Union Pacific Corporation and Subsidiary Companies
Statement of Consolidated Income
For the Three Months Ended December 31
Dollars in Millions Except Per Share Amounts
(Unaudited)

As Reported			Pro Forma		As Reported
1998 (a)			1998 (c)		1997		% Chg
$  2,684		Operating Revenues	$ 2,684		$ 2,561		+	5
2,412		Operating Expenses (b)	2,412		2,632		-	8
547		Goodwill Impairment	--		--			--
(275)		Operating Income (Loss)	272		(71)			F
76		Other Income - Net	76		(22)			F
188		Interest Expense	188		153		+	23
(387)		Income (Loss) Before Income Taxes	160		(246)			F
(64)		Income Tax (Expense) Benefit	(64)		94			U
(451)		Income (Loss) From Continuing Operations	96		(152)			F
262		Income (Loss) From Discontinued Operations	--		--			--
$  (189)		Net Income (Loss)	$ 96		$ (152)			F
		Diluted Earnings Per Share:
$  (1.83)		Income (Loss) From Continuing Operations	$ 0.39		$ (0.62)			F
1.06		Income (Loss) From Discontinued Operations	--		--			--
$  (0.77)		Net Income (Loss)	$ 0.39		$ (0.62)			F
246.1		Average Basic Shares Outstanding (MM)	246.1		245.9			--
246.1		Average Diluted Shares Outstanding (MM) (d)	247.0		245.9			--

(a) As Reported results for the 4th quarter include Overnite classified as continuing operations.

(b) Includes one-time merger expenses of $11 million pre-tax ($7 million after-tax or $.03 per diluted share) in 1998, $22 million pre-tax ($13 million after-tax or $.05 per share) in 1997. Merger expenses include severance, relocation and certain other costs related to Union Pacific employees affected by the merger. Also includes $5 million of Overnite goodwill amortization in 1997.

(c) Pro Forma results for 1998 exclude the one-time charge for the revaluation of Overnite's goodwill of $547 million pre- and after-tax and the $262 million reversal of the loss from reclassifying Overnite from discontinued operations to continuing operations.

(d) 1998 As Reported excludes 22.7 million anti-dilutive common stock equivalents, 1998 Pro Forma excludes 21.8 million anti-dilutive common stock equivalents, and 1997 excludes 2.1 million anti-dilutive common stock equivalents.

Union Pacific Corporation and Subsidiary Companies

Statement of Consolidated Income
For the Year Ended December 31
Dollars in Millions Except Per Share Amounts
(Unaudited)

As Reported			Pro Forma		As Reported
1998 (a)			1998 (c)		1997		% Chg
$  10,553		Operating Revenue	$ 10,553		$ 11,079		-	5
10,177		Operating Expense (b)	10,177		9,935		+	2
547		Goodwill Impairment	--		--			--
(171)		Operating Income (Loss)	376		1,144		-	67
189		Other Income - Net	189		137		+	38
714		Interest Expense	714		605		+	18
(696)		Income (Loss) Before Income Taxes	(149)		676			U
63		Income Tax (Expense) Benefit	63		(244)			F
$  (633)		Net Income (Loss)	$ (86)		$ 432			U
		Diluted Earnings Per Share:
$  (2.57)		Net Income (Loss)	$ (0.35)		$ 1.74			U
246.0		Average Basic Shares Outstanding (MM)	246.0		245.7			--
246.0		Average Diluted Shares Outstanding (MM) (d)	246.0		248.1			--

(a) As Reported results for 1998 include Overnite results reclassified as continuing operations for the full year.

(b) Includes one-time merger expenses of $69 million pre-tax ($43 million after-tax or $.17 per diluted share) in 1998, $97 million pre-tax ($60 million after-tax or $.24 per share) in 1997. Merger expenses include severance, relocation and certain other costs related to Union Pacific employees affected by the merger. Also includes $15 million and $20 million of Overnite goodwill amortization in 1998 (As Reported and Pro Forma) and 1997, respectively.

(c) Pro Forma results for 1998 exclude the one-time charge for the revaluation of Overnite's goodwill of $547 million pre- and after-tax.

(d) Excludes anti-dilutive common stock equivalents in 1998.

Union Pacific Corporation

Supplemental Data Sheet
Periods Ended December 31
Dollars in Millions
(Unaudited)

		Fourth Quarter
		1998		1997
Breakdown of Other Income
Asset Sales
	Salt Lake South Yard Sale	$  17		$  --
	Hyrail Sale	13		--
	Oakland Sale	9		--
	Skyway Write-Down	(5)		(65)
	Other	26		12
	Total Asset Sales	60		(53)
Interest and Other		16		31
	Total	$  76		$ (22)

Union Pacific Railroad

Supplemental Data Sheet
Periods Ended December 31
(Unaudited)

Fourth Quarter								Year-to-Date
1998		1997		% Chg				1998		1997		% Chg
							Commodity Revenue (000):
$ 366,341		$ 338,186		+	8		Agricultural Products	$ 1,308,190		$ 1,445,854		-	10
260,882		245,975		+	6		Automotive	938,256		952,581		-	2
377,775		395,858		-	5		Chemicals	1,535,221		1,714,445		-	10
495,487		423,980		+	17		Energy	1,996,430		1,913,918		+	4
431,893		439,587		-	2		Industrial Products	1,791,203		1,957,540		-	8
386,718		384,984			--		Intermodal	1,503,162		1,728,142		-	13
$ 2,319,096		$ 2,228,570		+	4		Total	$ 9,072,462		$ 9,712,480		-	7
							Revenue Carloads:
236,437		217,446		+	9		Agricultural Products	846,778		916,026		-	8
177,612		167,772		+	6		Automotive	643,167		641,053			--
218,248		227,187		-	4		Chemicals	899,616		971,822		-	7
448,622		403,747		+	11		Energy	1,767,207		1,736,211		+	2
320,622		325,825		-	2		Industrial Products	1,341,424		1,441,070		-	7
641,200		606,529		+	6		Intermodal	2,500,201		2,747,037		-	9
2,042,741		1,948,506		+	5		Total	7,998,393		8,453,219		-	5
							Average Revenue Per Car:
$ 1,549		$ 1,555			--		Agricultural Products	$ 1,545		$ 1,578		-	2
1,469		1,466			--		Automotive	1,459		1,486		-	2
1,731		1,742		-	1		Chemicals	1,707		1,764		-	3
1,104		1,050		+	5		Energy	1,130		1,102		+	2
1,347		1,349			--		Industrial Products	1,335		1,358		-	2
603		635		-	5		Intermodal	601		629		-	4
$ 1,135		$ 1,144		-	1		Total	$ 1,134		$ 1,149		-	1

Union Pacific Railroad and Corporate Services

Supplemental Data Sheet
Periods Ended December 31
Dollars in Millions Except Operating Statistics
(Unaudited)

Fourth Quarter								Year-to-Date
1998		1997		% Chg				1998		1997		% Chg
$ 2,426		$ 2,316		+	5		Operating Revenues	$ 9,519		$ 10,133		-	6
							Operating Expenses (a)
953		920		+	4		Salaries and Benefits	3,732		3,594		+	4
259		249		+	4		Depreciation and Retirements	1,010		981		+	3
117		128		-	9		Materials and Supplies	516		520		-	1
192		227		-	15		Fuel and Utilities	797		992		-	20
306		359		-	15		Rent Expense	1,343		1,328		+	1
343		505		-	32		Other	1,784		1,584		+	13
2,170		2,388		-	9		Total	9,182		8,999		+	2
256		(72)		+	F		Operating Income (Loss)	337		1,134		-	70
							Operating Statistics
2,043		1,949		+	5		Revenue Carloads (Thousands)	7,998		8,453		-	5
108,700		102,380		+	6		Revenue Ton-Miles (Millions)	432,068		451,854		-	4
213,302		201,074		+	6		Gross Ton-Miles (Millions)	826,433		860,415		-	4
2.13	¢	2.18	¢	-	2		Rev/RTM (Comm Rev Based)	2.10	¢	2.15	¢	-	2
1,135		1,144		-	1		Average Commodity Revenue Per Car	1,134		1,149		-	1
52,189		52,379		-	--		Average Employees	53,121		52,587		+	1
60	¢	70	¢	-	14		Average Fuel Cost Per Gallon	62	¢	71	¢	-	13
294		283		+	4		Fuel Consumed in Gallons (MM)	1,150		1,229		-	6
89.4		103.1		-	13.7	pts	Operating Ratio (%)	96.5		88.8		+	7.7	pts
11		22					Merger Expenses ($MM) (a)	69		97
137		86					Merger Benefits ($MM)	439		242

(a) Includes merger expenses (severance, relocation and certain other costs) related to Union Pacific employees affected by the merger.

Overnite Transportation Company

Supplemental Data Sheet
For the Three Months Ended December 31
Dollars in Millions Except Operating Statistics
(Unaudited)

As Reported			Pro Forma
1998			1998		1997		% Chg
$ 258		Operating Revenues	$ 258		$ 245		+	5
		Operating Expenses: (a) (b)
148		Salaries and Benefits	148		143		+	3
11		Depreciation and Retirements	11		11			--
547		Goodwill Impairment	--		--			--
15		Materials and Supplies	15		12		+	25
12		Fuel and Utilities	12		12			--
20		Rent Expense	20		23		-	13
36		Other	36		38		-	5
789		Total	242		239		+	1
$ (531)		Operating Income (Loss)	$ 16		$ 6		+	F
		Operating Statistics:
1,938		Millions of Pounds Hauled - LTL	1,938		1,969		-	2
116		Millions of Pounds Hauled - TL	116		140		-	17
2,054		Millions of Pounds Hauled - Combined	2,054		2,109		-	3
$ 12.64		Revenue/CWT - LTL	$ 12.64		$ 11.78		+	7
$ 5.42		Revenue/CWT - TL	$ 5.42		$ 5.28		+	3
$ 12.24		Revenue/CWT - Combined	$ 12.24		$ 11.35		+	8
11,475		Average Employees	11,475		11,635		-	1
53	¢	Average Fuel Price Per Gallon	53	¢	61	¢	-	13
13,241		Fuel Consumed in Gallons (Thousands)	13,241		13,077		+	1
--		Operating Ratio (%)	93.6		97.4		-	3.8	pts

(a) Pro Forma results for 1998 exclude the one-time charge for the revaluation of Overnite's goodwill of $547 million pre- and after-tax.

(b) Excludes goodwill amortization.

Overnite Transportation Company

Supplemental Data Sheet
For the Year Ended December 31
Dollars in Millions Except Operating Statistics
(Unaudited)

As Reported			Pro Forma
1998			1998		1997		% Chg
$ 1,034		Operating Revenues	$ 1,034		$ 946		+	9
		Operating Expenses: (a) (b)
616		Salaries and Benefits	616		572		+	8
45		Depreciation and Retirements	45		43		+	5
547		Goodwill Impairment	--		--			--
49		Materials and Supplies	49		41		+	20
46		Fuel and Utilities	46		50		-	8
83		Rent Expense	83		76		+	9
141		Other	141		134		+	5
1,527		Total	980		916		+	7
$ (493)		Operating Income (Loss)	$ 54		$ 30		+	80
		Operating Statistics:
7,966		Millions of Pounds Hauled - LTL	7,966		7,682		+	4
453		Millions of Pounds Hauled - TL	453		538		-	16
8,419		Millions of Pounds Hauled - Combined	8,419		8,220		+	2
$ 12.36		Revenue/CWT - LTL	$ 12.36		$ 11.67		+	6
$ 5.40		Revenue/CWT - TL	$ 5.40		$ 5.14		+	5
$ 11.98		Revenue/CWT - Combined	$ 11.98		$ 11.24		+	7
11,587		Average Employees	11,587		11,306		+	2
53	¢	Average Fuel Price Per Gallon	53	¢	63	¢	-	16
53,552		Fuel Consumed in Gallons (Thousands)	53,552		51,477		+	4
--		Operating Ratio (%)	94.8		96.8		-	2.0	pts

(a) Pro Forma results for 1998 exclude the one-time charge for the revaluation of Overnite's goodwill of $547 million pre- and after-tax.

(b) Excludes goodwill amortization.

Union Pacific Corporation
Condensed Statement of Consolidated Financial Position
As of December 31, 1998 and December 31, 1997
Dollars in Millions
(Unaudited)

		December 31, 1998		December 31, 1997
Assets:
	Current Assets Investments Properties - Net Other Assets    Total	$   1,502 691 26,939 242 $ 29,374		$   1,520 624 25,977 748 $ 28,869
Liabilities and Stockholders' Equity:
	Current Portion of Long Term Debt Other Current Liabilities Long Term Debt    Commercial Paper/Bank Notes    Other Long Term Debt Deferred Income Taxes Other Liabilities Convertible Preferred Shares Common Stockholders' Equity    Total	$     181 2,751 256 8,255 6,308 2,730 1,500 7,393 $ 29,374		$     233 3,119 1,743 6,542 6,252 2,755 -- 8,225 $ 28,869

Union Pacific Corporation

Condensed Statement of Consolidated Cash Flows
For the Year Ended December 31
Dollars in Millions
(Unaudited)

		1998		1997
Cash From Operations:
	Net Income (Loss) Depreciation Goodwill Impairment Deferred Income Taxes Other Cash From Operations	$ (633) 1,070 547 (74) (345) 565		$ 432 1,043 -- 300 (175) 1,600
Investing Activities
	Capital Investments Other Total Cash (Used) by Investing Activities	(2,111) 213 (1,898)		(2,101) 329 (1,772)
Financing Activities:
	Dividends Paid Debt Repaid Financings and Other - Net Total Cash Provided by Financing Activities	(255) (1,789) 3,463 1,419		(422) (329) 822 71
Net Change in Cash and Temporary Investments		$ 86		$ (101)

Union Pacific Corporation

Statement of Consolidated Income
Quarterly Data as Reported (b)
Dollars in Millions Except Per Share Amounts
(Unaudited)

		1998
		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr
Operating Revenues		$ 2,586		$ 2,623		$ 2,660		$ 2,684
Operating Expenses (a)		2,553		2,762		2,450		2,412
Goodwill Impairment		--		--		--		547
Operating Income (Loss)		33		(139)		210		(275)
Other Income - Net		23		54		36		76
Interest Expense		161		177		188		188
Income (Loss) Before Income Taxes		(105)		(262)		58		(387)
Income Tax (Expense) Benefit		43		108		(24)		(64)
Income (Loss) Before Continuing Operations		(62)		(154)		34		(451)
Income (Loss) From Discontinued Operations		--		(262)		--		262
Net Income (Loss)		$ (62)		$ (416)		$ 34		$ (189)
Diluted Earnings Per Share:
Income (Loss) From Continuing Operations		$ (0.25)		$ (0.63)		$ 0.14		$ (1.83)
Income (Loss) From Discontinued Operations		--		(1.06)		--		1.06
Net Income (Loss)		$ (0.25)		$ (1.69)		$ 0.14		$ (0.77)
Average Basic Shares Outstanding (MM)		246.0		246.0		246.1		246.1
Average Diluted Shares Outstanding (MM)		246.0		246.0		246.7		246.1

(a) Includes one-time merger expenses of $29 million pre-tax ($18 million after-tax or $.07 per share) in the first quarter, $17 million pre-tax ($11 million after-tax or $.04 per share) in the second quarter, $12 million pre-tax ($7 million after-tax or $.03 per share) in the third quarter, and $11 million pre-tax ($7 million after-tax or $.03 per share) in the fourth quarter. Merger expenses include severance, relocation and certain other costs related to Union Pacific employees affected by the merger. Also includes $5 million per quarter of Overnite goodwill amortization for the first three quarters of 1998.

(b) Quarterly data as reported with Overnite reclassified as continuing operations.


(Many of the comments we have made this morning may contain forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking information is based on information available at this time and is subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. Important factors that could cause such differences include, but are not limited to, whether the Railroad is fully successful in overcoming its congestion-related problems and implementing its service recovery plans, industry competition, regulatory developments, natural events such as floods and earthquakes, the effects of adverse general economic conditions, fuel prices, labor strikes, the impact of the year 2000 systems problems and the ultimate outcome of shipper claims related to congestion, environmental investigations or proceedings and other types of claims and litigations.)

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