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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000100885-00-000025.txt : 20001229
<SEC-HEADER>0000100885-00-000025.hdr.sgml : 20001229
ACCESSION NUMBER:		0000100885-00-000025
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001227
ITEM INFORMATION:		
FILED AS OF DATE:		20001228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNION PACIFIC CORP
		CENTRAL INDEX KEY:			0000100885
		STANDARD INDUSTRIAL CLASSIFICATION:	RAILROADS, LINE-HAUL OPERATING [4011]
		IRS NUMBER:				132626465
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-06075
		FILM NUMBER:		796547

	BUSINESS ADDRESS:	
		STREET 1:		1416 DODGE STREET
		STREET 2:		MC 10015
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68179
		BUSINESS PHONE:		2147435600

	MAIL ADDRESS:	
		STREET 1:		1416 DODGE STREET
		STREET 2:		MC 10015
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68179
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>12/27/00 FORM 8-K
<TEXT>


                       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 Corporation

          ------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


      Utah                      1-6075                  13-2626465
- -------------------------------------------------------------------------
  (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) 271-5777


                                       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 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 CORPORATION


                                            By: /s/ James R. Young
                                            ----------------------
                                            James R. Young
                                            Executive Vice President - Finance


<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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>


                   UNION PACIFIC ANNOUNCES SPENDING REDUCTION;
                      EXPECTS LOWER FOURTH QUARTER EARNINGS

FOR IMMEDIATE RELEASE:

        OMAHA,  December 27 - Prompted  by clear signs of an economic  slowdown,
Union  Pacific  Corporation  (NYSE:  UNP)  announced  today that it will  reduce
employment  levels  and  planned  capital  spending  for 2001.  Severance  costs
associated with these actions will result in an after-tax  charge to earnings of
approximately $70 million in the fourth quarter, 2000, or $.26 per fully diluted
share.  At the same time,  Union Pacific now expects  fourth  quarter  earnings,
before the one-time  charge,  to range between $.87 to $.90 per share,  compared
with $.95 per share in the final quarter of 1999.

        The corporation's board of directors approved the actions today.

        "Our strong franchise, our improving productivity and our innovative new
services have created  momentum that not only positions us for long term  growth
but also will allow us to profitably  weather a slow down in the economy,"  said
Dick Davidson,  Chairman and Chief Executive Officer. "The downward trend in the
economy has  accelerated  sharply in the past few weeks.  The railroad's  fourth
quarter  carloadings  are  expected to rise by only one percent over a year ago,
considerably  below our forecast.  An increasing  number of our customers report
that their business  levels have weakened,  and few see any signs of significant
improvement."

        To  help  offset  as  much  of this  as  possible,  Union  Pacific  will
accelerate productivity  enhancement measures that had been planned for later in
2001 and beyond.

<PAGE>

        Employment  at Union  Pacific  Railroad,  which  this year has  averaged
approximately  50,000 through November,  will be reduced by about 2,000 jobs, or
four percent,  primarily  during the first half of 2001.  About  one-half of the
reductions  are expected to come through  attrition.  The remainder  will result
from a combination of an early retirement program and involuntary  layoffs.  The
jobs reduction program will include both agreement and  non-agreement  employees
and will affect every part of the 23-state Union Pacific system.

        "We  always  try  to  use  attrition  first  to  achieve  any  necessary
reductions in our  workforce,"  said  Davidson.  "However,  the level of overall
economic activity has slowed so dramatically  during the fourth quarter, we must
accelerate the pace of cost reductions to match demand for our services."

        Commenting on the reduced earnings outlook,  Davidson said the impact of
the economic  downturn is  compounded  by  difficulties  associated  with severe
winter  storms that have swept across  several  states in the  railroad  service
area.  Moreover,  fuel prices  continue to remain far above where they were last
year.  Average  fuel prices in the fourth  quarter  are  expected to be about 70
percent above the same period in 1999.

        Added Davidson:  "We have made tremendous strides in our service quality
and  reliability  over the past two years.  When combined with our  unparalleled
rail franchise and diverse  commodity mix, we are confident that today's actions
will keep us on track to make even more strides in improving  the quality of our
service  while  helping to offset some of the impact of a difficult  economy and
position us to take advantage of opportunities as the economy rebounds."

<PAGE>

        This press release may contain statements about the Corporation's future
that  are  not   statements   of   historical   fact.   These   statements   are
"forward-looking statements" for purposes of applicable securities laws, and are
based on current  information and/or management's good faith belief as to future
events.   Forward-looking   statements  include  projections  and  estimates  of
earnings,  revenues,   cost-savings,   employment  levels,  expenses,  or  other
financial items; statements of management's plans, strategies and objectives for
future  operation,  and management's  expectations as to future  performance and
operations  and the time by which  objectives  will be achieved;  and statements
regarding future economic, industry or market conditions or performance.

        Forward-looking  statements  are  subject  to risks  and  uncertainties.
Actual  performance or results could differ  materially from that anticipated by
the  forward-looking   statement.   Important  factors  that  could  cause  such
differences include the Corporation's  success in implementing its financial and
operational  initiatives;  the  impact  of  industry  competition,   conditions,
performance  and  consolidation;  legislative  and/or  regulatory  developments,
including  initiatives to re-regulate the rail business;  natural events such as
severe weather,  floods and earthquakes;  adverse general  economic  conditions,
both within the United States and globally;  changes in fuel prices;  changes in
labor costs; labor stoppages; and the outcome of claims and litigation.

        Forward-looking  statements  speak only as of the date the statement was
made.  The   Corporation   assumes  no  obligation  to  update   forward-looking
information  to reflect  actual  results,  changes in  assumptions or changes in
other factors  affecting  forward-looking  information.  If the Corporation does
update any  forward-looking  statement,  no  inference  should be drawn that the
Corporation  will make additional  updates with respect to that statement or any
other forward-looking statements.

CONTACT:

Media Relations:
        Bob Turner:  402 - 271-5255
        John Bromley:  402 - 271-3475

Investor Relations:
        Beth Whited:  402 - 271-4227

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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