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Correspondence

 May 19, 2008

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Union Pacific Corporation

 Form 10-K for the Year Ended December 31, 2007

 File No. 001-06075

 Dear Mr. Fay:

 Union Pacific Corporation (the Company) respectfully submits the following information and comments in response to your comment letter dated
April 28, 2008, regarding the Company’s letter dated April 1, 2008.

 As previously disclosed in the Critical Accounting
Policies in our 2007 Annual Report on Form 10-K, our operations are highly capital intensive. Properties are carried at cost, and we follow the group method of depreciation. In addition to Securities and Exchange Commission (SEC) accounting and
reporting requirements, we are also regulated by the Surface Transportation Board (STB) of the U.S. Department of Transportation. The STB provides additional guidance on railroad property accounting. The STB requires us to utilize the group
depreciation method for depreciating the cost of properties, which is in conformity with accounting principles generally accepted in the United States (GAAP). We capitalize assets using unit of property definitions that are prescribed by the STB,
with the exception of track assets. The STB approves units of property for track assets for each individual railroad. We believe the STB units of property are in accordance with GAAP.

 Our large base of homogeneous, network-type assets turns over on a continuous basis. The group method of depreciation treats each asset class as a pool
of resources, not as singular items. Under group depreciation, all items with similar physical characteristics, use, and expected life are grouped together in a single asset class. Gains or losses on the retirement of individual assets are not
recognized, but are added or subtracted to the accumulated depreciation, which is kept for all the assets in the particular group. Furthermore, the group method of depreciation assumes assets are fully depreciated at the time they are retired or
replaced.

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 U.S. Securities and Exchange Commission

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 We compute depreciation principally on the straight-line method based on estimated service lives of
depreciable property. We calculate service lives using Company-specific retirement data. Under group depreciation, not all of the individual assets in the group are retired at the same time. Instead, only a portion of the original group may be
retired during any year of service. If the portion of the original group that survives is traced until the last asset of the group is retired, a pattern emerges in the shape of a curve called a survivor curve. Since a survivor curve represents
actual lives of all the assets in the group, an average service life of the group can be readily calculated.

 We perform and submit
depreciation rate studies to the STB at least every three years for equipment and every six years for road property (i.e., rail and other track material, ties, and ballast). These rate studies, as reviewed and approved by the STB, determine the
adequacy of our depreciation expense and accumulated depreciation. These studies are used to develop our approved group depreciation rates by asset class. A separate composite annual percentage rate is developed for each depreciable property group,
based on the results of our internal depreciation studies. Depreciating fixed assets distributes the costs of fixed assets to the periods during which the related assets are expected to provide benefits, which is consistent with GAAP.

 In determining our accounting policy for fixed assets, we considered FASB Concept Statement 6, Elements of Financial Statements, which provides
the following definition of an asset:

 Assets are probable future economic benefits obtained or controlled by a particular entity as a
result of past transactions or events.

 Concept Statement 6 also provides three essential characteristics of an asset:

•

 It embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to combine directly or indirectly to future net cash in
flows.

•

 A particular entity can obtain the benefit and control others’ access to it.

•

 The transaction or other event giving rise to the entity’s right to or control of the benefit has already occurred.

 When we purchase an asset, we capitalize all costs necessary to make the asset ready for its intended use. However, many of our assets are
self-constructed. A large portion of our capital expenditures is for track structure expansion (capacity projects) and replacement (program projects), which is typically performed by our employees. With our capital intensive nature, certain overhead
functions support the capital work. These costs are allocated using appropriate statistical bases, which are consistent with GAAP.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

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 Costs that are directly attributable or overhead costs that relate directly to capital projects are
capitalized. The STB also provides guidance on the capitalization of indirect costs related to self-constructed assets. General and administrative expenditures are expensed as incurred, as they do not provide future benefit. Normal repairs and
maintenance are also expensed as incurred, while costs incurred that extend the life, improve the safety of our operations or improve operating efficiency are capitalized. If an expenditure extends the life of our rail network, improves safety or
operating efficiency, then our ability to generate cash flow is directly affected and the expenditure qualifies as an asset under Concept Statement 6 mentioned above.

 We believe that our current practices, as followed by the rail industry, conform to GAAP.

 We have addressed each comment below. For the convenience of the Commission Staff, we reproduce the text of each numbered paragraph in the comment letter
dated April 28, 2008, and follow with our responses.

 Prior Comment Five

1.
Please briefly describe for us your track maintenance program and quantify for us the amount of repairs and maintenance that were expensed as incurred for the prior two fiscal
years. In addition, quantify for us the amount of internal payroll and payroll related costs that were capitalized as part of property for each of the prior two fiscal years.

 Response:

 Routine track maintenance, which is
recorded as operating expense, includes but is not limited to: (1) spot tie replacement; (2) broken rail replacement; (3) replacement of less than 1,320 linear feet of rail; (4) track inspection; (5) detection of rail
defects and minor corrections; (6) centralized Engineering support for detection of track defects; and (7) other general maintenance of track structure. Routine track maintenance is expensed as incurred because it does not extend the
useful life or meet our unit of property definitions. Operating expenses associated with routine track maintenance totaled $376 million and $345 million for the years ended December 31, 2007 and 2006, respectively.

 The amount of internal payroll and payroll-related costs that were capitalized as part of property totaled $564 million and $537 million for the years
ended December 31, 2007 and 2006, respectively.

2.
 We note that you capitalize internal payroll costs when the costs are associated with a “qualifying capital project.” Please tell us whether personnel
whose payroll costs you capitalize are associated with both qualifying and non-qualifying capital projects. If

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

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personnel are associated with both types of capital projects, explain to us how you allocate the underlying cost to the two types of capital projects. With
regard to personnel who are associated solely with qualifying capital projects, explain to us how you allocate the underlying cost between qualifying capital projects and general administrative costs.

 Response:

 We do not have
“non-qualifying” capital projects. Projects either qualify for capitalization as previously discussed, or are charged to operating expense when incurred. If a project qualifies for capitalization, the portion of payroll costs (i.e.,
compensation and benefits) directly associated with the project is capitalized.

 We capitalize payroll costs for personnel directly
associated with capital projects based primarily upon daily time reporting. The labor and associated benefits portion of time directly associated with capital projects is capitalized while the remainder is expensed. The payroll costs of project
supervisors are allocated between capital and operating expense based on daily time reporting of their subordinates, which is an appropriate statistical basis consistent with GAAP. General and administrative costs are expensed as incurred.

3.
Please describe for us the indirect payroll costs that you capitalize in connection with a “qualifying capital project” and explain to us how you determined that it is
appropriate to capitalize these costs. As part of your response, identify any authoritative accounting literature that you considered. Please tell us what, if any, consideration you have given, by analogy, to paragraph 41 of SOP 93-7 and paragraph
31 of SOP 98-1. We note that both of these paragraphs include guidance that is specifically designed toward the capitalization of internal payroll and payroll related costs and that both utilize the following three prong test to determine whether it
is appropriate to capitalize payroll and payroll-related costs:

a.
an employee must be directly associated with a project;

b.
an employee must devote time to a project; and

c.
the time must be spent directly on the project.

 In
addition, both paragraph 41 of SOP 93-7 and paragraph 31 of SOP 98-1 also prohibit the capitalization of general and administrative and overhead costs.

 Response:

 By analogy, we follow the guidance on capitalization of payroll and payroll-related costs provided in SOP
98-1 and SOP 93-7. We capitalize payroll-related costs for personnel who are directly involved in, devote time to, and spend time directly on capital projects. These payroll-

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 U.S. Securities and Exchange Commission

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related costs include health and welfare costs (e.g., medical, dental, vision, and life insurance), railroad retirement taxes, vacation and holiday pay, and
sick pay. In addition, we capitalize approximately $10 million annually of payroll costs for employees who provide materials management, crew dispatching, timekeeping, and other services as part of our capital programs. Payroll costs incurred by
these employees are allocated to capital projects because these employees devote time directly to the capital projects. These allocated costs are incurred solely because of the capital projects. If there were no capital projects, we would reduce the
number of employees as well as the corresponding expenditures.

 Paragraph 80 of SOP 98-1 suggests that all overhead costs should be
expensed for software because costs of accumulating and assigning overhead to software projects would generally exceed the benefits derived from a “full costing” accounting approach. However, SOP 98-1 recognizes that the costs of
“some activities, such as allocated overhead, may be part of the overall cost of the assets.” In addition, Accounting Research Manager states that, “Full overhead costs (direct and indirect) should be capitalized when construction is
a continuous activity.” We self-construct over $1 billion of assets each year. We believe it is appropriate to capitalize indirect costs given the significance of our self-constructed assets, the ongoing nature of our capital programs, and the
clear relationship between the overhead costs and capital projects.

 Indirect costs that we allocate to capital projects include items such
as leased vehicles, diesel fuel consumed to transport material to project sites, costs of roadway equipment used on track replacement projects, etc. We allocate these types of costs between capital projects and operating expenses based on
appropriate statistical bases. Paragraph 7 of FAS 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, states that:

 Project costs clearly associated with the acquisition, development, and construction of a real estate project shall be capitalized as a cost of that project. Indirect project costs that relate to several projects
shall be capitalized and allocated to the projects to which the projects relate. Indirect costs that do not clearly relate to projects under development or construction, including general and administrative expenses, shall be charged to expense as
incurred.

 By way of analogy, the indirect costs that we have allocated to capital projects follow the guidance in FAS 67 Paragraph 7
because the costs relate to several projects and are allocated based on percentage of usage on capital projects. In addition, STB rules on capitalization of self-constructed assets require us to capitalize these indirect costs, which also conform to
GAAP. Furthermore, we expense general and administrative expenses as incurred.

4.
 Please explain to us the circumstances when you might (i) replace rail alone without the replacement of ties, (ii) replace ties alone without the
replacement of rail, (iii) replace both the rail and ties together, and (iv) replace solely a single rail of a track. As part of

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 U.S. Securities and Exchange Commission

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your response, (i) describe for us and discuss the frequency that these circumstances occur and (ii) highlight and discuss the circumstances in
which the replacements are scheduled ahead of time. (For example, the replacement of a specific rail or tie is scheduled at the beginning of a particular year due to the item’s age.)

 Response:

 The circumstances under which we
replace rail and ties depend upon whether the replacement is performed during routine track maintenance (charged to operating expense when incurred) or as part of a rail or tie replacement program (capital project). During routine track maintenance,
as defined in response to Comment 1, we may replace rail alone without the replacement of ties, replace ties alone without the replacement of rail, replace both rail and ties together, or replace a single rail of track. In all of these instances,
the scope of the maintenance work is limited (e.g., replacement of broken rail, which generally involves replacing 39-foot sections of rail, or replacement of a small number of bad ties).

 Our rail or tie replacement capital programs involve only rail or only ties, except for concrete tie programs in which both rail and ties are replaced.
Capital rail replacement is performed on the basis of established criteria that include (1) defects per mile and rail condition as measured by electronic detection equipment and (2) accumulated tonnage (rail has a life based on millions of
gross tons transported over the rail). Replacement of rail in curves can include replacement of either the high or low side of the rail in the curve or both. Curve rail replacement is also based on defect ratios and rail condition data. When rail or
ties are replaced as part of a capital program the old rail and ties are retired. These retirements are factored into average services lives used to calculate group depreciation rates.

 Rail replacement projects are prioritized and scheduled based on (1) defects per mile and rail condition, (2) route criticality to railroad
operations, and (3) climate and time of year. The schedule for the coming year is normally developed in the fall; however, the schedule may be altered if (1) defects become more severe, (2