<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>6
<FILENAME>dex241.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                                                                   EXHIBIT 24.1

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Philip F. Anschutz, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                 /s/ PHILIP F. ANSCHUTZ
                                        _______________________________________
                                                   Philip F. Anschutz



                                      1

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, E. Virgil Conway, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                  /S/ E. VIRGIL CONWAY
                                        _______________________________________
                                                    E. Virgil Conway



                                      2

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Thomas J. Donohue, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                  /s/ THOMAS J. DONOHUE
                                        _______________________________________
                                                    Thomas J. Donohue



                                      3

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Archie W. Dunham, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                  /s/ ARCHIE W. DUNHAM
                                        _______________________________________
                                                    Archie W. Dunham



                                      4

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Spencer F. Eccles, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                  /s/ SPENCER F. ECCLES
                                        _______________________________________
                                                    Spencer F. Eccles



                                      5

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Ivor J. Evans, a Director of Union
Pacific Corporation, a Utah corporation (the "Corporation"), do hereby appoint
Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                    /s/ IVOR J. EVANS
                                        _______________________________________
                                                      Ivor J. Evans



                                      6

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Elbridge T. Gerry, Jr., a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                               /s/ ELBRIDGE T. GERRY, JR.
                                        _______________________________________
                                                 Elbridge T. Gerry, Jr.



                                      7

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Judith Richards Hope, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                /s/ JUDITH RICHARDS HOPE
                                        _______________________________________
                                                  Judith Richards Hope



                                      8

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Richard J. Mahoney, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                 /s/ RICHARD J. MAHONEY
                                        _______________________________________
                                                   Richard J. Mahoney



                                      9

<PAGE>

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENT THAT I, Richard D. Simmons, a Director of
Union Pacific Corporation, a Utah corporation (the "Corporation"), do hereby
appoint Carl W. von Bernuth and Thomas E. Whitaker, and each of them acting
individually, as my true and lawful attorney-in-fact, each with power to act
without the other in full power of substitution, to execute, deliver and file,
for and on my behalf, and in my name and in my capacity as a Director, a
Registration Statement on Form S-4 (or other appropriate form) for filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to the issuance and distribution of shares of
Corporation Common Stock, par value $2.50 per share, pursuant to the offer by
the Corporation to exchange all outstanding shares of common stock, no par
value, of Motor Cargo Industries, Inc. for either 0.26 of a share of
Corporation Common Stock or $12.10 in cash, hereby granting to such attorneys
and each of them full power and authority to do and perform each and every act
and thing whatsoever as such attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as I might or could do
personally or in my capacity as Director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.

   IN WITNESS WHEREOF, I have executed this Power of Attorney as of October 23,
2001.

                                                 /s/ RICHARD D. SIMMONS
                                        _______________________________________
                                                   Richard D. Simmons



                                      10

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