content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999
  
                                                    Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   ---------------
  
                              UNION PACIFIC CORPORATION
               (Exact name of registrant as specified in its charter)
  
                    UTAH                                    13-2626465
       (State or other jurisdiction of        (I.R.S. Employer Identification No.)
       incorporation or organization)
  
             1416 DODGE STREET
              OMAHA, NEBRASKA                                 68179
  (Address of Principal Executive Offices)                  (Zip Code)
  
                             EXECUTIVE INCENTIVE PLAN OF
                     UNION PACIFIC CORPORATION AND SUBSIDIARIES
                                (Full title of plan)
  
                                 CARL W. VON BERNUTH
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              UNION PACIFIC CORPORATION
                                  1416 DODGE STREET
                                OMAHA, NEBRASKA 68179
                                   (402) 271-5777
   (Name, address and telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===============================================================================================================
                                                PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF SECURITIES TO    AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING            AMOUNT OF
      BE REGISTERED        REGISTERED (1)          OBLIGATION               PRICE (2)            REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------
  <S>                      <C>                 <C>                     <C>                       <C>
  Executive Incentive
  Plan of Union Pacific
  Corporation and
  Subsidiaries Deferred
  Compensation
  Obligations              $25,000,000.00               100%                $25,000,000.00            $6,950.00
  ===============================================================================================================
  </TABLE>
  
  (1)  The Executive Incentive Plan of Union Pacific Corporation and Subsidiaries
       Deferred Compensation Obligations are unfunded, unsecured obligations of
       Union Pacific Corporation to pay deferred compensation in the future in
       accordance with the terms of the Executive Incentive Plan of Union Pacific
       Corporation and Subsidiaries.
  
  (2)  Estimated solely for purposes of calculating the registration fee.
  
  Page 1 of 22 pages; Index to Exhibits is on page 9.
  <PAGE>   2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           *Information required by Part I of Form S-8 to be contained in the
  Section 10(a) prospectus is omitted from this Registration Statement in
  accordance with Rule 428 under the Securities Act of 1933, as amended (the
  "Securities Act"), and the Note to Part I of Form S-8. The document(s)
  containing such information will be sent or given to participating employees as
  specified in Rule 428(b)(1) of the Securities Act. These documents and the
  documents incorporated by reference into this Registration Statement pursuant to
  Item 3 of Part II of this Registration Statement, taken together, constitute a
  prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents, which have been filed previously by Union
  Pacific Corporation (the "Company") with the Securities and Exchange Commission
  (the "Commission"), are incorporated by reference in this Registration Statement
  and made a part hereof:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998; and
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Securities Exchange Act of 1934, as amended (the "Exchange
                    Act") since the end of the fiscal year covered by the Annual
                    Report referred to in (a) above.
  
           All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold,
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of filing of such documents.
  
           For purposes of this Registration Statement, any statement contained in
  a document incorporated or deemed to be incorporated by reference shall be
  deemed to be modified or superseded to the extent that a statement contained
  herein or in any other subsequently filed document which also is or is deemed to
  be incorporated herein by reference modifies or supersedes such statement in
  such document. Any statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  
                                        - 2 -
  <PAGE>   3
  
           The financial statements incorporated by reference in this Registration
  Statement from the Company's Annual Report on Form 10-K for the year ended
  December 31, 1998 have been audited by Deloitte & Touche LLP, independent
  auditors, as stated in their report which is incorporated herein by reference
  (which report expresses an unqualified opinion and includes an explanatory
  paragraph relating to a change in accounting principle), and have been so
  incorporated in reliance upon the report of such firm given upon their authority
  as experts in accounting and auditing.
  
  
  Item 4.  Description of Securities.
  
           This Registration Statement registers $25,000,000.00 of Deferred
  Compensation Obligations to be offered to certain eligible employees of the
  Company and its subsidiaries that have adopted the Plan. The Obligations are
  general unsecured and unfunded obligations of the Company to pay deferred
  compensation in the future in accordance with the terms of the Plan.
  
           A plan participant (an "Executive") may elect annually to defer all or
  a portion of any bonus compensation award that may be granted to him under the
  Plan (a "Deferred Award"). An Executive may elect to receive the Deferred Award,
  plus amounts credited or debited with respect thereto, on the earlier of (i) a
  date or dates certain prior to termination of such Executive's employment, or
  (ii) termination of employment.
  
           An Executive allocates his Deferred Awards among various measurement
  fund alternatives. Measurement fund alternatives, which may include a Company
  common stock fund alternative, are determined in accordance with, and subject to
  the rules and procedures from time to time established by, the committee of
  directors designated by the Board of Directors of the Company (the "Board") to
  administer and interpret the Plan (the "Committee"). The Obligations consist of
  an amount equal to the sum of each Executive's Deferred Awards, adjusted by
  amounts credited or debited to such Executive based on the investment
  performance of the selected measurement fund alternatives, less all
  distributions made to such Executive or his beneficiary pursuant to the Plan.
  
           Amounts elected to be paid on a date or dates certain are paid to the
  Executive in full, less amounts for required tax withholding, in cash on such
  date or dates. Amounts paid upon termination of the employment of an Executive
  are paid to the Executive or his beneficiary in the sole discretion of the
  Committee: (i) in a single distribution; (ii) over a number of years fixed by
  the Committee, but not exceeding fifteen, in annual installments; or (iii) in
  the event of the retirement or death of a currently employed Executive, at a
  specified future date not to exceed fifteen years from the date of such
  retirement or death in a single distribution, in which event income in respect
  of Deferred Awards would be paid quarterly to such Executive or his beneficiary.
  
           In certain circumstances, including undue hardship and death, the
  Committee may, in its sole discretion, accelerate payment of amounts payable
  under the Plan.
  
           The Committee has the power to administer and interpret the Plan. The
  Obligations are unassignable and non-transferable. No benefit under, or interest
  in, the Plan is subject in any manner to anticipation, alienation, sale,
  transfer, assignment, pledge, encumbrance or charge.
  
  
                                       - 3 -
  <PAGE>   4
  
           The Board may at any time, under such circumstances as it in its sole
  discretion may determine, convert all the accounts into cash credits, with
  future credits to the accounts being made solely in cash, such credits
  thereafter bearing interest until paid compounded, annually at such annual rate
  as may be fixed by the Board.
  
           The Board may from time to time amend, suspend or terminate the Plan in
  whole or in part. However, except with the consent of the Executive, or if the
  Executive is not living the Executive's beneficiary, no amendment, suspension or
  termination of the Plan shall be made which materially adversely affects such
  Executive's rights with respect to awards previously made to him.
  
  
  Item 5.  Interests of Named Experts and Counsel.
  
           An opinion stating that the Obligations registered hereunder, when
  issued in accordance with the provisions of the Plan, will be valid and binding
  obligations of the Company has been rendered to the Company on October 8, 1999
  by Ellen J. Curnes, Senior Corporate Counsel of the Company. Ms. Curnes is the
  beneficial owner of options to purchase 1,000 shares of the Company's Common
  Stock.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Company is a Utah corporation. Section 16-10a-901 et seq. of the
  Revised Business Corporation Act of Utah grants to a corporation the power and
  in certain cases requires corporations to indemnify a person made a party to a
  lawsuit or other proceeding because such person is or was a director or officer.
  A corporation is further empowered to purchase insurance on behalf of any person
  who is or was a director or officer against any liability asserted against him
  or her and incurred by him or her in such capacity or arising out of his or her
  status as such capacity. The Company's By-Laws provide for mandatory
  indemnification of its directors, officers and employees in certain
  circumstances. The Company maintains insurance on behalf of directors and
  officers against liability asserted against them arising out of their status as
  such.
  
           The Company's Articles of Incorporation eliminate in certain
  circumstances the personal liability of directors of the Company for monetary
  damages for a breach of their fiduciary duty as directors. This provision does
  not eliminate the liability of a director for (i) the amount of a financial
  benefit received by a director to which he or she is not entitled, (ii) an
  intentional infliction of harm on the corporation or the shareholders, (iii) a
  violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
  (relating to the liability of directors for unlawful distributions) or (iv) an
  intentional violation of criminal law.
  
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  
                                       - 4 -
  <PAGE>   5
  
  Item 8.  Exhibits.
  
           The exhibits filed as part of this Registration Statement are as
  follows:
  
  Exhibit Number                              Exhibit
  
       4.1       -    Executive Incentive Plan of Union Pacific Corporation and
                      Subsidiaries, as amended April 27, 1995 (incorporated by
                      reference to Exhibit 10(a) to the Company's Quarterly Report
                      on Form 10-Q for the quarter ended March 31, 1995
                      [Commission File No. 1-6075], as filed with the Commission
                      on May 15, 1995)
  
       5         -    Opinion of Ellen J. Curnes, Esq.
  
       23.1      -    Consent of Deloitte & Touche LLP
  
       23.2      -    Consent of Ellen J. Curnes, Esq. (included in Exhibit 5
                      above)
  
       24        -    Powers of Attorney
  
  Item 9.  Undertakings.
  
           (a) The undersigned Company hereby undertakes:
  
                (1) To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement;
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement;
  
                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                this Section do not apply if the information required to be
                included in a post-effective amendment by those paragraphs is
                contained in periodic reports filed with or furnished to the
                Commission by the Company pursuant to Section 13 or Section 15(d)
                of the Exchange Act that are incorporated by reference in the
                Registration Statement.
  
  
                                       - 5 -
  <PAGE>   6
  
                (2) That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be deemed
                to be a new Registration Statement relating to the securities
                offered therein, and the offering of such securities at that time
                shall be deemed to be the initial bona fide offering thereof.
  
                (3) To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.
  
           (b) The undersigned Company hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of the
           Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
           the Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the Registration Statement
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Commission such indemnification is against public policy as expressed
           in the Securities Act and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           payment by the Company of expenses incurred or paid by a director,
           officer or controlling person of the Company in the successful defense
           of any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities being
           registered, the Company will, unless in the opinion of its counsel the
           matter has been settled by controlling precedent, submit to a court of
           appropriate jurisdiction the question whether such indemnification by
           it is against public policy as expressed in the Securities Act and will
           be governed by the final adjudication of such issue.
  
  
                                       - 6 -
  <PAGE>   7
  
                                     SIGNATURES
  
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Omaha, State of Nebraska, on this 8th day of October,
  1999.
  
  
                                             UNION PACIFIC CORPORATION
  
  
                                             By: /s/ Carl W. von Bernuth
                                                 ---------------------------------
                                                 Carl W. von Bernuth
                                                 Senior Vice President,
                                                 General Counsel and Secretary
  
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below on this 8th day of October, 1999,
  by the following persons in the capacities indicated.
  
  
           Signature                                      Title
           ---------                                      -----
  
  
   /s/ Richard K. Davidson                Chairman of the Board, President, Chief
  ----------------------------               Executive Officer and Director
      (Richard K. Davidson)                     (Principal Executive Officer)
  
  
   /s/ Gary M. Stuart                     Executive Vice President - Finance
  ----------------------------               (Principal Financial Officer)
      (Gary M. Stuart)
  
  
   /s/ James R. Young                     Controller
  ----------------------------               (Principal Accounting Officer)
      (James R. Young)
  
  
                                       - 7 -
  <PAGE>   8
  
  
  Philip F. Anschutz              Director )
  Robert P. Bauman                Director )    By: /s/ Thomas E. Whitaker
  Richard B. Cheney               Director )        ------------------------------
  E. Virgil Conway                Director )        (Thomas E. Whitaker
  Thomas J. Donohue               Director )        ------------------------------
  Elbridge T. Gerry, Jr.          Director )        as Attorney-in-Fact)
  William H. Gray, III            Director )
  Judith Richards Hope            Director )
  Ivor J. Evans                   Director )
  Richard J. Mahoney              Director )
  Richard D. Simmons              Director )
  
  
                                       - 8 -
  <PAGE>   9
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
     Exhibit
     Number                   Exhibit
     -------                  -------
  <S>            <C>  <C>
       4.1       -    Executive Incentive Plan of Union Pacific Corporation and
                      Subsidiaries, as amended April 27, 1995 (incorporated by
                      reference to Exhibit 10(a) to the Company's Quarterly Report
                      on Form 10-Q for the quarter ended March 31, 1995
                      [Commission File No. 1-6075], as filed with the Commission
                      on May 15, 1995)
  
       5         -    Opinion of Ellen J. Curnes, Esq.
  
       23.1      -    Consent of Deloitte & Touche LLP
  
       23.2      -    Consent of Ellen J. Curnes, Esq. (included in Exhibit 5
                      above)
  
       24        -    Powers of Attorney
  </TABLE>
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text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999
  
                                                    Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   ---------------
  
                              UNION PACIFIC CORPORATION
               (Exact name of registrant as specified in its charter)
  
                    UTAH                                    13-2626465
       (State or other jurisdiction of        (I.R.S. Employer Identification No.)
       incorporation or organization)
  
             1416 DODGE STREET
              OMAHA, NEBRASKA                                 68179
  (Address of Principal Executive Offices)                  (Zip Code)
  
                             EXECUTIVE INCENTIVE PLAN OF
                     UNION PACIFIC CORPORATION AND SUBSIDIARIES
                                (Full title of plan)
  
                                 CARL W. VON BERNUTH
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              UNION PACIFIC CORPORATION
                                  1416 DODGE STREET
                                OMAHA, NEBRASKA 68179
                                   (402) 271-5777
   (Name, address and telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================================================
                                                PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF SECURITIES TO    AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING            AMOUNT OF
      BE REGISTERED        REGISTERED (1)          OBLIGATION               PRICE (2)            REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------
  Executive Incentive
  Plan of Union Pacific
  Corporation and
  Subsidiaries Deferred
  Compensation
  Obligations              $25,000,000.00               100%                $25,000,000.00            $6,950.00
  ===============================================================================================================
  (1)  The Executive Incentive Plan of Union Pacific Corporation and Subsidiaries
       Deferred Compensation Obligations are unfunded, unsecured obligations of
       Union Pacific Corporation to pay deferred compensation in the future in
       accordance with the terms of the Executive Incentive Plan of Union Pacific
       Corporation and Subsidiaries.
  
  (2)  Estimated solely for purposes of calculating the registration fee.
  
  Page 1 of 22 pages; Index to Exhibits is on page 9.
  2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           *Information required by Part I of Form S-8 to be contained in the
  Section 10(a) prospectus is omitted from this Registration Statement in
  accordance with Rule 428 under the Securities Act of 1933, as amended (the
  "Securities Act"), and the Note to Part I of Form S-8. The document(s)
  containing such information will be sent or given to participating employees as
  specified in Rule 428(b)(1) of the Securities Act. These documents and the
  documents incorporated by reference into this Registration Statement pursuant to
  Item 3 of Part II of this Registration Statement, taken together, constitute a
  prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents, which have been filed previously by Union
  Pacific Corporation (the "Company") with the Securities and Exchange Commission
  (the "Commission"), are incorporated by reference in this Registration Statement
  and made a part hereof:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998; and
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Securities Exchange Act of 1934, as amended (the "Exchange
                    Act") since the end of the fiscal year covered by the Annual
                    Report referred to in (a) above.
  
           All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold,
  shall be deemed to be incorporated by reference herein and to be part hereof
  from the date of filing of such documents.
  
           For purposes of this Registration Statement, any statement contained in
  a document incorporated or deemed to be incorporated by reference shall be
  deemed to be modified or superseded to the extent that a statement contained
  herein or in any other subsequently filed document which also is or is deemed to
  be incorporated herein by reference modifies or supersedes such statement in
  such document. Any statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
                                        - 2 -
  3
  
           The financial statements incorporated by reference in this Registration
  Statement from the Company's Annual Report on Form 10-K for the year ended
  December 31, 1998 have been audited by Deloitte & Touche LLP, independent
  auditors, as stated in their report which is incorporated herein by reference
  (which report expresses an unqualified opinion and includes an explanatory
  paragraph relating to a change in accounting principle), and have been so
  incorporated in reliance upon the report of such firm given upon their authority
  as experts in accounting and auditing.
  
  Item 4.  Description of Securities.
  
           This Registration Statement registers $25,000,000.00 of Deferred
  Compensation Obligations to be offered to certain eligible employees of the
  Company and its subsidiaries that have adopted the Plan. The Obligations are
  general unsecured and unfunded obligations of the Company to pay deferred
  compensation in the future in accordance with the terms of the Plan.
  
           A plan participant (an "Executive") may elect annually to defer all or
  a portion of any bonus compensation award that may be granted to him under the
  Plan (a "Deferred Award"). An Executive may elect to receive the Deferred Award,
  plus amounts credited or debited with respect thereto, on the earlier of (i) a
  date or dates certain prior to termination of such Executive's employment, or
  (ii) termination of employment.
  
           An Executive allocates his Deferred Awards among various measurement
  fund alternatives. Measurement fund alternatives, which may include a Company
  common stock fund alternative, are determined in accordance with, and subject to
  the rules and procedures from time to time established by, the committee of
  directors designated by the Board of Directors of the Company (the "Board") to
  administer and interpret the Plan (the "Committee"). The Obligations consist of
  an amount equal to the sum of each Executive's Deferred Awards, adjusted by
  amounts credited or debited to such Executive based on the investment
  performance of the selected measurement fund alternatives, less all
  distributions made to such Executive or his beneficiary pursuant to the Plan.
  
           Amounts elected to be paid on a date or dates certain are paid to the
  Executive in full, less amounts for required tax withholding, in cash on such
  date or dates. Amounts paid upon termination of the employment of an Executive
  are paid to the Executive or his beneficiary in the sole discretion of the
  Committee: (i) in a single distribution; (ii) over a number of years fixed by
  the Committee, but not exceeding fifteen, in annual installments; or (iii) in
  the event of the retirement or death of a currently employed Executive, at a
  specified future date not to exceed fifteen years from the date of such
  retirement or death in a single distribution, in which event income in respect
  of Deferred Awards would be paid quarterly to such Executive or his beneficiary.
  
           In certain circumstances, including undue hardship and death, the
  Committee may, in its sole discretion, accelerate payment of amounts payable
  under the Plan.
  
           The Committee has the power to administer and interpret the Plan. The
  Obligations are unassignable and non-transferable. No benefit under, or interest
  in, the Plan is subject in any manner to anticipation, alienation, sale,
  transfer, assignment, pledge, encumbrance or charge.
  
                                       - 3 -
  4
  
           The Board may at any time, under such circumstances as it in its sole
  discretion may determine, convert all the accounts into cash credits, with
  future credits to the accounts being made solely in cash, such credits
  thereafter bearing interest until paid compounded, annually at such annual rate
  as may be fixed by the Board.
  
           The Board may from time to time amend, suspend or terminate the Plan in
  whole or in part. However, except with the consent of the Executive, or if the
  Executive is not living the Executive's beneficiary, no amendment, suspension or
  termination of the Plan shall be made which materially adversely affects such
  Executive's rights with respect to awards previously made to him.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           An opinion stating that the Obligations registered hereunder, when
  issued in accordance with the provisions of the Plan, will be valid and binding
  obligations of the Company has been rendered to the Company on October 8, 1999
  by Ellen J. Curnes, Senior Corporate Counsel of the Company. Ms. Curnes is the
  beneficial owner of options to purchase 1,000 shares of the Company's Common
  Stock.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Company is a Utah corporation. Section 16-10a-901 et seq. of the
  Revised Business Corporation Act of Utah grants to a corporation the power and
  in certain cases requires corporations to indemnify a person made a party to a
  lawsuit or other proceeding because such person is or was a director or officer.
  A corporation is further empowered to purchase insurance on behalf of any person
  who is or was a director or officer against any liability asserted against him
  or her and incurred by him or her in such capacity or arising out of his or her
  status as such capacity. The Company's By-Laws provide for mandatory
  indemnification of its directors, officers and employees in certain
  circumstances. The Company maintains insurance on behalf of directors and
  officers against liability asserted against them arising out of their status as
  such.
  
           The Company's Articles of Incorporation eliminate in certain
  circumstances the personal liability of directors of the Company for monetary
  damages for a breach of their fiduciary duty as directors. This provision does
  not eliminate the liability of a director for (i) the amount of a financial
  benefit received by a director to which he or she is not entitled, (ii) an
  intentional infliction of harm on the corporation or the shareholders, (iii) a
  violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
  (relating to the liability of directors for unlawful distributions) or (iv) an
  intentional violation of criminal law.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
                                       - 4 -
  5
  
  Item 8.  Exhibits.
  
           The exhibits filed as part of this Registration Statement are as
  follows:
  
  Exhibit Number                              Exhibit
  
       4.1       -    Executive Incentive Plan of Union Pacific Corporation and
                      Subsidiaries, as amended April 27, 1995 (incorporated by
                      reference to Exhibit 10(a) to the Company's Quarterly Report
                      on Form 10-Q for the quarter ended March 31, 1995
                      [Commission File No. 1-6075], as filed with the Commission
                      on May 15, 1995)
  
       5         -    Opinion of Ellen J. Curnes, Esq.
  
       23.1      -    Consent of Deloitte & Touche LLP
  
       23.2      -    Consent of Ellen J. Curnes, Esq. (included in Exhibit 5
                      above)
  
       24        -    Powers of Attorney
  
  Item 9.  Undertakings.
  
           (a) The undersigned Company hereby undertakes:
  
                (1) To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement;
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement;
  
                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                this Section do not apply if the information required to be
                included in a post-effective amendment by those paragraphs is
                contained in periodic reports filed with or furnished to the
                Commission by the Company pursuant to Section 13 or Section 15(d)
                of the Exchange Act that are incorporated by reference in the
                Registration Statement.
  
                                       - 5 -
  6
  
                (2) That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be deemed
                to be a new Registration Statement relating to the securities
                offered therein, and the offering of such securities at that time
                shall be deemed to be the initial bona fide offering thereof.
  
                (3) To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.
  
           (b) The undersigned Company hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of the
           Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
           the Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the Registration Statement
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Company pursuant to the foregoing provisions, or
           otherwise, the Company has been advised that in the opinion of the
           Commission such indemnification is against public policy as expressed
           in the Securities Act and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           payment by the Company of expenses incurred or paid by a director,
           officer or controlling person of the Company in the successful defense
           of any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities being
           registered, the Company will, unless in the opinion of its counsel the
           matter has been settled by controlling precedent, submit to a court of
           appropriate jurisdiction the question whether such indemnification by
           it is against public policy as expressed in the Securities Act and will
           be governed by the final adjudication of such issue.
  
                                       - 6 -
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Omaha, State of Nebraska, on this 8th day of October,
  1999.
  
                                             UNION PACIFIC CORPORATION
  
                                             By: /s/ Carl W. von Bernuth
                                                 ---------------------------------
                                                 Carl W. von Bernuth
                                                 Senior Vice President,
                                                 General Counsel and Secretary
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below on this 8th day of October, 1999,
  by the following persons in the capacities indicated.
  
           Signature                                      Title
           ---------                                      -----
  
   /s/ Richard K. Davidson                Chairman of the Board, President, Chief
  ----------------------------               Executive Officer and Director
      (Richard K. Davidson)                     (Principal Executive Officer)
  
   /s/ Gary M. Stuart                     Executive Vice President - Finance
  ----------------------------               (Principal Financial Officer)
      (Gary M. Stuart)
  
   /s/ James R. Young                     Controller
  ----------------------------               (Principal Accounting Officer)
      (James R. Young)
  
                                       - 7 -
  8
  
  Philip F. Anschutz              Director )
  Robert P. Bauman                Director )    By: /s/ Thomas E. Whitaker
  Richard B. Cheney               Director )        ------------------------------
  E. Virgil Conway                Director )        (Thomas E. Whitaker
  Thomas J. Donohue               Director )        ------------------------------
  Elbridge T. Gerry, Jr.          Director )        as Attorney-in-Fact)
  William H. Gray, III            Director )
  Judith Richards Hope            Director )
  Ivor J. Evans                   Director )
  Richard J. Mahoney              Director )
  Richard D. Simmons              Director )
  
                                       - 8 -
  9
  
                                  INDEX TO EXHIBITS
  Exhibit
     Number                   Exhibit
     -------                  -------
  4.1       -    Executive Incentive Plan of Union Pacific Corporation and
                      Subsidiaries, as amended April 27, 1995 (incorporated by
                      reference to Exhibit 10(a) to the Company's Quarterly Report
                      on Form 10-Q for the quarter ended March 31, 1995
                      [Commission File No. 1-6075], as filed with the Commission
                      on May 15, 1995)
  
       5         -    Opinion of Ellen J. Curnes, Esq.
  
       23.1      -    Consent of Deloitte & Touche LLP
  
       23.2      -    Consent of Ellen J. Curnes, Esq. (included in Exhibit 5
                      above)
  
       24        -    Powers of Attorney