<PAGE> 1
As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-35641
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
UNION PACIFIC RESOURCES GROUP INC.
(Exact name of Registrant as specified in its charter)
Utah 13-2647483
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
777 Main Street
Fort Worth, Texas 76102-6203
(817) 321-6000
(Address of principal executive offices)
UNION PACIFIC RESOURCES GROUP INC. EXECUTIVE DEFERRED
COMPENSATION PLAN
UNION PACIFIC RESOURCES GROUP INC. DEFERRED COMPENSATION PLAN
FOR THE BOARD OF DIRECTORS (AS AMENDED AND RESTATED)
(Full title of the plans)
-------------
KERRY R. BRITTAIN
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNION PACIFIC RESOURCES GROUP INC.
777 MAIN STREET
FORT WORTH, TEXAS 76102-6203
(817) 321-6000
(Name, address, and telephone number,
including area code, of agent for service)
<PAGE> 2
Explanatory Note
-------------------------
This Post-Effective Amendment No. 1 to Registration Statement No.
333-35641 is being filed by Union Pacific Resources Group Inc. (the
"Registrant") to deregister under the Securities Act of 1933, as amended, (the
"Securities Act") the securities that were originally registered on this
Registration Statement but that were not sold.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, as of July 14, 2000.
UNION PACIFIC RESOURCES GROUP INC.
By: /s/ MORRIS B. SMITH
-------------------------------
Morris B. Smith,
Vice President, Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 has been signed below, on this 14th day of July, 2000, by the
following persons on behalf of the Registrant and in the capacities indicated.
/s/ GEORGE LINDAHL III Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
--------------------------
George Lindahl III
/s/ MORRIS B. SMITH Vice President and Chief Financial Officer
-------------------------- (Principal Accounting and Financial Officer)
Morris B. Smith
* Director
--------------------------
H. Jesse Arnelle
<PAGE> 3
* Director
--------------------------
Lynne V. Cheney
* Director
--------------------------
Preston M. Geren III
* Director
--------------------------
Lawrence M. Jones
* Director
--------------------------
Drew Lewis
* Director
--------------------------
Claudine B. Malone
* Director
--------------------------
John W. Poduska, Sr., Ph.D.
* Director
--------------------------
Michael E. Rossi
* Director
--------------------------
Jeff Sandefer
* Director
--------------------------
Samuel K. Skinner
* Director
--------------------------
James R. Thompson
*By: /s/ KATHY L. COX
--------------------------
Kathy L. Cox, as attorney-in-fact
