SecProbe.io

November 8, 2010

James J. Theisen, Jr. Associate General Counsel and Assistant Secretary Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179
Re: Union Pacific Corporation
  Registration Statement on Form S-4
Filed October 29, 2010
  File No. 333-170216

Dear Mr. Theisen:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Supplemental Letter

1. We note that you are registering 5.78% Notes due 2040 in reliance on our position
enunciated in Exxon Capital Holdings Cor p., SEC No-Action Letter (April 13, 1988).
See also  Morgan Stanley & Co. Inc., SEC No-Act ion Letter (June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Shearman & Sterling no-action
letters.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

James J. Theisen, Jr. Union Pacific Corporation November 8, 2010 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any
questions.
Sincerely,

Justin Dobbie Special Counsel
cc: Via facsimile: (312) 516-3273  Walter L. Draney, Esq.  Jonathan A. Koff, Esq.  Chapman and Cutler LLP