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        August 31, 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

Dear Mr. Knight:

We have reviewed your August 10, 2009 correspondence 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 nece ssary in your explanation.  We also ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
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 have reviewed your response to our prior comment number 2.  However, we
continue to believe that your May 2 8, 2008 two-for-one stock split should be
given retroactive effect in all periods presented in your consolidated statement of
financial condition and consolidated statements of changes in common
shareholders’ equity, in order to provide  consistency with the number of common
shares used to compute your earnings per share and provide comparability
amongst the periods presented in the afor ementioned financial statements.  Please
revise the consolidated statement of  financial condition and consolidated

Union Pacific Corporation
August 31, 2009
Page 2

statements of changes in common sharehol ders’ equity includ ed in your future
filings, as applicable.

Notes to the Consolidated Financial Statements

Note 9. Properties

Property and Depreciation, page 76
2. Per your response to our prior comment number 4, the STB provides guidance
and oversight regarding property accoun ting for purposes of reporting in your
Annual Reports on Form R-1.  You state fu rther that such guidance is provided
within the context of the STB’s authority to regulate aspects of your business.
However, it remains unclear to us why the STB reviews the information that you
submit – for example, your Annual Re ports on Form R-1, your depreciation
studies, your units of property, and your proposed depreciation rates.  Furthermore, it remains unclear to us how and why the STB’s guidance, oversight, and reviews impact both your fi nancial results an d aspects of your
accounting under U.S. GAAP.  In this regard, please describe for us (i) the nature of the STB’s regulatory authority – incl uding the specific aspects of your business
that the STB regulates, (ii) the specific  purposes of the STB’s various reviews –
including how the reviews relate to the agency’s regulatory authority, and (iii)
how and why the STB’s reviews impact  aspects of your accounting under U.S.
GAAP.  Please be detailed in your response.
3. Refer to your response to our prior comme nt number 5.  We note that upon the
replacement or retirement of depreciable  rail assets accounted for using the group
method of depreciation, you credit your fi xed asset account for the gross cost of
assets being retired or replaced and record an offsetting debit to accumulated depreciation.  As such, gains or losses on depreciable rail assets are not reported
in your consolidated statements of income.  In this regard, please tell us what percentage of your depreciable rail assets reach or exceed their expected depreciable lives prior to being retired or replaced.  As part of your response,
specifically tell us (i) if and how you are able to determine th e length of time that
your depreciable rail assets have been in se rvice prior to their replacement and (ii)
the carrying value of assets retired or replaced prior to  the end of their expected
useful lives for each of the last three fiscal years.
4. In addition, given that your depreciabl e rail property is grouped for accounting
purposes, it remains unclear to us how you determine the gross cost that should be
credited against your fixed asset acc ount and debited against accumulated
depreciation upon the retirement or replacement of such property.  Furthermore, it is unclear to us why track capital expenditures of approximately $1.7 billion in fiscal year 2008 (as disclosed on page 38 of MD&A) would result in an increase
of approximately $1.5 billion in the aggreg ate gross carrying value of your track

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August 31, 2009
Page 3

assets (i.e., your rail an d other track material, ti es, and ballast), if the gross
carrying value of track assets that were  replaced was credited against your fixed
asset account and debited against your accu mulated depreciation account.  In this
regard, please tell us how you track or es timate the amount that should be written-
off from your gross fixed asset acco unt and your accumulated depreciation
account upon the replacement or retiremen t of depreciable rail property.  In
addition, tell us the amount written off fr om those accounts during each of the last
three fiscal years due to the replacement of depreciable rail pr operty.  In order to
facilitate a better understanding of both your  disclosure and your response, please
provide us with a schedule that reco nciles between the beginning and ending
gross carrying values of your track assets fo r each of the last three fiscal years.
5. Per your response to our prior comment number 6, you use the unit of production
method to depreciate rail in  high-density traffic corrido rs, as it has been your
experience that the life of rail in such corridors is closel y correlated to usage.  In
addition, we note from your response to our  prior comment number 8 that rail and
other track material in high-density tra ffic corridors accounts  for approximately
$8 billion, or 70%, of the $11.4 billion tota l gross book value attributable to your
rail and other track material assets.  Under the unit of production depreciation
method, it appears that the annual deprecia tion expensed for rail located in high-
density traffic corridors is based upon the ratio of calculated gross-ton miles
carried over the rail to the estimated service life of the rail (measured in millions
of gross tons per mile).  However, in Note  9 to your financial statements for fiscal
year ended December 31, 2008, you have disclosed an average composite
depreciation rate for rail  and other track material and only provided limited
disclosure related to your use of the unit of production method of depreciation.
Given the significance of the gross capitaliz ed costs associated with rail and other
track material located in hi gh-density traffic corridors, as compared to the gross
capitalized costs attributable to the re mainder of your track, please expand your
disclosure in both Footnote  9 to your financial stat ements and the “Critical
Accounting Policies” secti on of your MD&A to discu ss your application of the
unit of production method of depreciation in  substantially greater detail.  Please
provide us with a copy of your inte nded revised disclosure.
6. Please tell us whether non-rail road asse ts (e.g., ties and ballas t) located in high-
density traffic corridors require more frequent replacement than non-rail road
assets located elsewhere.  If  so, please tell us how the shorter expected useful life
of such assets has been incorporated  into your depreciation policy and/or
composite depreciation rates.
7. We have reviewed your response to our prior comment number 7.  However, we
do not believe that you have adequately addressed our prior comment.  In this
regard, please specifically and separately tell us how you define an extension of
life, an improvement in safety, and an improvement in operating efficiency for
your depreciable rail assets.  As part of your response,  also specifically discuss

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August 31, 2009
Page 4

how you determine whether the replacement of a “unit of property,” as well as
other activities required for the mainte nance of your depreciable rail property
(e.g., track grinding, track undercutti ng, and track lining), meet the
aforementioned criteria.

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
 10. Properties, page 14

8. Please refer to your response to our prior comment number 8.  Based upon your
response, it appears that the rail in your high-density traffic corridors was divided
among nine categories for purposes of co mpleting your most recent depreciable
rail service life study.  In th is regard, please tell us (i) whether the rail located in
your high-density traffic corri dors is grouped into the sa me nine categories for
purposes of estimating and recognizing annual depreciation expense in your
financial statements and (ii) whether each  rail category has been assigned its own
service life for purposes of applying your  unit of production de preciation method.
If each category of rail has been assigned its own service life and/or composite depreciation rate, please consider disclo sing the range of service lives and/or
composite depreciation rates applied to your depreciable rail assets.
Alternatively, if various rail categories have been aggregated for purposes of
estimating annual depreciation expense, pl ease describe for us in detail (a) the
criteria or basis that you have used to aggregate those rail categories and (b) why
you believe that aggrega tion is appropriate.
9. Refer to your response to our prior comme nt number 8.  You state that based upon
your most recent service life study for ra il property in high-density traffic
corridors, you determined that new
 heavy-weight tangent ra il had a significantly
longer estimated life than in the past.  In  this regard, we note that at December 31,
2008, new heavy-weight tangent rail account ed for approximately 48% of rail
miles and approximately 56% of the total cost of rail in your high-density traffic
corridors. You state further that your most recent service life study also
determined that the estimated service lives  of other types of rail had increased;
although, it is not clear (i) wh ether the increases in the service lives of the other
types of rail were as significant as th at experienced by new heavy-weight tangent
rail or (ii) whether the other types of rail that were determined to have an
increased estimated useful life compri se a significant pe rcentage of your
remaining track miles or capit alized costs.  Given the af orementioned facts, please
clarify for us whether the change in the rail and other track materials composite
depreciation rate disclosed in the quar ter ended March 31, 2009 resulted from the
selection of a longer estimat ed depreciable life for your new heavy-weight tangent

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August 31, 2009 Page 5

rail or for all types of rail.  If the in crease in the estimated service life of your new

heavy-weight tangent rail was applied to  all types of rail,  including old heavy-
weight and non-heavy weight , please explain in detail  why you believe that your
accounting treatment was appropriate.

********

 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