<PAGE> COVER
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Union Pacific Resources Group Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
907834 10 5
(CUSIP Number)
Check the following box if a fee is being paid with this Statement. X
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CUSIP No. 907834 10 5
1
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER . . . . . . . . . . 206,000,000 Shares
6 SHARED VOTING POWER. . . . . . . . . 0
7 SOLE DISPOSITIVE POWER. . . . . . . . 206,000,000 Shares
8 SHARED DISPOSITIVE POWER . . . . . . 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
206,000,000 Shares
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
82.6%
12
TYPE OF REPORTING PERSON
CO
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Item 1(a)
Name of Issuer: Union Pacific Resources Group Inc.
Item 1(b)
Address of Issuer's Principal Executive Offices: P. O. Box 7, 801 Cherry Street
Fort Worth, TX 76101
Item 2(a)
Name of Person Filing: Union Pacific Corporation
Item 2(b)
Address of Principal Business
Office or, if none, Residence: Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA `18018
Item 2(c)
Citizenship: Utah
Item 2(d)
Title of Class of Securities: Common Stock, No Par Value
Item 2(e)
CUSIP Number: 907834 10 5
Item 3
Not Applicable.
Item 4
Ownership
(a) Amount Beneficially Owned: 206,000,000 Shares
(b) Percent of Class: 82.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote. . . . . . . . . .
206,000,000 Shares
(ii) shared power to vote or to direct the vote . . . . . . . . 0
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(iii) sole power to dispose or to direct the disposition of . . .
206,000,000 Shares
(iv) shared power to dispose or to direct the disposition of... 0
Item 5
Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable.
Item 8
Identification and Classification of Members of the Group
Not Applicable.
Item 9
Notice of Dissolution of Group
Not Applicable.
Item 10
Certification
Not Applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: March 7, 1996 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
--------------------------------
Name: Carl W. von Bernuth
Title: Senior Vice President and General Counsel
