SecProbe.io

April 2, 2012
 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 Year Ended December 31, 2011             Filed on February 3, 2012             File No. 001-06075
Dear Mr. Knight:
 We have reviewed your filing and have the following 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 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 the information you provide in response to these comments, we may
have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2011

 Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Cash Flows, page 54

 1. Reference is made to the caption Other operating activities, net where it appears that
both increasing and decreasing adjustments to operating cash flows have been netted.
Please note that the net amount is still signi ficant, as it represen ted in excess of 10%
of cash provided by operating activities in two of the last three fiscal years.  In
accordance with ASC Topic 230-10-45-29, th e operating cash flows reconciliation
should separately report all ma jor classes of reconciling it ems.  Please consider this
guidance and separately disa ggregate individually signifi cant reconciling items.  We
also note that your stock-based compensation ex pense (note 4) is not separately listed
as a reconciling item.  Please revise accordingly.

Robert M. Knight, Jr.
Union Pacific Corporation April 2, 2012 Page 2

Note 14 – Debt, page 77

 2. In the Debt Exchange section, we note th at you had material ex changes of old debt
(existing notes) for new debt (new notes) wi th cash consideration paid in each of the
exchanges during the last two fiscal years.  In both of the exchange transactions, we
note there was no gain or loss on the excha nge with the existing unamortized discount
and issue costs from the existing notes be ing amortized over the term of the new
notes.  It appears that you did not account for the exchanges as a debt extinguishment.
In this regard, we assume that the exch anges were accomplished without substantially
different terms, as the present value of cash flows from the new notes and the cash
consideration paid being le ss than 10% different from the present value of the
remaining cash flows under the terms of the existing notes exchanged in the
transactions.  Please refer to the guidance in ASC Topic 470-50-40-9 and 10.
 Please confirm our assumption or advise us otherwise.  In add ition, please revise your
notes to specifically discuss the accounti ng treatment for these transactions based on
the appropriate accounting liter ature relied upon by management.
 Note 17 – Commitments and Contingencies, page 81

3. In the 2nd paragraph under Personal Injury, you disclose that the personal injury
liability has been discou nted to present value using applicable U.S. Treasury rates.
As a contingent liability is discounted only if the amount and timing of cash payments
are fixed or reliably determinable, this acc ounting treatment appears inconsistent with
your disclosure of the uncertainty su rrounding the ultimate outcome of personal
injury claims.  Please advise and clarif y your accounting treatment and revise the
disclosures, as applicable.  Please also conform the disclosures in the critical
accounting policies sect ion (page 43).

Please note that if a liability  is recognized on a discounted basis, the notes should also
include the following disclosures:

 Expected aggregate undiscounted amount;
 Expected payments for each of the fi ve succeeding year, and the aggregate
amount thereafter;
 A reconciliation of the expected aggregate undiscounted amount to amounts
recognized in the statement of financial position; and
 An explanation of material changes in  the expected aggregate amount since
the prior balance sheet date, other than  those resulting from pay-down of the
obligation.

Please refer to the guidance in ASC T opic 450-20-S99-1 and re vise accordingly.

Robert M. Knight, Jr.
Union Pacific Corporation April 2, 2012 Page 3

             We urge all persons who ar e 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 Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
       In responding to our comments, pleas e 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 a ny action with respect to the filing;
and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
 You may contact Aamira Chaudhry at  202-551-3389 or Joseph 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,
   /s/ Lyn Shenk    Lyn Shenk
Branch Chief