UNION PACIFIC RAILROAD CO/DE
8-K, 2000-12-28
RAILROADS, LINE-HAUL OPERATING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2000


                         Union Pacific Railroad Company
         --------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


      Delaware                  1-6146                   94-6001323
-------------------------------------------------------------------------
  (State or Other            (Commission             (I.R.S. Employer
   Jurisdiction of            File Number)          Identification No.)
    Incorporation)

        1416 Dodge Street, Omaha, Nebraska              68179
        -----------------------------------------------------------
         (Address of Principal Executive Offices)    (Zip Code)

       Registrant's telephone number, including area code: (402) 271-5000


                                       N/A

          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 5. Other Events.
        ------------

        Attached  as an Exhibit  is the Press  Release  issued by Union  Pacific
Corporation, the corporate parent of Union Pacific Railroad Company, on December
27, 2000 announcing  Union Pacific  Corporation's  expected lower fourth quarter
earnings and plan to reduce spending, which is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.
        ---------------------------------

        (c)    Exhibits.
               --------

                  99      Press Release dated December 27, 2000 announcing Union
                          Pacific  Corporation's  expected  lower fourth quarter
                          earnings and plan to reduce spending.

<PAGE>



                                          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 hereunto duly authorized.

Dated: December 27, 2000


                                            UNION PACIFIC RAILROAD COMPANY


                                            By: /s/ James R. Young
                                            ----------------------
                                                    James R. Young
                                                    Chief Financial Officer


<PAGE>


                                         EXHIBIT INDEX

        Exhibit Description

        99        Press Release dated December 27, 2000 announcing Union Pacific
                  Corporation's  expected lower fourth quarter earnings and plan
                  to reduce spending.



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