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): January 24, 2002


                            Union Pacific Corporation
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             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


      Utah                            1-6075                     13-2626465
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  (STATE OR OTHER                   (COMMISSION               (I.R.S. EMPLOYER
  JURISDICTION OF                   FILE NUMBER)             IDENTIFICATION NO.)
  INCORPORATION)


         1416 Dodge Street, Omaha, Nebraska                        68179
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         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:             (402) 271-5777


                                       N/A
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          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)








Item 5.  Other Events.

         Attached as an Exhibit is the Press Release issued by Union Pacific
Corporation on January 24, 2002 announcing Union Pacific Corporation's financial
results for the fourth quarter of 2001, which is incorporated herein by
reference.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99       Press Release dated January 24, 2002 announcing Union
                           Pacific Corporation's financial results for the
                           fourth quarter of 2001.

                                   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: January 24, 2002


                                          UNION PACIFIC CORPORATION


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
















                                  EXHIBIT INDEX




EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
               
99                Press Release dated January 24, 2002 announcing Union Pacific
                  Corporation's financial results for the fourth quarter of
                  2001.