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Correspondence

 August 10, 2009

 Lyn Shenk, Branch Chief

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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

Form 8-K furnished on April 23, 2009

 Dear Mr. Shenk:

 This letter is in response to the comment letter, dated July 29, 2009, addressed to Mr. Robert M. Knight, Jr., Executive Vice President-Finance and Chief Financial Officer of Union Pacific Corporation
(the “Company”), regarding the comments of the Staff of the Securities and Exchange Commission with respect to the above-referenced Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 6, 2009 (the
“Form 10-K”), Quarterly Report on Form 10-Q for the period ended March 31, 2009, filed on April 24, 2009 (the “Form 10-Q”), and Current Report on Form 8-K filed on April 23, 2009 (the “Form 8-K”).

 For the convenience of the Commission Staff, we reproduce the text of each numbered paragraph in the comment letter and follow with our
responses.

 We respectfully submit the following information and comments with respect to each comment contained in the comment letter.

 * * * * *

 Form 10-K for the Fiscal Year
Ended December 31, 2008

 Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Financial Condition, page 56

1.
 We note that your Company’s reported “Investments” balances were $974 million and $923 million as of December 31, 2008 and December 31,
2007, respectively. However, it does not appear that you have discussed your Company’s investments in the footnotes

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 August 10, 2009

Page
 2

to your financial statements. Please tell us and disclose the nature of the investments reported on your balance sheet. In this regard, please refer to the
disclosure requirements of paragraphs 19 through 22 of SFAS No. 115 and paragraph 20 of APB Opinion No. 18, as applicable. Furthermore, to the extent that your investments are measured at fair value, please expand your footnote regarding
fair value measurements (e.g., Note 11 to your financial statements for the period ended December 31, 2008) to provide the disclosures outlined in paragraphs 32 through 35 of SFAS No. 157.

 RESPONSE:

 Our “Investments” balance as of
December 31, 2008 and 2007 is comprised entirely of investments in companies that are accounted for under either the equity method of accounting or the cost method of accounting. We do not have any investments governed by SFAS Statement
No. 115, and we have not elected the fair value option under SFAS Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, for any of our financial assets and financial liabilities. In our judgment,
the balance of our investments is not material in relation to the financial position or results of operations of the Company, and therefore, further disclosure under APB 18 is not required. In addition, we have considered the significant subsidiary
criteria in Regulation S-X, Article 4-08(g) and have concluded that no additional disclosure is required.

 We note your comment and propose
including the following disclosure under our Significant Accounting Policies in future filings on Form 10-K:

 Investments –
Investments represent our investments in affiliated companies (20% to 50% owned) that are accounted for under the equity method of accounting and investments in companies (less than 20% owned) accounted for under the cost method of accounting.

2.
We note that your consolidated statement of financial condition and your consolidated statements of changes in common shareholders’ equity do not give retroactive effect to the
change in the number of issued and outstanding common shares resulting from your company’s May 28, 2008 two-for-one stock split. In this regard, please revise the disclosure on the face of the aforementioned financial statements to reflect
your stock split. Alternatively, tell us why you do not believe that such revisions are necessary. Refer to SAB Topic 4:C for further guidance.

 RESPONSE:

 In Note 2 to the Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31,
2008, we disclosed that we completed a two-for-one stock split, effected in the form of a 100% stock dividend, on May 28, 2008. As part of the disclosure in Note 2, we indicated that all common shares and per share amounts (excluding the
Consolidated Statements of Changes in Common Shareholders’ Equity and the December 31, 2007, Consolidated

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 August 10, 2009

Page
 3

Statement of Financial Position) had been restated to reflect the stock split for all periods presented. A cross-reference was made on the face of our
Statements of Changes in Common Shareholders’ Equity and our Consolidated Statements of Financial Position directing readers to Note 2.

 SAB Topic 4:C specifies that a capital structure change that occurs after the date of the latest reported balance sheet but before the release of the financial statements must be given retroactive effect in the balance sheet. Accounting
Research Manager provides further guidance as to the balance sheet periods for which retroactive treatment of a stock split is required:

 Stock splits (including reverse splits) should be recorded when they are effected and may be retroactively reflected in earlier balance sheets presented. If stock splits are effected after the balance-sheet date but before the
release of the financial statements, they should be reflected retroactively as of the last balance-sheet date and may be reflected in earlier balance sheets presented. [emphasis added]

 Considering this guidance, we believe that the current year balance sheet must retroactively reflect the stock split; however, we believe it is elective
as to how to reflect the stock split in the earlier balance sheet presented. We note that SAB Topic 4:C indicates that the stock split must be given retroactive treatment in the balance sheet; however, it does not specify treatment in the earlier
periods presented.

 In our judgment, our Statements of Changes in Common Shareholders’ Equity accurately reflect and disclose the
impact of the two-for-one stock split and are consistent with our presentation in our Consolidated Statements of Financial Position. As such, we do not believe that a revision of our disclosures in the referenced financial statements would enhance
the understanding of readers as to our financial position, results of operations and cash flows.

 Notes to the Consolidated Financial Statements

 Note 1. Nature of Operations and Significant Accounting Policies, page 59

3.
We note from the “Business” section of your Form 10-K that revenue from Mexico business was approximately 9% of your Company’s total reported operating revenue for
both fiscal year 2008 and fiscal year 2007. We also note that your company’s rail lines connect with Canada’s rail systems. Given the aforementioned observations, please expand your discussion of “Operations and Segmentation” in
Note 1 to disclose the amount of revenue from external customers that is attributable to foreign countries, as well as your basis for attributing revenues from external customers to individual countries. Refer to paragraph 38(a) of SFAS No. 131
for further guidance.

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 August 10, 2009

Page
 4

 RESPONSE:

 As we disclosed in Note 1 to the Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2008, we are a Class 1 railroad that operates in the United States and, as such, we do not provide freight
services in foreign countries. While we may transport products that have origins or destinations outside the United States, our revenues are attributable to operations in the United States. Paragraph 38(a) of SFAS No. 131 requires the
disclosure of revenues from external customers (a) attributed to the customer’s country of domicile and (b) attributed to all foreign countries in total. We have analyzed our billing records and determined that customer addresses
within the United States account for nearly all of our freight revenues. Consequently, we have concluded that reporting revenues associated with customers domiciled outside the United States is not warranted because these revenues are not material.
In addition, we have analyzed our shipment records to determine if shipment originations and destinations outside the United States are known. We have concluded that complete data is not available and it would be impractical to identify the ultimate
origins or destinations of the products we transport. Based on our analyses of shipment origins and destinations, we do not believe there is a meaningful basis for allocating revenues from external customers to geographic regions for the purpose of
providing the readers of our financial statements an understanding of concentrations of risk.

 To address your comment in light of the
foregoing, we propose including the following disclosure under our Significant Accounting Policies in future Form 10-K filings:

 Although
our revenues are principally derived from customers domiciled in the United States, the ultimate points of origination or destination for some products transported are outside the United States.

 We voluntarily disclose information regarding shipments to and from Mexico in Management’s Discussion and Analysis of Financial Condition and
Results of Operations in order to provide readers of our financial statements with a general understanding of the amount of our revenues attributable to shipments to and from Mexico and not with the intent of addressing SFAS 131 requirements. We
included the discussion because one of the unique aspects of our rail network is access to all of the Mexican gateways into the U.S. We are able to identify shipments that are specific to Mexico by analyzing revenues based on specific lanes (i.e.
routes) and distinct interchange points along the Mexican border, which is unique to this traffic. In contrast, we may interchange shipments to and from Canada at various locations within the United States (such as Chicago or Minneapolis), which
also serve domestic traffic. Therefore, it would be impractical to accurately determine revenues associated with shipments that have originations or destinations in Canada.

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 August 10, 2009

Page
 5

 Note 9. Properties

 Property and Depreciation, page 76

4.
We note from your disclosures that the STB reviews and approves certain of your information and that this impacts your financial results and certain aspects of your accounting. For
example, we note that the STB reviews and approves your depreciation rate studies, among many items. In this regard, please supplementally describe for us the nature and purpose of STB’s various reviews, including the types of information they
review, the specific purpose of each review, and how and why the reviews impact your financial results and aspects of your accounting. Please be detailed in your response.

 RESPONSE:

 We use the group depreciation method, which is in conformity with accounting principles
generally accepted in the United States (GAAP). Within the context of its authority to regulate aspects of our business, the STB provides guidance and oversight regarding property accounting for purposes of reporting in Annual Reports on Form R-1
that are submitted to the STB, including requiring the use of the group depreciation method. The STB does not dictate how we perform our depreciation and service life studies and does not establish our depreciation rates. Based on our assessments of
the results of our studies, we determine the estimated service lives and depreciation rates that, in our judgment, should be applied to each asset class. The STB verifies that we use actuarially-based methods to determine estimated service lives;
reviews our studies to ensure that we have appropriately used the group method; and evaluates our conclusions and proposed depreciation rates to ensure they are supported by the studies. More specifically, the STB (i) reviews depreciation
studies and proposed depreciation rates for equipment (every three years) and road property (every six years), (ii) reviews the service life study for rail in high-density traffic corridors, which is submitted every six years, and
(iii) reviews proposed depreciation rates for rail in high-density traffic corridors on an annual basis. (See further discussion in our response to your comment 5 below.)

 In addition, for purposes of reporting in Annual Reports on Form R-1, the STB approves units of property for track assets (e.g., rail, ties, and ballast)
and approves the addition of new asset classes/accounts. In our judgment, the units of property used for STB reporting purposes also comply with the requirements of generally accepted accounting principles.

5.
 You state that the cost (net of salvage) of depreciable rail property retired or replaced in the ordinary course of business is charged to accumulated depreciation
and no gain or loss is recognized. Please supplementally clarify for us whether the cost to which you refer is gross or net of depreciation. If net of depreciation, please tell us how you track and identify the carrying values (i.e., costs less
accumulated depreciation) of individual rail assets upon retirement or replacement, given that (i) their capitalized costs are depreciated using a group method of depreciation and (ii) labor, overhead, and indirect

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 August 10, 2009

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costs related to construction and replacement projects comprise a significant portion of those capitalized costs. In addition, please clarify for us whether
losses related to the remaining carrying values of retired or replaced rail assets are reported in your income statements. If so, please tell us the amounts for each of the last three fiscal years and the line item that includes such amounts. Please
consider providing an example of the journal entries typically recorded in connection with their retirement or replacement of rail assets as part of your response.

 RESPONSE:

 As stated in Note 9 in our Form 10-K for the fiscal year ended December 31, 2008,
“[t]he 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, and are depreciated using composite depreciation rates. The cost (net of salvage) of depreciable rail property retired or replaced in the ordinary course of business is charged to accumulated depreciation and no gain or loss is
recognized.”

 Group depreciation is based on the notion of the statistical average of the lives of the various assets that comprise
the group and ignores every asset’s particular life. Consequently, gains or losses on the retirement of individual assets are not recognized, but are added to, or subtracted from, the accumulated depreciation, which is kept for all of the
assets in each particular group.

 With respect to your question regarding retirement entries for depreciable rail assets, we credit the
fixed asset account for the gross cost of the asset being retired or replaced, and enter an offsetting debit to accumulated depreciation. Gains or losses on depreciable rail assets are not reported in our consolidated statements of income. As
discussed in our response to your question 4 above, we perform depreciation studies and service life studies on a scheduled basis to