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Letter to SEC dated 9/29/2009

 September 29, 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

 Dear Mr. Shenk:

 This letter is in response to the comment letter, dated August 31, 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 Company’s
August 10, 2009 correspondence.

 Overview of Group Depreciation

 Because a number of your comments relate to group depreciation, we include the following background and perspectives on group depreciation.

 Accounting Standards Codification 360-10-35-4 defines depreciation accounting as “a system of accounting which aims to distribute the
cost or other basic value of tangible capital assets, less salvage (if any), over the estimated useful life of the unit (which may be a group of assets) [emphasis added] in a systematic and rational manner. It is a process of allocation, not
valuation.”

 Staff Accounting Bulletin Topic 5: Miscellaneous Accounting, paragraph B, Gain or Loss From Disposition of
Equipment, states that:

 Interpretive Response: Gains and losses resulting from the disposition of revenue
producing equipment should not be treated as adjustments to the provision for depreciation in the year of disposition, but should be shown as a separate item in the statement of income.

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 September 29, 2009

 Page 2

 If such
equipment is depreciated on the basis of group of composite accounts for fleets of like vehicles, gains (or losses) may be charged (or credited) to accumulated depreciation with the result that depreciation is adjusted over a period of years on an
average basis.

 In 2002, the Accounting Standards Executive Committee (AcSEC) of the AICPA noted in a proposed statement of
position, Accounting for Certain Costs and Activities Related to Property, Plant and Equipment [PP&E], that:

 A46. Many respondents to the exposure draft, particularly those in the utility, telecommunications, and railroad industries, expressed concerns that under this SOP they would be required to apply
component accounting to large numbers of homogenous assets for which component accounting was impracticable. Respondents cited such examples as utility poles, railroad cross ties, electric transmission lines, and pipe sections in a pipeline.
Respondents commented that a method known as the mass-asset method of accounting had for many years been applied in practice to large groups of homogeneous assets and that use of the method was supported by regular, periodic statistical and
historical studies. AcSEC considered those comments and, after further consideration of the method and its applications, concluded that the method is consistent with the overarching principles listed in paragraph 14A of this SOP and is an
appropriate methodology for large groups of homogeneous assets provided that certain criteria, as listed in paragraph 56 of this SOP, are met. Moreover, AcSEC believes that component accounting and the mass-asset method of accounting are the only
acceptable methodologies.

 A47. As discussed in paragraph 56A of this SOP, if under the mass-asset method of
accounting an asset is retired normally, its original gross book value, and accumulated depreciation equaling the original gross book value are removed from the PP&E asset accounts. That is, the mass-asset method implicitly assumes that assets
are fully depreciated at the time they are retired. Because, in the application of the method to homogeneous assets, typically some assets are retired well before the expected useful life of an asset in the group, and others are retired long after
the expected useful life, that assumption is considered to be on an “average” basis rather than on an individual asset basis.

 Although the proposed statement of position on PP&E was never finalized, it was due to other aspects of the proposal rather than affirmation that group accounting is an acceptable method under U.S.
GAAP.

 In 1983, the railroad industry switched from betterment accounting to depreciation accounting for track assets (i.e.,
rail and other track material, ties, and ballast). At that time, we assessed various depreciation methodologies and concluded that the group depreciation method was most appropriate for our business because we have large numbers of homogeneous
assets. Concurrent with the adoption of the group method of depreciation, we commenced using Iowa Type Survivor Curves (the accepted standard of industrial property retirement dispersion) to determine

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 September 29, 2009

 Page 3

 the estimated service
lives for all depreciable assets except rail in high-density traffic corridors. For rail in high-density traffic corridors, we determine the estimated service lives using another mathematically-based methodology (orthogonal polynomials) because rail
often experiences different retirement dispersions than other assets. These actuarially-based methodologies utilize the retirement data of our assets to determine the probable service lives for each group of assets.

 The process of determining depreciation expense for large homogeneous groups of assets such as rail, ties, or ballast
differs from the process used in determining depreciation expense for a single item, unit or component. With a single item, unit or component, the cost of the item, less its estimated salvage value, is divided by its estimated service life. In the
event the asset is retired prior to the estimated life, the book value remaining after recognition of any salvage costs or recoveries is charged as an expense in the year of retirement. If the asset remains in service beyond the estimated life,
depreciation expense ceases inasmuch as the full cost of the asset has been recorded to expense. In comparison, with large homogeneous groups of assets such as those owned by railroads, utilities, or pipeline companies, it is impracticable to
account for the depreciation expense of each and every asset. Instead, the calculation of depreciation expense for large groups of assets requires (i) the segregation of assets into logical groups or classes based on the function or nature of
the assets and (ii) the use of averages, in particular for service life. Average values are required because not all of the assets in the groups of similar function/nature experience the same service life. That is, despite the fact that the
assets in the group are homogeneous, they experience lives that are dispersed over a range. Depreciation studies are used to determine the estimated service lives for the assets within the homogeneous groups. The results of the depreciation studies
permit a statistical forecast of the portion of the group that will live to each age and, from that forecast, the ability to determine the average life of the group.1

 As noted earlier, the component depreciation method records all depreciation expense between the time an asset is acquired and the time it reaches its estimated average service life. No depreciation expense is recognized subsequent to the
average service life, despite the fact that the asset may continue to be used for years. In comparison, the group depreciation method records depreciation expense throughout the life of the asset regardless of whether the asset has significantly
exceeded its estimated average service life. Both the component and the group depreciation methods expense the full costs of the assets; however, the group method better reflects a matching of the expense recorded with the benefit received from the
assets because service lives are continually monitored and updated based on an entity’s experience. Group depreciation results in depreciation expense that is proportional to the service rendered by the assets that comprise the group.

 1 William M. Stout, P.E., Chairman of Gannett Fleming, Inc., A Comparison of Component and Group Depreciation For
Large Homogeneous Groups of Network Assets, a presentation to the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 September 29, 2009

 Page 4

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

 * * * * *

 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 have reviewed your response to our prior comment number 2. However, we continue to believe that your May 28, 2008 two-for-one stock split
should be given retroactive effect in all periods presented in your consolidated statement of financial condition and consolidated statements of change in common shareholders’ equity, in order to provide consistency with the number of common
shares used to compute your earnings per share and provide comparability amongst the periods presented in the aforementioned financial statements. Please revise the consolidated statement of financial condition and consolidated statements of changes
in common shareholders’ equity included in your future filings, as applicable.

 RESPONSE:

 We note your comment and will revise the consolidated statements of financial position and the consolidated statements of changes in common
shareholders’ equity included in our future Form10-K and Form 10-Q filings, as applicable.

 Notes to the Consolidated Financial Statements

 Note 9. Properties

 Property and Depreciation, page 76

2.
 Per your response to our prior comment number 4, the STB provides guidance and oversight regarding property accounting for purposes of reporting in
your Annual Reports on Form R-1. You state further that such guidance is provided within the context of the STB’s authority to regulate aspects of your business. However, it remains unclear to us why the STB reviews the information that you
submit – for example, your Annual Reports on Form R-1, your depreciation studies, your units of property, and your proposed deprecation rates. Furthermore, it remains unclear to us how and why the STB’s guidance, oversight and reviews
impact both your financial results and aspects of your accounting under U.S. GAAP. In this regard, please describe for us (i) the nature of the STB’s regulatory authority – including the specific aspects of your business that the STB
regulates, (ii) the specific purposes of the STB’s various reviews – including how the reviews relate to the agency’s

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 September 29, 2009

 Page 5

 regulatory
authority, and (iii) how and why the STB’s reviews impact aspects of your accounting under U.S. GAAP. Please be detailed in your response.

 RESPONSE:

 The Surface Transportation Board (STB) was created by the Interstate Commerce Commission
Termination Act of 1995 and is the successor agency to the Interstate Commerce Commission. The STB is an economic regulatory agency that Congress charged with the fundamental missions of resolving railroad rate and service disputes and reviewing
proposed railroad mergers. The STB is decisionally independent, although it is administratively affiliated with the Department of Transportation.

 As a railroad subject to the provisions of the Interstate Commerce Act, we are required to file annual reports with the STB in accordance with the regulatory provisions of Title 49 of the Code of Federal
Regulations. Information in the annual reports is used by the STB to monitor and assess railroad industry growth, financial stability, traffic, and operations and to identify industry changes that may affect national transportation policy. In
addition, the STB uses data from the annual reports to facilitate the execution of their regulatory responsibilities.

 We
submit to the STB for review and approval a report on depreciation studies and proposed depreciation rates every three years for equipment property and every six years for road property, as required under Title 49 of the Code of Federal Regulations.
The approved depreciation rates are used for reporting our financial results in the required annual reports to the STB. The detailed property studies that we perform form the basis for our depreciation methods used in accordance with U.S. GAAP. We
have included references to the STB reviews to provide readers an understanding of our processes for setting depreciation rates. We did not intend to imply that we defer to the STB for our selected methods under U.S. GAAP.

 We note your comment and propose eliminating the references to the STB in both the footnotes of our future financial statements and in the
Critical Accounting Policies section of the MD&A inasmuch as we do not defer to the STB for our selected methods under U.S. GAAP.

3.
 Refer to your response to our prior comment number 5. We note that upon the replacement or retirement of depreciable rail assets accounted for using
the group method of depreciation, you credit your fixed asset account for the gross cost of assets being retired or replaced and record an offsetting debit to accumulated depreciation. As such, gains or losses on depreciable rail assets are not
reported in your consolidated statements of income. In this regard, please tell us what percentage of your depreciable rail assets reach or exceed their expected depreciable lives prior to being retired or replaced. As part of your response,
specifically tell us (i) if and how you are able to determine the length of time that your depreciable rail assets have been in service prior to their replacement and (ii) the carrying value of assets retired or replaced prior to the end
of their expected useful lives for each of the last three fiscal years.

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 September 29, 2009

 Page 6

 RESPONSE:

 As discussed in the Overview of Group Depreciation, depreciation studies are used to determine the estimated service
lives for the assets within the homogeneous groups. The results of the depreciation studies permit a statistical forecast of the portion of the group that will live to each age and, from that forecast, the ability to determine the average life of
the group. We perform service life studies for rail in high-density traffic corridors every six years with the assistance of a third party with expertise in the railroad industry and in group depreciation theory. These studies involve analyses of
data for (i) all rail in use in the high-density traffic corridors (2008 study examined data for rail in use at December 31, 2007) and (ii) all rail retirements in these corridors during the six-year period preceding the studies (2008
study examined retirements between January 1, 2002 and December 31, 2007). We obtain data for both rail in use and retirements from our Engineering Department’s rail consist file, which has detailed information for all rail down to
the 1/100th mile. We also obtain gross-ton mile (GTM)
information for all rail in high-density traffic corridors, and we merge this GTM data with the corresponding records for rail in use and for rail retirements to determine cumulative GTMs carried over the rail.

 As noted in the Overview of Group Depreciation, an asset within a group is assumed to be fully depreciated upon normal retirement or
disposal under the group method of depreciation. Additionall