SecProbe.io

April 1, 2011

Robert M. Knight, Jr. Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, Nebraska  68179

Re: Union Pacific Corporation
 Form 10- K for Fiscal Y ear E nded December 31, 20 10
Filed February 4, 2011
File No. 001 -06075
 Dear M r. Knight :
 We have reviewed your filing  and have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.
 Please r espond to this letter within 10 business days by confirming that you will revise
your document in future filings  and providing any requested information.  If you do not believe
our comments apply to your facts and circumstances , please tell us why in your response.
 After reviewing  any amendment to your f iling and the information you provide in
response to these comments, we may have  additional comments.

Form 10- K for the Fis cal Year Ended December 31, 2010
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
1. We note that other expenses increased during 2010 as a result of a one -time payment of
$45 million relating to a transaction with CSXI.   We also note per a news release on your
website dated February 24, 2010 a program called UMAX that wa s created by CSXI and
Union Pacific as a new domestic interline container service.  Please tell us the nature of
the transaction resulting in the above payment including whether the payment related to the UMAX program and also tell us what impact this prog ram has had on operations
including whether what portion, if material, of the 20% increase in revenue in 2010 resulted from this program.  If this program has had a material impact on operations  or is
reasonably expected to have a material impact on future operations, tell us why it has not been discussed in MD&A.

Robert M. Knight, Jr. Union Pacific Corporation. April 1, 2011 Page 2

Note 11 – Properties, page 73

2. Please expand the last paragraph on page 74 (property and depreciation section) to disclose the amount of repairs and maintenance expense that has been incurred i n each
reporting period.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act r ules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

You may contact Theresa Messinese at 202 -551-3307 or Joe Foti  at 202- 551-3816 if you
have questions regarding comments on the financial statements and related matters .  Please
contact me at 202 -551-3380 with any other questions.

Sincerely,

 Lyn Shenk
Branch Chief