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        July 29, 2009   Robert M. Knight, Jr. Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179

Re: Union Pacific Corporation
 File No. 001-06075  Form 10-K: For the fiscal year ended December 31, 2008  Form 10-Q: For the quarterly period ended March 31, 2009  Form 8-K furnished on April 23, 2009

Dear Mr. Knight:

We have reviewed the above referenced filings and have the following comments.
We ask you to revise future filings in response to some of these comments.  If you disagree, we will consider your explanation as to why a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
  The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.  Form 10-K:  For the fiscal  year ended December 31, 2008

 Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Financial Condition, page 56

1. We note that your company’s reported “Investments” balances were $974 million
and $923 million as of December 31, 2008 and December 31, 2007, respectively.  However, it does not appear that you have  discussed your company’s investments

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July 29, 2009
Page 2

in the footnotes to your fina ncial statements.  Please tell us and disclose the nature
of the investments reported on your balance sheet.  In this regard, please refer to
the disclosure requirements of paragr aphs 19 through 22 of SFAS No. 115 and
paragraph 20 of APB Opinion No. 18, as a pplicable.  Furthermore, to the extent
that your investments are measured at fair value, please expand your footnote
regarding fair value measurements (e.g., No te 11 to your financial statements for
the period ended December 31, 2008) to provide the disclosures outlined in
paragraphs 32 through 35 of SFAS No. 157.
2. We note that your consolidated stat ement of financial condition and your
consolidated statements of changes in common shareholders’ equity do not give
retroactive effect to the change in the number of issued and outstanding common
shares resulting from your company’s May 28, 2008 two-for-one stock split.  In this regard, please revise the disclo sure on the face of the aforementioned
financial statements to refl ect your stock split.  Alte rnatively, tell us why you do
not believe that such revisions are necessa ry.  Refer to SAB Topic 4:C for further
guidance.
 Notes to the Consolidated Financial Statements

 Note 1. Nature of Operations and Si gnificant Accounting Policies, page 59

3. We note from the “Business” section of your Form 10-K that revenue from
Mexico business was approximately 9%  of your company’s total reported
operating revenue for both fiscal year 2008 and fiscal year 2007.  We also note
that your company’s rail lines connect w ith Canada’s rail sy stems.  Given the
aforementioned observations, please expa nd your discussion of “Operations and
Segmentation” in Note 1 to disclose the amount of revenue from external
customers that is attributable to fore ign countries, as well as your basis for
attributing revenues from ex ternal customers to indivi dual countries.  Refer to
paragraph 38(a) of SFAS No. 131 for further guidance.
 Note 9. Properties

 Property and Depreciation, page 76

4. We note from your disclosures that the STB reviews and approves certain of your
information and that this impacts your fina ncial results and certa in aspects of your
accounting.  For example, we note that  the STB reviews and approves your
depreciation rate studies, among many ot her items.  In this regard, please
supplementally describe for us the nature  and purpose of STB’s various reviews,
including the types of information they review, the specific purpose of each review, and how and why the reviews impact  your financial results and aspects of
your accounting.  Please be detailed in your response.

Union Pacific Corporation
July 29, 2009
Page 3

5. You state that the cost (net of salvage)  of depreciable rail property retired or
replaced in the ordinary course of busin ess is charged to accumulated depreciation
and no gain or loss is recognized.  Pleas e supplementally clarify for us whether
the cost to which you refer is gross or net of depreciation.  If  net of depreciation,
please tell us how you track and identif y the carrying values (i.e., costs less
accumulated depreciation) of individu al rail assets upon retirement or
replacement, given that (i) their capita lized costs are depreciated using a group
method of depreciation and (ii) labor, overhead, and indirect costs related to
construction and replacement projects comprise a significant portion of those
capitalized costs.  In addition, please clar ify for us whether losses related to the
remaining carrying values of retired or replaced rail assets are reported in your income statements.  If so, please tell us the amounts for each of the last three fiscal years and the line item that in cludes such amounts.  Please consider
providing an example of the journal entrie s typically recorded in connection with
the retirement or replacement of rail assets as part of your response.
6. You state that you use a “un it of production convention” to depreciate rail in high-
density traffic corridors.  Please supp lementally tell us how this method of
depreciation differs from the group method of depreciation and how you determine whether the use of such method is appropriate.  Please be detailed in
your response.
7. You disclose that normal repairs and maintenance are expensed as incurred, while costs incurred that extend the useful life of an asset, improve the safety of your
operations, or improve operating efficiency  are capitalized.  Please tell us how
you define an extension of life or an  improvement of safety or operating
efficiency and how you determine that expenditures extend useful lives or
improve safety or operating efficiency.
 Form 10-Q:  For the quarter ly period ended March 31, 2009

 Item 1. Condensed Consolidated Financial Statements

 Notes to the Condensed Conso lidated Financial Statements

 Note 10. Properties, page 14

8. We note that the composite depreciation rate  used to depreciate costs capitalized
as “Rail and other track material” was re duced from 4.2% for fiscal year 2008 to
3.6% for fiscal year 2009.  We note further that this change in depreciation rate
effectively extended the depreciable life of ra il and other track material assets
from approximately 24 years to approximately 28 years, as of January 1, 2009.  Per your MD&A disclosure on page 26 of  your filing, the reduction in your
composite depreciation rate resulted fr om longer asset lives and reduced track
usage (based on lower gross ton-miles).  In this regard, we note from the

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July 29, 2009
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discussion of your “Critical Accounti ng Policies” regarding “Property and
depreciation” in your Form 10-K that  you perform and submit depreciation
studies related to “road prope rty” to the STB at least every six years.  However,
based upon our review of the MD&A section of your most recent filings on Form
10-K, we also note that the gross ton-m iles or the revenue ton-miles related to
your company’s operations have not declined materially between fiscal year 2003 and fiscal year 2008.  Furthermore, we note from the MD&A disclosure in your
Form 10-K for fiscal year 2008 that y our company’s cash capital expenditures
related to track assets increased during both fiscal year 2007 and fiscal year 2008.
As such, please explain to us how you have determined that the assets reported in
the rail and other track material asset group have incurred reduced usage and
demonstrated longer depreciable lives.
 Form 8-K furnished April 23, 2009

9. Please revise your future filings on Form 8-K to show the computation of the non-GAAP measure “Adjusted Debt to Capital.”

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   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Union Pacific Corporation
July 29, 2009 Page 5

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
  You may contact Jeffrey Sears at 202-551-3302 with any questions.  You may also contact me at 202-551-3380.
Sincerely,

Lyn Shenk Branch Chief