasted 2000 fuel
           consumption hedged [b]......................       10%            -
        Average price of 2000 hedges outstanding
           (per gallon)  [a] [b].......................    $0.40             -
       -----------------------------------------------------------------------
</TABLE>
     [a] Excludes taxes and transportation costs.
     [b] Excludes written options held by counterparties  which are not expected
         to be exercised as of September 30, 1999.

        The asset and liability positions of the Company's outstanding financial
    instruments at September 30, 1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------
                                                     September 30,  December 31,
    Millions of Dollars                                       1999          1998
    ---------------------------------------------------------------------------
    <S>                                                        <C>         <C>
    Rail Fuel Hedging:
        Gross fair market asset position..............         $62         $  -
        Gross fair market (liability) position........           -          (49)
    ---------------------------------------------------------------------------
    Total asset (liability) position..................         $62         $(49)
    ---------------------------------------------------------------------------
</TABLE>
        The Company's use of financial  instruments had the following  impact on
    pre-tax  income for the three and nine months ended  September  30, 1999 and
    1998:

<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------
                                           Three Months Ended Nine Months Ended
                                         --------------------------------------
                                               September 30,      September 30,
                                         --------------------------------------
    Millions of Dollars                       1999     1998     1999      1998
    ---------------------------------------------------------------------------
<S>                                           <C>       <C>     <C>        <C>
    Increase (decrease) in fuel expense....   $(26)     $25     $(7)       $59
    ---------------------------------------------------------------------------
</TABLE>
    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 $66 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 September 30, 1999 and
    December 31, 1998, accounts receivable are presented net of $576 million and
    $580 million, respectively, of receivables sold.

4.  Capital  Stock - The number of shares shown in the Common  Stock  section of
    the Statement of Changes in Common  Stockholders'  Equity on page 5 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.


<PAGE>  9


5.  Other Income - Other income  included the following for the three months and
    nine months ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
    ------------------------------------------ --------------------------------
    Millions of Dollars                        Three Months Ended September 30,
                                               --------------------------------
                                                         1999            1998
    ----------------------------------------------------------- ---------------
<S>                                                      <C>              <C>
    Net gain on asset dispositions..................     $ 17             $18
    Rental income...................................       15              13
    Interest income.................................        1               6
    Other - net.....................................      (10)              8
    ----------------------------------------------------------- ---------------
    Total...........................................     $ 23             $45
    ----------------------------------------------------------- ---------------
</TABLE>


<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------
    Millions of Dollars                        Nine Months Ended September 30,
                                               --------------------------------
                                                         1999            1998
    ----------------------------------------------------------- ---------------
<S>                                                      <C>              <C>
    Net gain on asset dispositions..................     $ 35             $61
    Rental income...................................       40              36
    Interest income.................................        5              13
    Other - net.....................................      (17)              3
    --------------------------------------------------- ------- ---------------
    Total...........................................     $ 63            $113
    --------------------------------------------------- ------- ---------------
</TABLE>


6.  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 nine  months  ended  September  30,  1998,  fixed  charges
    exceeded earnings by approximately $199 million.

7.  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 has
    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  or  results  of
    operations.  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  during 1997 and 1998,  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, 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.

<PAGE> 10

    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.

8.   Accounting   Pronouncements  -  In  June  1998,  the  Financial  Accounting
     Standards  Board  issued  Statement  No. 133,  "Accounting  for  Derivative
     Instruments  and  Hedging  Activities"  (FAS  133),  that  would  have been
     effective January 1, 2000. In June 1999, the Financial Accounting Standards
     Board issued Statement No. 137, "Accounting for Derivatives Instruments and
     Hedging  Activities-Deferral  of the Effective  Date of FASB  Statement No.
     133" delaying the effective date for  implementing  FAS 133 to fiscal years
     beginning after June 15, 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 hedging  purposes will, upon adoption
     of FAS 133, be recorded in the  Company's  Statement of Financial  Position
     (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> 11


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

           UNION PACIFIC RAILROAD COMPANY AND CONSOLIDATED SUBSIDIARY
                             AND AFFILIATE COMPANIES
                              RESULTS OF OPERATIONS

           Three and Nine Months Ended September 30, 1999 Compared to
                 Three and Nine Months ended September 30, 1998

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.

Net Income - The  Railroad  reported net income of $234 million and $589 million
for the three months and nine months  ended  September  30, 1999,  respectively,
compared to net income of $67  million  for the third  quarter of 1998 and a net
loss of $87 million  for the 1998 nine month  period.  The  increase of both the
three and nine month periods  resulted  primarily  from improved  operations and
service  levels,  increased  revenues in all commodity lines and lower operating
costs.

Operating  Revenues - Operating  revenues increased $246 million (10%) to $2,606
million and $615 million (9%) to $7,576  million for the quarter and nine months
ended  September 30, 1999,  respectively,  over the comparable  periods in 1998.
Revenue carloads  increased 9% and 7% for the three and nine month periods ended
September 30, 1999,  respectively,  over the  comparable  periods in 1998.  1999
commodity  revenues,   primarily  automotive  and  industrial,   were  adversely
influenced due to the impact on rail traffic of the  implementation of the joint
acquisition of Conrail.

<PAGE> 12

     The following table summarizes rail commodity revenue, revenue carloads and
average revenue per car for the periods indicated:

<TABLE>
<CAPTION>
---------- ---------- --- ---------------------- ------------------- ----------
    Three Months Ended                                       Nine Months Ended
       September 30,           Commodity Revenue               September 30,
----------------------                                       -------------------
  1999      1998   % Change   In Millions of Dollars   1999      1998   % Change
                                      Dollars
 --------- ---------- --- ---------------------- --------- --------- ----------
<S>       <C>           <C>   <C>                     <C>       <C>         <C>
$  367    $  333    +   10%   Agricultural            $1,042    $  938  +   11%
   239       204    +   17    Automotive                 767       676  +   13
   398       384    +    4    Chemicals                1,195     1,158  +    3
   560       516    +    9    Energy                   1,656     1,501  +   10
   492       455    +    8    Industrial Products      1,416     1,354  +    5
   459       385    +   19    Intermodal               1,273     1,126  +   13
---------- ---- ----- --- ---------------------- --------- --------- -- -------
$2,515    $2,277    +   10%   Total                   $7,349    $6,753  +    9%
------------ --------- ---- ----- --- ---------------------- --------- --------
</TABLE>



<TABLE>
<CAPTION>
 --------- ---------- --- ---------------------- --------- --------- ----------
                              Revenue Carloads
                              In Thousands
 --------- ---------- --- ---------------------- --------- --------- ----------
<S>          <C>        <C>   <C>                      <C>       <C>      <C>
   233       212    +   10%   Agriculture                670       605  +   11%
   167       140    +   19    Automotive                 521       464  +   12
   238       232    +    3    Chemicals                  696       681  +    2
   478       449    +    6    Energy                   1,403     1,319  +    6
   365       349    +    5    Industrial Products      1,045     1,005  +    4
   719       640    +   12    Intermodal               2,026     1,882  +    8
------------ --------- ---- ----- --- ---------------------- --------- ---------
 2,200     2,022    +    9%   Total                    6,361     5,956  +    7%
 --------- ---- ----- --- ---------------------- --------- --------- -- -------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                              Average  Revenue  per
                              Car
------------ --------- ---------- --- -------------------- --------- ----------
<S>       <C>            <C>  <C>                     <C>       <C>         <C>
$1,576    $1,574         -%   Agriculture             $1,555    $1,550       -%
 1,430     1,450    -    1    Automotive               1,472     1,458  +    1
 1,673     1,658    +    1    Chemicals                1,717     1,699  +    1
 1,172     1,148    +    2    Energy                   1,181     1,138  +    4
 1,350     1,303    +    4    Industrial Products      1,356     1,348  +    1
   638       602    +    6    Intermodal                 628       598  +    5
----------- --------- ---- ----- --- ---------------------- --------- ---------
$1,144    $1,126    +    2%   Total                   $1,155    $1,134  +    2%
------------ --------- ---- ----- --- ---------------------- --------- --------
</TABLE>

Agricultural - Agricultural  revenue increased for both the three and nine month
periods over the comparable  periods in 1998,  primarily due to stronger exports
and improved  service  levels,  which  resulted in increases in wheat,  corn and
beverages.

Automotive  -  Automotive  revenue  increased  for both the three and nine month
periods over the comparable periods in 1998, due to increased carloads caused by
strong domestic  production,  improvements in cycle times, price increases,  and
the negative impact in 1998 of a strike against a major auto manufacturer. These
gains  were  partially  offset by the  negative  impact on rail  traffic  of the
implementation of the joint acquisition of Conrail.

Chemical - Chemical revenue  increased for both the three and nine month periods
over the comparable periods in 1998, due to improved service levels and recovery
in demand for plastics, liquid and dry chemical and phosphorous, which increased
carloads.  These  gains  were  partially  offset by  declines  in soda ash and a
decline in demand for  fertilizers.  Average  revenue  per car  improved  due to
increased  longer-haul  plastics shipments and fewer shorter-haul  petroleum and
export sulfur moves.

<PAGE> 13

Energy - Energy revenue increased for both the three and nine month periods over
the  comparable  periods in 1998 due to  increases in the number of Powder River
Basin trains per day, tons per car and average train length.  Powder River Basin
traffic was reduced during the Rail unit's planned 10-day  maintenance outage in
June 1999.  Colorado and Utah volumes also  increased  due to improved  service.
Average  revenue  per car  increased  resulting  from  changes in traffic mix as
longer-haul Powder River Basin traffic increased.

Industrial  Products - Industrial  Products revenue increased for both the three
and nine month  periods  over the  comparable  periods  in 1998 due to  stronger
demand and improved cycle times.  Carloads increased in lumber, stone and cement
due to strong  construction  demand,  and recyclables  grew due to new business.
Gains were partially offset by decreased steel loadings due to higher imports of
lower-priced  foreign  steel and lost  volumes  from a major steel  producer who
filed for bankruptcy.  Average revenue per car increased due to a combination of
price increases and product mix changes.

Intermodal  -  Intermodal  revenue  increased  for both the three and nine month
periods  over the  comparable  periods in 1998 due to  increased  carloads,  and
increased  average revenue per car.  Carloads improved due to strong demand from
growth in imports  from Asia,  service  improvements  and a new premium  service
offering.  These gains were partially offset by a decline in exports to Asia due
to the Asian economic crisis.  Average revenue per car increased due to positive
mix shifts and demand-driven price increases.

Operating  Expenses - Operating  expenses  decreased  $44 million  (2%) and $540
million  (8%)  for the  quarter  and  nine  months  ended  September  30,  1999,
respectively.

     Salaries, wages and employee benefit costs increased for the three and nine
month periods ended September 30, 1999 over the comparable  periods in 1998, due
to one-time costs related to the Southern  Pacific merger  recorded in the third
quarter of 1999 (see Note 2 to the Consolidated  Financial  Statements),  higher
rail volume and inflation, partially offset by improved productivity.

     Equipment  and other  rents  expenses  decreased  $9  million  (3%) and $94
million  (9%)  for the  quarter  and  nine  months  ended  September  30,  1999,
respectively,  due  primarily to  improvements  in cycle time and lower  prices,
partially offset by higher volume.

     Fuel and  utilities  expenses  were up $8 million (4%) and down $33 million
(6%) for the quarter and nine months ended September 30, 1999, respectively. The
quarterly increase was driven by higher volumes, while the year-to-date decrease
reflects lower fuel prices and improved  consumption rates,  partially offset by
higher volume.  The Railroad hedged 68% and 69% of its fuel  consumption for the
three and nine months  periods  ended  September 30, 1999,  respectively,  which
decreased fuel costs by $26 million and $7 million, respectively.  Expected fuel
consumption  for the remaining  three months of 1999 is 67% hedged at an average
of 41 cents per gallon  (excluding  taxes,  transportation  charges and regional
pricing spreads).

     Casualty  costs  declined $34 million  (33%) and $62 million  (20%) for the
quarter and nine months ended September 30, 1999, respectively, primarily due to
the effect of lower than expected settlement costs. In addition, insurance costs
and costs for repairs on cars from other railroads were lower year over year.

     Depreciation  and materials and supplies both  increased  slightly for both
the three and nine month  periods ended  September 30, 1999 over the  comparable
periods in 1998. The increase in depreciation expense reflects increased capital
spending,  while the increase in materials  and  supplies  reflects  higher rail
volumes.

<PAGE> 14

     Other costs  decreased  $39 million  (16%) and $407  million  (39%) for the
three and nine month periods ended September 30, 1999, respectively,  reflecting
the impact on 1998 results from the resolution of customer  claims,  lower state
and local taxes (primarily sales and property taxes) and benefits resulting from
the continuing integration of Southern Pacific operations.

Operating  Income - Operating  income increased $290 million to $515 million and
$1.2 billion to $1.3 billion for the quarter and nine months ended September 30,
1999,  respectively.  Both 1999 and 1998  included the impact of one-time  costs
related to the Southern Pacific merger for severance, relocation and training of
employees.  The operating  ratio for the third  quarter of 1999 was 80.2%,  10.3
percentage  points better than 1998's 90.5% operating ratio. The operating ratio
for the first nine months of 1999 was 82.6%,  15.1 percentage points better than
1998's 97.7% operating ratio.

Non-Operating  Items - Other  income  decreased  $22 million  (49%) in the third
quarter  of 1999 over 1998 due to the  impact in the third  quarter of 1998 of a
telecommunications  contract buyout and the sale of a corporate aircraft.  Other
income  decreased $50 million (44%) for the nine months ended September 30, 1999
over the comparable period in 1998, reflecting the additional impact of the sale
of the SP headquarters  building and an insurance recovery for 1997 flood damage
recorded in the second quarter of 1998.  Interest  expense  decreased $4 million
(2%) in the third  quarter  of 1999 over the third  quarter of 1998 due to lower
average  debt in the third  quarter  of 1999.  Interest  expense  increased  $26
million (6%) for the nine months ended  September  30, 1999 over the  comparable
period in 1998 as a result of higher average debt levels year over year.  Income
taxes increased $105 million for the three month period and $403 million for the
nine month period, respectively, 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  7 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 would be effective January 1, 2000. In June,
1999,  the  Financial  Accounting  Standards  Board  issued  Statement  No. 137,
"Accounting for Derivatives  Instruments and Hedging  Activities-Deferral of the
Effective  Date of FASB  Statement  No. 133"  delaying  the  effective  date for
implementing  FAS 133 to fiscal  years  beginning  after  June 15,  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 hedging  purposes  will,  upon
adoption  of FAS 133,  be  recorded  in the  Company's  Statement  of  Financial
Position (see Note 3 to the Consolidated Financial Statements).  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> 15

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 the
remainder of 1999 to ensure these systems remain Y2K compliant.

Client Server Systems - 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 were deemed to be Y2K compliant as of June 30, 1999.

User Department  Developed Systems - These systems consist of both mainframe and
PC-based systems developed by internal user departments. All of the systems were
deemed to be Y2K compliant as of June 30, 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 data interchange (EDI). The Railroad can now transmit and receive
the new EDI standard  that  involves a 4-digit  year.  The Company is conducting
additional  Y2K testing with  customers and trading  partners  using current and
older versions of EDI transactions in 1999.

     In an effort to ensure that interfacing  systems will operate  successfully
in the year 2000 the  Company is  conducting  integrated  testing of  individual
systems  already  deemed to be Y2K  compliant.  Although  the formal  testing is
complete, additional verification testing will continue through December 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

<PAGE> 16

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 June 30, 1999,  100% of the  Company's  systems have been  converted,
tested,  and deemed to be Y2K compliant.  Costs to convert the Company's systems
are expensed as incurred.  As of September 30, 1999,  more than 96% of the costs
of the Y2K project,  estimated to be $46 million  (pre-tax) 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  within  this  report is,  and other  information
included within  materials filed or to be filed 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),  are or will be  forward-looking
statements  within the meaning of the  Securities Act of 1933 and the Securities
Exchange  Act  of  1934.  The  forward-looking   statements   include,   without
limitation, statements concerning projections, predictions or expectations as to
Union Pacific Railroad  Company's and its subsidiaries'  business,  financial or
operational results;  future economic performance;  management  objectives;  the
outcome of claims;  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  affect  on the
Company's consolidated  financial position,  results of operations or liquidity;
and other similar expressions  concerning matters that are not historical facts.
Forward-looking information is based on information available at the time and/or
management's good faith belief with respect to future events,  and is 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  and its
subsidiaries   are  fully   successful  in  implementing   their  financial  and
operational  initiatives;  industry  competition,  conditions  and  performance;
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  stoppages;  the impact of year 2000
systems  problems;  and the outcome of claims and litigation,  including  claims
arising from environmental investigations or proceedings. 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 7 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
third quarter of 1999.

Bottleneck  Proceedings  - As reported in the  Railroad's  Annual Report on Form
10-K for the year ended December 31, 1998 and Quarterly  Report on Form 10-Q for
the quarter  period  ended  March 31,  1999,  the U.S.  Court of Appeals for the
Eighth Circuit  entered an order on February 10, 1999 affirming a prior decision

<PAGE> 17

by the  STB.  The  STB  decision  generally  reaffirmed  its  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  for the
movement of coal to which UPRR and a predecessor were parties. On April 23, 1999
the Eighth Circuit denied a petition for rehearing  filed by two of the shippers
involved in the complaint proceeding.  On July 19, 1999 the Western Coal Traffic
League filed a petition for a writ of certiorari  in the United  States  Supreme
Court. The Supreme Court denied the petition on October 18, 1999.

Environmental  Matters - As reported in the  Railroad's  1998 10-K, the District
Attorney for San Bernardino County,  California was investigating the Railroad's
handling  of  several  hazardous  material  spills in Barstow  and West  Colton,
California. In the third quarter of 1999, the District Attorney and the Railroad
agreed to a settlement,  and on July 28, 1999 a stipulated judgement against the
Railroad in the amount of $350,000  was  entered by the San  Bernadine  Superior
Court.  The Railroad also agreed to pay certain costs of San  Bernardino  County
associated with the incidents that were the subject of the investigation.  These
costs are  estimated at $20,000,  but may  ultimately  be more or less than such
amount.

Other Matters - On August 29, 1997,  an Amtrak  train,  operating on UPRR tracks
struck  a car at a  crossbuck-protected  crossing  near  Warrensburg,  Missouri,
injuring  Kimberley R. Alcorn,  a passenger in the car. Ms. Alcorn  brought suit
against  UPRR and  Amtrak  in the  Circuit  Court of  Jackson  County,  Missouri
Division No. 10. On  September  24, 1999, a jury found that Amtrak and UPRR were
negligent in causing the  accident.  The jury awarded Ms.  Alcorn  approximately
$40.3 million in  compensatory  damages,  and, on September 29, 1999,  found the
Railroad and Amtrak liable for an additional  $120 million in punitive  damages.
The defendants are pursuing multiple avenues of relief from the jury awards. The
Railroad  believes  that the damage awards are not supported by the facts or the
law,  and that the trial court and/or the  appellate  courts will either grant a
new trial or will substantially reduce the amount of damages. Under the terms of
an existing  agreement,  Amtrak will continue to defend UPRR's interests in this
litigation  and UPRR believes  that Amtrak and its insurers,  under the terms of
the agreement, will hold UPRR harmless from any final judgment.

Item 6.    Exhibits and Reports on Form 8-K

        (a)Exhibits

              12(a)   -  Computation of Ratio of Earnings to Fixed Charges for
                         the Three Months Ended  September  30, 1999.
              12(b)   -  Computation of Ratio of  Earnings to Fixed  Charges for
                         the Nine  Months  Ended September 30, 1999.
              27      -  Financial data schedule.

        (b)Reports on Form 8-K

           On July 23, 1999, the  Registrant  filed a Current Report on Form 8-K
           announcing UPC's financial results for the second quarter of 1999.

           On October 21, 1999,  the  Registrant  filed a Current Report on Form
           8-K announcing UPC's financial results for the third quarter of 1999.


<PAGE> 18



                                       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: November 12, 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)



<PAGE> Exhibit Index




           UNION PACIFIC RAILROAD COMPANY AND CONSOLIDATED SUBSIDIARY
                             AND AFFILIATE COMPANIES

                                  EXHIBIT INDEX



   Exhibit No.              Description of Exhibits Filed with this Statement

      12(a)                 Computation  of Ratio of Earnings  to Fixed Charges
                            for the Three  Months  Ended September 30, 1999.

      12(b)                 Computation  of Ratio of Earnings  to Fixed Charges
                            for the Nine  Months  Ended  September 30, 1999.

       27                   Financial Data Schedule.