<PAGE> COVER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ ] SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission file number 1-6075
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 13-2626465
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Martin Tower, Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (610) 861-3200
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ---------------------------------------- -----------------------------
Common Stock (Par Value $2.50 per share) New York Stock Exchange, Inc.
4 3/4% Convertible Debentures Due 1999 New York Stock Exchange, Inc.
___________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
----- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X].
___________________________________
As of February 10, 1995, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $10,459,863,003.
The number of shares outstanding of the registrant's Common Stock as of
February 10, 1995 was 205,911,168.
Portions of the following documents are incorporated by reference into
this Report: (1) registrant's Annual Report to Stockholders for the year ended
December 31, 1994 (Parts I and II); and (2) registrant's definitive Proxy
Statement for the annual meeting of stockholders to be held on
April 21, 1995 (Part III).
<PAGE> 1
Amendment to Signature
The signature page set forth on the subsequent page hereby amends the signature
page contained in Amendment No. 1 to the Annual Report on Form 10-K of Union
Pacific Corporation for the fiscal year ended December 31, 1994, filed with the
Securities and Exchange Commission on December 6, 1995.
<PAGE> 2
UNION PACIFIC CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 9, 1996
UNION PACIFIC CORPORATION
(Registrant)
/s/ Morris B. Smith
-----------------------------
Morris B. Smith,
Vice President and Controller
(Chief accounting officer
and duly authorized officer)
