BY-LAWS
  
                                    OF
  
                      UNION PACIFIC RAILROAD COMPANY
  
            (As Amended Effective as of September 8, 1998)
  
    
  ARTICLE I
  
  STOCKHOLDERS MEETINGS
  
  SECTION 1.  Meetings, annual or special, of the stockholders of this
  Company may be held at such place or places as shall be ordered by the
  Board of Directors or the Executive Committee.
  
  SECTION 2.  Annual meetings of the stockholders, for the purpose of
  electing directors and transacting any other business, shall be held at
  such time as shall be ordered by the Board of Directors or the Executive
  Committee, but, unless otherwise ordered, shall be held at 11:00 a.m. on
  the third Friday of April in each year.
  
  SECTION 3.  A special meeting of the stockholders may be called by the
  Board of Directors, the Executive Committee or by any other person who, at
  such time, is authorized by the General Corporation Law of the State of
  Delaware (the "GCL") to call a special meeting of stockholders. The
  objects of a special meeting shall be stated in the order therefor, and
  the business transacted shall be confined to such objects.
  
  SECTION 4.  Notice of all meetings of the stockholders shall be given,
  either personally or by mail, not less than ten nor more than sixty days
  prior thereto.  If given by mail, the notice shall be sent by United
  States mail, postage prepaid, directed to each stockholder at his address
  as it appears on the records of the Company.  The notice of all special
  meetings shall state the objects thereof.  The failure to give notice of
  an annual meeting, or any irregularity in the notice, shall not affect the
  validity of such annual meeting or of any proceedings thereat.  Any
  stockholder may consent in writing to the holding of a special meeting
  without notice.
  
  SECTION 5.  The Board of Directors or the Executive Committee may fix in
  advance a day and hour, which shall not precede the date upon which the
  resolution fixing such day and hour is adopted by the Board of Directors
  or the Executive Committee and which shall be not more than sixty nor less
  than ten days preceding any annual or special meeting of stockholders or,
  in the case of action of stockholders without a meeting, more than ten
  days after the date upon which the resolution fixing such day and hour is
  adopted by the Board of Directors or the Executive Committee, as the time
  for the determination of stockholders entitled to vote at such meeting or
  to take such action.  Stockholders of record at the time so fixed by the
  Board of Directors or the Executive Committee and only such stockholders
  shall be entitled to vote at such meeting. Each share of stock shall
  entitle such record holder thereof to one vote, in person or by proxy in
  writing.
  
  SECTION 6.  The Chairman of the Board, and in his absence the Chairman of
  the Executive Committee, and in their absence the President or one of the
  Vice Presidents, shall call meetings of the stockholders to order and act
  as chairman of such meetings.  In the absence of all of these officers,
  the Board of Directors may appoint a chairman of the meeting to act in
  such event; but if the Board shall not make such appointment, then, in the
  absence of all of these officers, any stockholder or proxy of any
  stockholder may call the meeting to order, and a chairman shall be
  elected.
  
  SECTION 7.  The Secretary of the Company shall act as secretary at all
  meetings of the stockholders; but the Board of Directors or the Executive
  Committee may designate an Assistant Secretary for that purpose before the
  meeting, and if no such designation shall have been made, then the
  presiding officer at the meeting may appoint any person to act as
  secretary of the meeting.
  
  SECTION 8.  Stockholders may take action on a matter at a meeting only if
  a quorum exists with respect to that matter.  Unless the certificate of
  incorporation or the GCL provide otherwise, a majority of the shares
  entitled to vote on the matter, represented in person or by proxy,
  constitutes a quorum for action on that matter.  If a quorum exists,
  action on a matter, other than the election of directors, by stockholders
  is approved if the votes cast favoring the action exceed the votes cast
  opposing the action, unless the certificate of incorporation or the GCL
  require a greater number of affirmative votes.  Directors are elected by
  a plurality of the votes cast by the shares entitled to vote in the
  election, represented in person or by proxy, at a meeting at which a
  quorum is present.
  
  ARTICLE II
  
  BOARD OF DIRECTORS
  
  SECTION 1.  All corporate powers shall be exercised by or under the
  authority of, and the business and affairs of the Company shall be managed
  under the direction of, the Board of Directors, which shall consist of
  fourteen members.  Vacancies and newly created directorships resulting
  from any increase in the authorized number of directors may be filled by
  a vote of the Board and, if the directors remaining in office consist of
  fewer than a quorum of the Board, a majority of directors then in office,
  though less than a quorum, may fill the vacancy.  A director elected to
  fill a vacancy shall be elected for the unexpired term of his predecessor
  in office.  Any director appointed by the Board of Directors to fill a
  directorship caused by an increase in the number of directors shall serve
  until the next annual meeting or a special meeting of the stockholders
  called for the purpose of electing directors.
  
  SECTION 2.  Regular meetings of the Board of Directors shall be held at
  such times as the Board shall from time to time designate, and no further
  notice of such regular meetings shall be required.  Special meetings shall
  be held whenever called by order of the Chairman of the Board, the
  Chairman of the Executive Committee, or the Executive Committee or any
  five members of the Board.  Notice of special meetings shall be given, at
  least one day prior thereto, by personal service of written notice upon
  the directors or by delivering the same at, or transmitting the same by
  first class mail, facsimile transmission, telephone or other electronic
  means to, their respective residences or offices.  Any director may
  consent in writing to the holding of a special meeting without notice, and
  the attendance or participation of any director at a special meeting shall
  constitute a waiver by him of call and notice thereof and a consent to the
  holding of said meeting and the transaction of any corporate business
  thereat, unless the director at the beginning of the meeting, or promptly
  upon the director's arrival, objects to holding the meeting or transacting
  business thereat because of lack of notice or defective notice, and does
  not thereafter vote for or assent to the action taken at the meeting. 
  Meetings of the Board of Directors may be held at such place or places as
  shall be ordered by the Executive Committee or by a majority of the
  directors in office, but, unless otherwise ordered, all meetings of the
  Board of Directors shall be held at the principal executive offices of the
  Company in Dallas, Texas.
  
  SECTION 3.  A majority of the number of directors prescribed by Article
  II, Section 1 shall constitute a quorum at all meetings of the Board.  If
  a quorum be not present at any meeting, a majority of the directors
  present may adjourn the meeting until a later day or hour.
  
  ARTICLE III
  
  EXECUTIVE COMMITTEE
  
  SECTION 1.  There shall be an Executive Committee consisting of such
  number of directors as shall be elected thereto by the vote of the
  majority of the directors then in office, whose terms of office shall
  continue during the pleasure of the Board.  Except to the extent otherwise
  provided in the GCL, the Executive Committee shall, when the Board of
  Directors is not in session, have all the powers of the Board of Directors
  to manage and direct all the business and affairs of the Company in all
  cases in which specific directions shall not have been given by the Board
  of Directors.
  
  SECTION 2.  Meetings of the Executive Committee may be called at any time
  by the Chairman of the Board, the Chairman of the Executive Committee, or
  a majority of the members of the Executive Committee, to convene at such
  time and place as may be designated.  The rules regarding notice of
  meetings of the Board set forth in Section 2 of Article II of these 
  By-Laws shall apply to meetings of the Executive Committee.
  
  SECTION 3.  A majority of the members of the Executive Committee shall
  constitute a quorum.  If a quorum be not present at any meeting, the
  member or members of the Committee present may adjourn the meeting until
  a later day or hour.
  
  ARTICLE IV
  
  OFFICERS AND AGENTS
                                                             
  SECTION 1.  The Board of Directors may elect such of the following
  officers as it deems necessary or desirable: a Chairman of the Board, a
  Chairman of the Executive Committee, a Chief Executive Officer, a Vice
  Chairman of the Board, a President, a Chief Operating Officer, a Chief
  Financial Officer, a Chief Accounting Officer, an Executive Vice
  President-Finance and Administration, an Executive Vice President-Marketing 
  and Sales, an Executive Vice President-Operation, a Vice
  President and General Counsel, a Vice President-Taxes, a Controller, a
  Secretary, a Treasurer and such other Executive Vice Presidents, Senior
  Vice Presidents and Vice Presidents as the Board shall determine, and
  there may also be appointed by the Board of Directors or Executive
  Committee such Assistant Secretaries, Assistant Treasurers, General Tax
  Counsels and other officers and agents as the Board of Directors or
  Executive Committee shall from time to time determine.
  
  SECTION 2.  The Chairman of the Board shall perform such duties and
  possess such powers as may be prescribed or conferred by the Board of
  Directors or the Chairman of the Executive Committee.
  
  SECTION 3.  The Chairman of the Executive Committee shall preside at
  meetings of the Executive Committee and Board of Directors, and shall have
  general supervision of all business of the Company and of the interest of
  the Company in all companies controlled by it and shall perform such other
  duties and possess such powers as may be prescribed or conferred by the
  Board of Directors.
  
  SECTION 4. The Chief Executive Officer shall have charge of all
  departments and offices of the Company and of the interest of the Company
  in all companies controlled by it and shall perform such other duties and
  possess such powers as may be prescribed or conferred by the Board of
  Directors or the Chairman of the Executive Committee.
  
  SECTION 5. The Vice Chairman of the Board shall perform such duties and
  possess such powers as may be prescribed or conferred by the Board of
  Directors or the Chief Executive Officer.
  
  SECTION 6.  The President shall perform such duties and possess such
  powers as may be prescribed or conferred by the Board of Directors or the
  Chief Executive Officer.
  
  SECTION 7.  The Chief Operating Officer shall have day to day operating
  responsibilities for the affairs of the Company, reporting to the Chief
  Executive Officer, and shall perform such other duties as may be
  prescribed or conferred by the Chief Executive Officer.
  
  SECTION 8.  The Chief Financial Officer shall have general supervision of
  the financial affairs and investments of the Company and shall perform
  such other duties as may be prescribed or conferred by the Chairman of the
  Executive Committee.
  
  SECTION 9.  The Executive Vice President-Finance and Administration shall
  have immediate charge of the financial affairs and investments of the
  Company and shall have general supervision of the information technologies
  systems of the Company and shall perform such other duties as may be
  prescribed or conferred by the President.
  
  SECTION 10.  The Executive Vice President-Marketing and Sales shall have
  charge of all marketing and sales activities of the Company and shall
  perform such other duties as may be prescribed or conferred by the
  President.
  
  SECTION 11.  The Executive Vice President-Operation shall have charge of
  the maintenance and operation of the railroads of the Company and shall
  perform such other duties as may be prescribed or conferred by the Chief
  Operating Officer.
  
  SECTION 12.  The other Executive Vice Presidents and Senior Vice
  Presidents elected from time to time shall perform such duties and possess
  such powers as may be prescribed or conferred by the Board of Directors or
  the President.
  
  SECTION 13.  The Vice President and General Counsel shall have general
  supervision of all legal business of the Company except as otherwise
  provided in Section 13 of this ARTICLE IV, and shall perform such other
  duties as may be prescribed or conferred by the Chairman of the Executive
  Committee.
  
  SECTION 14.  The Vice President-Taxes shall, under the control of the
  Chief Financial Officer, have charge of all aspects of federal, foreign,
  state and local taxes and shall perform such other duties as may be
  prescribed or conferred by the Chief Financial Officer.
  
  SECTION 15.  The other Vice Presidents elected from time to time shall
  perform such duties and possess such powers as may be prescribed or
  conferred by the Board of Directors or the President.
  
  SECTION 16.  Except as otherwise provided herein or directed by the Board
  of Directors, the Chief Accounting Officer shall have immediate charge of
  the general books, accounts and statistics of the Company and shall be the
  custodian of all vouchers, drafts, invoices and other evidences of payment
  and all bonds, interest coupons and other evidences of indebtedness which
  shall have been canceled.  He is authorized to approve for payment by the
  Treasurer vouchers, payrolls, drafts or other accounts.  He shall have
  prepared periodically or specially as requested by him with the approval
  of and in forms prescribed by the Chief Financial Officer, statements of
  operating revenues and expenses and estimates thereof and of expenditures
  and estimates on all other accounts; and copies of all statistical data
  that may be compiled in regular course and also other information in
  reference to the financial affairs and operations of the Company and of
  any subsidiary company that may be required by the Chief Financial Officer
  or the Board of Directors.  He shall submit for each regular meeting of
  the Board of Directors, and, at such other times as may be required by
  said Board or the Chief Financial Officer, statements of operating
  results, of cash resources and requirements and of appropriations for
  Capital Expenditures, and shall perform such other duties as the Chief
  Financial Officer may from time to time direct.
  
  SECTION 17.  The Secretary shall attend all meetings of the stockholders,
  the Board of Directors and the Executive Committee, and keep a record of
  all their proceedings.  He shall procure and keep in his files copies of
  the minutes of all meetings of the stockholders, boards of directors and
  executive committees of all companies a majority of whose capital stock is
  owned by this Company. He shall be the custodian of the seal of the
  Company.  He shall have the power to affix the seal of the Company to
  instruments, the execution of which is authorized by these By-Laws or by
  action of the Board of Directors or Executive Committee, and to attest the
  same.  He shall have supervision of the issuance, transfer and
  registration of the capital stock and debt securities of the Company.  He
  shall perform such other duties as may be assigned to him by the Board of
  Directors, the Chairman of the Board or the Chairman of the Executive
  Committee.
  
  The Assistant Secretaries shall have power to affix the seal of the
  Company to instruments, the execution of which is authorized by these 
  By-laws or by action of the Board of Directors or Executive Committee, and 
  to attest the same, and shall exercise such of the other powers and perform
  such of the other duties of the Secretary as shall be assigned to them by
  the Secretary.
  
  SECTION 18.  Except as otherwise provided herein or directed by the Board
  of Directors, the Treasurer shall be the custodian of all moneys, stocks,
  bonds, notes and other securities of the Company.  He is authorized to
  receive and receipt for stocks, bonds, notes and other securities
  belonging to the Company or which are received for its account.  All
  stocks, bonds, notes and other securities in the custody of the Treasurer
  shall be held in the safe deposit vaults of the Company or in one or more
  depositories selected by the Treasurer or other officer authorized by the
  Board of Directors, in each case subject to access thereto as shall from
  time to time be authorized or required by the Board of Directors, the
  Chief Financial Officer or the Treasurer.  Stocks, bonds, notes and other
  securities shall be deposited in the safe deposit vaults or depositories,
  or withdrawn from them, only by persons and pursuant to procedures as
  shall be determined by the Board of Directors, the Chief Financial Officer
  or the Treasurer.  The Treasurer is authorized and empowered to receive
  and collect all moneys due to the Company and to receipt therefor.  All
  moneys received by the Treasurer shall be deposited to the credit of the
  Company in such depositories as shall be designated by the Board of
  Directors, the Chief Financial Officer, the Treasurer or such other
  officers as may be authorized by the Board of Directors; and the Treasurer
  or other officer designated by the Treasurer may endorse for deposit
  therein all checks, drafts, or vouchers drawn to the order of the Company
  or payable to it.  He is also authorized to draw checks against any funds
  to the credit of the Company in any of its depositories. All such checks
  shall be signed by such persons, either by manual or facsimile signature,
  as shall be authorized by the Board of Directors and countersigned if
  required by the Board of Directors.  The Treasurer is authorized to make
  disbursements in settlement of vouchers, payrolls, drafts or other
  accounts, when approved for paymen by the Chief Accounting Officer; or
  such other person as shall be authorized by the Board of Directors, the
  Chief Financial Officer or these By-Laws; for payments which have been
  otherwise ordered or provided for by the Board of Directors or the Chief
  Financial Officer; for interest on bonds and dividends on stock when due
  and payable; for vouchers, pay checks, drafts and other accounts properly
  certified to by the duly authorized officers of the Company and approved
  for payment by or on behalf of the Chief Accounting Officer; and for
  vouchers, pay checks, drafts and other accounts approved by the officers
  duly authorized to approve for payment of any company which this Company
  controls through ownership of stock or otherwise, as may be designated in
  writing from time to time by the Chief Financial Officer to the Treasurer. 
  He shall cause to be kept in his office true and full accounts of all
  receipts and disbursements of his office.  He shall also perform such
  other duties as shall be assigned to him by the Chief Financial Officer.
  
  The Assistant Treasurers may exercise all the powers of the Treasurer
  herein conferred in respect of the receipt of moneys and securities,
  endorsement for deposit and signature of checks. 
    
  ARTICLE V
  
  SUPERVISION, REMOVAL AND SALARIES OF
  OFFICERS AND EMPLOYEES
  
  SECTION 1.  Any officer or employee elected or appointed by the Board of
  Directors may be removed as such at any time by the affirmative vote of a
  majority of the directors then in office, with or without cause.  Any
  other officer or employee of the Company may be removed at any time by
  vote of the Board of Directors or of the Executive Committee or by the
  officer supervising such officer or employee, with or without cause.
  
  SECTION 2.  All officers, agents and employees of the Company, in the
  exercise of the powers conferred and the performance of the duties imposed
  upon them, by these By-Laws or otherwise, shall at all times be subject to
  the direction, supervision and control of the Board of Directors or the
  Executive Committee.
  
  SECTION 3.  No office or position shall be created and no person shall be
  employed at a salary of more than $300,000 per annum, and no salary shall
  be increased to an amount in excess of $300,000 per annum, without the
  approval of the Board of Directors or Executive Committee.
  
  SECTION 4.  Except to the extent otherwise provided in the GCL, the Board
  of Directors may from time to time vest general authority in the Chairman
  of the Board, the Chairman of the Executive Committee, the Chief Executive
  Officer, the President, the Chief Operating Officer, the Head of any
  department or office of the Company, or any such other officer of the
  Company as any of the foregoing shall designate, for the sole
  determination of disposition of any matter which otherwise would be
  required to be considered by the Board of Directors or the Executive
  Committee under the provisions of this Article.
    
  ARTICLE VI
  
  CONTRACTS AND EXPENDITURES
  
  SECTION 1.  All capital expenditures, leases and property dispositions
  must be authorized by the Board of Directors or Executive Committee,
  except that general or specific authority with regard to such matters may
  be delegated to such officers of the Company as the Board of Directors may
  from time to time direct to the extent not inconsistent with the
  provisions of the GCL.
  
  SECTION 2.  Expenditures chargeable to operating expenses may be made by
  or under the direction of the Head of the department in which they are
  required, without explicit or further authority from the Board of
  Directors or Executive Committee, subject to direction, restriction or
  prohibition by the Chairman of the Board, the Chairman of the Executive
  Committee, the Chief Executive Officer, the President or the Chief
  Operating Officer.
  
  SECTION 3.  No contract shall be made without the approval of the Board of
  Directors or Executive Committee, except as authorized by the Board of
  Directors or these By-Laws.
  
  SECTION 4.  Contracts for work, labor and services and materials and
  supplies, the expenditures for which will be chargeable to operating
  expenses, may be made in the name and on behalf of the Company by the
  Chairman of the Board, the Chairman of the Executive Committee, the Chief
  Executive Officer, the President or the Chief Operating Officer, or by
  such officer as he shall designate, without further authority.
  
  SECTION 5.  All written contracts and agreements to which the Company may
  become a party shall be approved as to form by or under the direction of
  counsel for the Company.
  
  SECTION 6.  The Chairman of the Board, the Chairman of the Executive
  Committee, the Chief Executive Officer, the President, the Chief Operating
  Officer and the Executive Vice Presidents, Senior Vice Presidents and Vice
  Presidents shall severally have the power to execute on behalf of the
  Company any deed, bond, indenture, certificate, note, contract or other
  instrument authorized or approved by, or pursuant to authority granted by,
  the Board of Directors or the Executive Committee, and to cause the
  corporate seal to be thereto affixed and attested by the Secretary or an
  Assistant Secretary.
  
  SECTION 7.  Except to the extent otherwise provided in the GCL, the Board
  of Directors may from time to time vest general or specific authority in
  such officers of the Company as the Board of Directors shall designate for
  the sole determination of disposition of any matter which otherwise would
  be required to be considered by the Board of Directors or the Executive
  Committee under the provisions of this Article.
  
  ARTICLE VII
  
  INDEMNIFICATION
  
  SECTION 1.  The Company shall indemnify to the full extent permitted by
  law any person who was or is a party or is threatened to be made a party
  to any threatened, pending, or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the
  fact that (i) such person is or was a director or officer of the Company
  or (ii) while a director or officer of the Company, such person is or was
  serving at the request of the Company as a director or officer of another
  corporation, partnership, joint venture, trust or other enterprise.  The
  indemnification provided in this Section 1 of this Article VII shall
  include the right to receive payment in advance of the final disposition
  of any such action, suit or proceeding of any expenses (including
  attorneys' fees) incurred by any such person in defending such action,
  suit or proceeding, consistent with the provisions of then applicable law. 
  For purposes of this Article VII, the term "other enterprise" shall
  include any employee benefit plan; and "serving at the request of the
  Company" shall include any service as a director or officer of the Company
  which imposes duties on, or involves services by, such director or officer
  with respect to an employee benefit plan, its participants or
  beneficiaries; and any action by a person with respect to an employee
  benefit plan taken in good faith and in a manner such person reasonably
  believed to be in the interest of the participants and beneficiaries of
  such plan shall be deemed to be action not opposed to the best interests
  of the Company.  This Section 1 of this Article VII shall not apply to any
  action, suit or proceeding pending or threatened on the date of adoption
  hereof provided that the right of the Company to indemnify any person with
  respect thereto shall not be limited hereby. 
  
  SECTION 2.  Any indemnification under Section 1 of this Article VII
  (unless ordered by a court) shall be made by the Company only as
  authorized in the specific case upon a determination that indemnification
  of the present or former director or officer is proper in the
  circumstances because such person has met the applicable standard of
  conduct required by law.  Such determination shall be made by the persons
  authorized by the GCL.
  
  SECTION 3.  Notwithstanding Sections 1 and 2 of this Article VII, except
  for proceedings to enforce rights to indemnification, the Company shall
  not be obligated to indemnify any director or officer in connection with
  a proceeding (or part thereof) initiated by such person unless such
  proceeding (or part thereof) was authorized or consented to by the Board
  of Directors.  The indemnification and advancement of expenses provided by
  Section 1 of this Article VII shall not be deemed exclusive of any other
  rights to which any person seeking indemnification may be entitled under
  any law, agreement, vote of stockholders or disinterested directors or
  otherwise, both as to action in such person's official capacity and as to
  action in another capacity while holding such office, and shall continue
  as to a person who has ceased to be a director or officer and shall inure
  to the benefit of the heirs, executors and administrators of such a
  person.  Any amendment or repeal of Section 1 or Section 2 of this Article
  VII or this Section 3 shall not limit the right of any person to indemnity
  with respect to actions taken or omitted to be taken by such person prior
  to such amendment or repeal.
  
  ARTICLE VIII
  
  FINAL
  
  SECTION 1.  The common corporate seal is, and, until otherwise ordered
  by the Board of Directors, shall be, an impression upon paper or wax,
  circular in form, with the words "Union Pacific Railroad Company" and
  "Delaware" on the outer edge thereof.
  
  SECTION 2.  Except as otherwise proved by the GCL, these By-Laws may be
  altered, amended or repealed at a meeting of the stockholders by a
  majority vote of those present in person or by proxy or at any meeting
  of the Board of Directors by a majority vote of the directors then in
  office.