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        October 30, 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 Septembe r 29, 2009 correspondence and have the
following comments.  We ask you to revise futu re 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 detaile d as necessary in your explanation.  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.

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 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Liquidity and Capital Resources

 Investing Activities, page 38

1. Refer to your response to our prior comment  number 4.  You state that the table
on page 38 of your Form 10-K for the fi scal year ended December 31, 2008 is
designed to show how you ma nage your capital programs.  However, we believe
that your table would be more meaningful to the readers of your financial statements if it was supplemented by a dditional tabular disc losure and/or a
narrative discussion of (i) the number of track miles of rail replaced, (ii) the

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number of crossties replaced, (iii) the number of new tr ack miles of rail installed,
(iv) the number of new cro ssties installed, (v) the number of track miles of rail
resurfaced, and (vi) any additional informa tion that would allow readers to further
analyze the factors contributing to the fluc tuations in your capital expenditures.
In this regard, also consid er expanding the tabular disc losure currently presented
on page 38 to separately quantify your capital expenditures related to the
replacement of rail, the replacement of tie s, resurfacing activities, and any other
significant activities related to the re placement or renewal of your existing
depreciable road assets and/or infras tructure.  Please provide your proposed
expanded disclosure as part of your response.

Critical Accounting Policies
 Property and Depreciation, page 49

2. Please refer to your response to our pr ior comment number 3.  We note that you
do not recognize a gain or loss upon the normal retirement (or replacement) of
depreciable rail property accounted for pursuant to the group method of
depreciation, as you assume that, on average,  such assets are fu lly depreciated at
the time that they are retired.  Howeve r, we note that your response does not (i)
explain how you distinguish between normal and abnormal retirements of your depreciable rail assets or (ii) discuss your accounting treatment for abnormal retirements.  In this regard, while it a ppears reasonable for you to characterize the
replacements of depreciable rail assets  that have reached or exceeded their
expected service lives as normal retiremen ts, it is not clear from your response or
your disclosure how you determine the appropriate characterization for replacements of depreciable rail assets that  occur prior to the end of such assets’
expected service lives.  More specifi cally, it appears that circumstances could
exist for which it would be appropriate to evaluate whether the replacement of
depreciable rail assets prior to the end of their expected service lives reflects or
suggests an abnormal retirement.  Gi ven that it is inherent under group
depreciation that a significan t portion of your depreciable rail assets will not reach
their expected service lives prior to reti rement (e.g., per your response, 45 percent
of the depreciable rail assets that you retired in fiscal year 2008 did not reach their
expected service lives), we believe that it is importan t for you to disclose how you
evaluate whether premature asset replacem ents should be characterized as normal
or abnormal retirements.  Furthermore, we believe that your accounting policy regarding property and depreciation shoul d specifically address the accounting
treatment applied to abnormal retirements.  Please expand the disclosure in the “Critical Accounting Policies” section of MD&A and the footnotes to your
financial statements, as appropriate.  In addition, please provide your proposed
expanded disclosure as part of your response.
3. Per your response to our prior comment number 3, you assume that, on average, your company’s rail property is fully depreciated upon normal retirement.  We

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note that the validity of your assumpti on depends upon the accuracy of (i) your
estimated service lives for each of your ra il categories (i.e., measured in millions
of ton-miles per mile) and (ii) your composite depreciation rates for your
company’s other depreciable rail property  – both of which are determined based
upon your depreciation studies.  Given (a) the complexity of your depreciation
studies, (b) the significant estimates, significant assumptions, and degree of judgment required to perform your deprecia tion studies, and (c) the impact of the
results of your depreciation studies on your estimated asset lives and reported
operating performance, we believe that your disclosure regarding “property and
depreciation” in the “Critic al Accounting Policies” s ection of MD&A should be
expanded to include a detaile d discussion of the material uncertainties associated
with your depreciation studies.  In this regard, please expand your disclosure to
discuss information including, but not limited to, the following:

• the manner in which your deprec iation studies are performed;
• factors that could cause vari ability in the resu lts of your depreciation studies or
the estimated asset service lives deri ved from your depreciation studies;
• the nature of any material assumptions or estimates either included in your depreciation studies or requi red to derive the estimated asset service lives from
your depreciation studies;
• the sources of the information incor porated into your de preciation studies,
including the underlying ba sis for any material assu mptions and/or estimates;
• the reasons why the estimates and assumptions incorporated in your
depreciation studies, as we ll as the estimated depreciable lives derived from
your depreciation studies, are subject to change;
• the accuracy of your estimates of the servic e lives of your depreciable rail assets
in the past – including a discussion and/or quantifica tion of specific adjustments
that you have made to your composite rates or estimated depreciable lives, the factors that you believe c ontributed in such adjustments, and the expected
impact of current adjustments on your  reported depreciati on expense; and
• whether the estimated service lives applied to your depreciable rail assets are reasonably likely to change in the fu ture, including a discussion of any known
factors that are expect ed to impact your estimates or the underlying
assumptions.

For further guidance, please refer to Section V of our interpretive release
“Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations,” which is available on our website at http://www.sec.gov/rules/interp/33-8350.htm
.  Please provide your proposed
expanded disclosure as part of your response.
4. We have reviewed your response to our prior comment number 4, as well as the
proposed disclosure provided as part of your response to our prior comment
number 5.  However, we do not believe that your proposed disclosure fully

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October 30, 2009
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explains the significance of the assumpti ons and degree of unc ertainty underlying
your estimates of the historical installati on costs of your replaced road assets.
Based upon your response to our prior co mment number 4, we note that it is
impractical for you to track the original in stallation costs of the individual assets
that comprise the asset groups that you use for depreciation purposes.  As such, it
appears that upon the retirement of ro ad assets, you estimate those assets’
historical installation costs using information such as (i) the current replacement
cost, (ii) the average age at which your assets are retired based upon your
depreciation studies, and (iii ) the Bureau of Labor Statis tics’ inflation indices for
the most significant asset components (e.g., steel and labor indices are used for
rail).  Given the nature of the assump tions and degree of judgment required to
estimate the historical installation cost of road assets that are replaced, as well as
the significance of your rail replaceme nt activities, we believe that the
uncertainties related to your estimate s should be discusse d in the “Critical
Accounting Policies” section of your MD&A in significan tly greater detail.  In
this regard, please expand your MD&A disclosure to provide a detailed discussion
of the assumptions and variability attributab le to your historical  cost estimates.
Please provide your proposed expanded di sclosure as part of your response.
 Item 8. Financial Statements and Supplementary Data

 Notes to the Consolidated Financial Statements

Note 9. Properties

Property and Depreciation, page 76
5. For each of your last three fiscal years,  please tell us the amount of costs
capitalized for the replacement of de preciable rail property that was not
contemplated in your original capital program for the respective fiscal year.
6. We have reviewed your response to our prior comment number 5, as well as your
proposed revisions to your footnote disclosure.  However, we believe that your proposed disclosure should be expanded  further to disclose the approximate
percentage of your rail (i.e., based upon gro ss capitalized costs) that is located in
high-density corridors, and therefore, depreciated pursuant to the unit of
production method.  In addition, we believe  that you should further clarify for
readers that the expected service life of  your rail located in high-density corridors
differs depending upon the category of rail, which is determined based upon rail
weight, rail condition (e.g., new or se condhand), and rail characteristics (e.g.,
tangent or curve).  Finally, if the expected  service lives of your nine categories of
rail located in high-densit y corridor differ significan tly from one another, we
believe that it may be meaningful to disclo se the related range of expected service
lives or composite depreciation rates, in addition to your current disclosure of the
weighted-average composite rate for all rail.  Please provide your proposed

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October 30, 2009
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expanded disclosure as part of your response.
7. Refer to your response to our prior comme nt number 7.  In your response, you
quote the Accounting Research Manager’s guidance, which states that “costs
should be capitalized when they appreci ably extend the life … of the property,
and should be expensed when they do not.”  In addition, you define an extension
of life as an expenditure that results in  future economic benefits by enabling the
use of an asset beyond its current estimated useful life.  Based upon your definition of an extension of life, as  well as your accounting policy, we do not
concur with your conclusion that the costs attributable to rail grinding qualify for
capitalization.  We not e from your response that you ha ve capitalized rail grinding
costs because you believe that the grindi ng is a replacement al ternative, rather
than the maintenance of depreciable rail  assets.  However, we note that rail
grinding does not enable you to use your existing rail beyond its current estimated
useful life, which would be the period over which you depreciate your rail.  More
specifically, you state in your response that  rail grinding has been factored into
the estimated service lives of your rail.   As such, grinding appears to be a
maintenance activity that is required for your rates of depreciation to be accurate.
Therefore, the capitalization of rail gri nding costs does not app ear to comply with
the criteria established by your own account ing policy.  Furthermore, pursuant to
footnote 10 to SFAS No. 142, f actoring grinding into the estimated life of your
rail would only appear appr opriate if grinding were deemed to be a maintenance
activity (i.e., not a capitalizable enhancement).

In addition, you state that you capitalize costs attributable to rail grinding because you believe that the grinding allows you to  operate at higher speeds and maintain
a more fluid system, which increases your capacity.  In this regard, you have cited
improvements in rail profile, rail surface, a nd rail shape as examples of the direct
benefits obtained from grinding.  However,  it appears that th e benefits which you
believe are achieved through ra il grinding merely reflect the return of rail to its
original condition, as opposed to enhan cements above the original capacity,
safety, or functionality of your rail.  We believe the accounting literature related
to costs that extend the life, increase the capacity, or improve the safety or
efficiency of property requi res the condition of the prope rty to be improved after
the costs are incurred as compared w ith the condition of that property when
originally constructed or ac quired.  In this regard, refe r to paragraph 1 of EITF
90-8.  Also, refer to example 2 of Exhibit 90-8A to EITF 90-8, as the
circumstances described in the example a ppear to be analogous to rail grinding.
Based upon the information and accounting l iterature cited ab ove, rail grinding
appears to be a normal repair and maintenance activity.

Furthermore, it appears that the capitaliza tion of rail grinding costs could result in
the overstatement of depreciab le rail assets on your balan ce sheet.  In this regard,
we note that you grind certain of your rail  lines multiple times within an annual

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period.  However, the costs attributable to grinding are grouped with rail for
depreciation purposes.  As such, it app ears that grinding costs are depreciated
over a period of time that extends well be yond the period of asso ciated benefits.
In addition, based upon your response to our prior comment number 4, it does not
appear that your accumulated grinding costs are contemplated in your estimates of
the historical rail installa tion costs that should be ch arged to fixed assets and
accumulated depreciation upon rail retirement.  Therefore, it is unclear to us when
and how grinding costs are appropriately retired.

Based upon the observations noted above, we believe that you should expense
costs attributable to rail grinding as normal maintenance as incurred.  We also
believe that you should re-evaluate whethe r the costs associated with all other
activities that are required to maintain the condi tion of your depreciable road
assets through the end of their expected  lives qualify for capitalization.
8. Refer to your response to our prior comment  number 7.  We note that track lining
projects involve the addition of ballast to existing track structure to comply with
Federal Railroad Administ ration track standards.  We note further that you
capitalize the costs attributable to trac k lining as you believe that the replacement
of deteriorated, buried, and shifted ballast reflects both the installment of a new
asset and the retirement of an old asset.  In this regard, please clarify for us
whether the historical cost of  ballast that is replaced as part of your track lining
projects is removed from