SecProbe.io

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 CORRESP

 Union Pacific Corporation
 1400 Douglas Street Omaha,
Nebraska 68179 VIA EDGAR U.S. Securities
and Exchange Commission Division of Corporation Finance
 Office of Energy & Transportation 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Irene Barberena-Meissner
 September 30, 2025

 Re:
 Union Pacific Corporation
 Registration Statement on Form S-4
 File No. 333-290282
 Request for Effectiveness Dear Ms.
Barberena-Meissner: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Union Pacific Corporation (the
“Company”) respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 (File No. 333-290282), as amended
(the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission to 5:00 p.m., Eastern time, on September 30, 2025, or as soon as practicable thereafter.
 The Company respectfully requests to be notified of such effectiveness by a telephone call to the Company’s counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, to Brandon Van Dyke at (212) 735-3743, with such effectiveness to also be confirmed in writing to Brandon.VanDyke@skadden.com.
 * * *

 Sincerely,
 Union Pacific Corporation
 /s/ Christina B. Conlin
 Christina B. Conlin Executive
Vice President, Chief Legal Officer and Corporate Secretary

 cc:
 Brandon Van Dyke, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 24, 2025

V. James Vena
Chief Executive Officer
UNION PACIFIC CORP
1400 Douglas Street
Omaha, Nebraska 68179

 Re: UNION PACIFIC CORP
 Registration Statement on Form S-4
 Filed September 16, 2025
 File No. 333-290282
Dear V. James Vena:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Irene Barberena-Meissner at 202-551-6548 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Brandon Van Dyke, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 25, 2022
Jennifer L. Hamann
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, 2020
Filed February 5, 2021
File No. 001-06075
Dear Ms. Hamann:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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			2021 - Correspondence

			December 17, 2021

			

			VIA EDGAR Correspondence

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.

			Washington, D.C. 20549

			Attn:  Diane Fritz and Brad Skinner

			

			Re:  Union Pacific Corporation

			        Form 10-K for Fiscal Year Ended December 31, 2020

			        Response Dated October 15, 2021

			        File No. 001-06075

			

			

			Dear Ms. Fritz:

			

			This letter is in response to the follow-up comment letter, dated November 12, 2021, addressed to Jennifer L. Hamann, Executive Vice President and Chief Financial Officer of Union Pacific Corporation (Company), regarding the comments of the Staff of the Securities and Exchange Commission (Staff) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2020 (2020 10-K), as referenced above.

			

			For the convenience of the Staff, we reproduced the text of each numbered paragraph in the comment letter and follow with our response.

			

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

			

			* * * * *

			

			QUESTION:

				 1.

			Please provide us with quantification of amounts incurred as support for the statement made in response to comment 1 that investments made to harden portions of your rail network identified as more susceptible to climate-related damage have not been material to the periods covered by your 2020 Form 10-K.

			

			RESPONSE:

			Capital expenditures related solely to climate-related event mitigation totaled approximately $25 million, $24 million, and $11 million in the years 2018, 2019, and 2020, respectively. To provide context, capital expenditures under our annual infrastructure replacement program totaled $1.8 billion, $2.0 billion, and $1.8 billion in those respective years.

			

			QUESTION:

				 2.

			Your response to prior comment 2 regarding reputational risks resulting from operations that produce material greenhouse gas emissions appears to focus on emissions from the railroad industry compared to other types of ground transportation services. Please revise to provide

			1

		disclosure explaining how your reputation or brand could be negatively impacted as a result of emissions of greenhouse gasses from your own operations, such as diesel exhaust.

			

			RESPONSE:

			The Commission Guidance Regarding Disclosure Related to Climate Change, Release No.33-9106 (Feb. 2, 2010), states in part that “possible indirect consequences or opportunities may include [among others]: increased demand for goods that result in lower emissions than competing products.” As stated in our previous response, moving freight by rail instead of truck lowers greenhouse gas emissions by up to 75% on average. We do not believe that reputational risk from our operations is among the material climate-change related risks that we have faced to date. Despite the relative emissions advantages of rail versus truck, the Company is proactively addressing our greenhouse gas emissions as communicated to all our stakeholders in our climate action plan, which was publicly released on December 6, 2021. Additionally, we recognize that community awareness (including our customers and shareholders) of climate change is continuously increasing and may lead to higher reputational risk in the future. Our disclosures will change over time to reflect these increases if they materialize. We intend to revise our risk factor in our Form 10-K for Fiscal Year Ended December 31, 2021 (2021 10-K), to address reputational risk, at a minimum, as follows:

			

			Significant cost increases, government regulation, or changes of consumer preferences for goods or services relating to alternative sources of energy, emissions reductions, and greenhouse gas emissions could materially affect the markets for the commodities we carry and demand for our services, which in turn could have a material adverse effect on our results of operations, financial condition, and liquidity.

			

			QUESTION:

				 3.

			We note your response to comment 3 and the reference to disclosure in your 2019 Form 10‑K. We also note the reference to weather-related events, such as wildfire and heavy rain, during the current year in your response to prior comment 1. We partially reissue our prior comment as it does not appear that you have provided quantification of material weather-related damages to your property or operations as a significant physical effect of climate change.

			

			RESPONSE:

			We note your comment and will provide quantification of weather-related damages to our property in the Capital Investments portion of our Management’s Discussion and Analysis in our future filings when material and determinable. For reference, those amounts are $15 million, $113 million, and $40 million in the years 2018, 2019, and 2020, respectively. We acknowledge that weather-related events, such as wildfire and heavy rain, have occurred during the current year. However, not all such events result in material damage to our property or operations. In addition, because weather-related events can have both direct and indirect effects on our operations, and non-weather-related events can simultaneously affect our network, it requires significant judgment, and may not be possible, to determine the amount and cause of any incremental operating expense associated with such events. In those situations, we seek to quantify variances to individual operating expense lines and then disclose the drivers of those variances from most to least impactful in our filings with the SEC.

			

			QUESTION:

				 4.

			In your response to comment 3, you state that agricultural product shipments have been impacted by weather-related challenges. Please tell us how your disclosure considers climate

			2

		change as a business risk due to its potential effect on your customers in the agricultural industry.

			

			RESPONSE:

			Our risk factor on page 12 of the 2020 10-K, captioned “Severe Weather Could Result in Significant Business Interruptions and Expenditures”, states that our revenue can be adversely affected by severe weather that causes damage and disruptions to our customers. In addition, our disclosure in Item 1 on page 8 of the 2020 10-K, captioned “Seasonality”, reflects our evaluation of how climate change affects our customers in the agricultural industry. Specifically, we discuss the seasonality of some of the commodities that we transport, including agricultural products that have specific growing and harvesting seasons, and we specifically disclose that peak shipping seasons for these commodities can vary considerably each year depending upon various factors, including the strength of harvests, which in turn can be impacted by climate change. In our 2021 10-K and future filings, we will provide clarification on factors, including climate change, that impact the strength of harvests.

			

			QUESTION:

				 5.

			We note from your response to comment 3 that you have experienced an increase in insurance premiums, however, these increases did not have a material effect on your business, financial condition, and results of operations. Provide us with additional detail to support this statement, including quantification. In addition, tell us how you evaluated weather-related impacts on the availability of insurance.

			

			RESPONSE:

			Property insurance premiums appear in the “Other” operating expense line of our income statement. Year-over-year increases in such premiums represent 1% or less of the year-over-year increase in our “Other” operating expense line for the years covered by our 2020 10-K.

			

			Our property insurance premiums are driven by a combination of market conditions, program limits, and deductibles. The Company’s insurance team works closely with brokers to assemble a program with multiple insurance providers that balances our premiums with risk mitigation. These program design changes may include increases in our deductible, changes to program limits, and greater use of our captive insurance company. We evaluate the availability of insurance and status of the market, including effects of climate change, through advice provided by the brokers, based on what they are seeing with other customers, as well as feedback from the insurance carriers during our underwriter presentations.

			

			Please feel free to call either me at (402) 544-5565 or John A. Menicucci, Jr., Senior Counsel, at (402) 544-3440, if you have any questions or further comments.

			

			Sincerely,

			

			/s/ Todd M. Rynaski

			

			Todd M. Rynaski

			Vice President and Controller

			Union Pacific Corporation

			

			3

		cc:

			

			Lance M. Fritz

			Chairman, President and Chief Executive Officer

			Union Pacific Corporation

			

			Jennifer L. Hamman

			Executive Vice President and Chief Financial Officer

			Union Pacific Corporation

			

			Craig V. Richardson

			Executive Vice President, Chief Legal Officer and Corporate Secretary

			Union Pacific Corporation

			

			John A. Menicucci, Jr.

			Senior Counsel

			Union Pacific Corporation

			

			Audit Committee of the Board of Directors

			Union Pacific Corporation

			

			Stephanie C. Wolfe

			Partner

			Deloitte & Touche LLP

			

			Ronald O. Mueller

			Partner

			Gibson, Dunn & Crutcher LLP

			

			4

CORRESP
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			2021 - Correspondence

			December 13, 2021

			

			VIA EDGAR Correspondence

			Diane Fritz

			Staff Accountant
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0405

			

			Re:  Union Pacific Corporation

			        Form 10-K for Fiscal Year Ended December 31, 2020

			        Filed February 5, 2021

			        File No. 001-06075

			

			

			Dear Ms. Fritz:

			We previously received an extension to respond to your comment letter dated November 12, 2021, on the above-referenced filing, moving the deadline to December 13, 2021.  We appreciated your time today and based on that discussion and our request for an additional extension to file our response, we hereby confirm that we will respond to the comment letter on or before December 17, 2021.

			

			Very truly yours,

			/s/ Todd M. Rynaski

			Todd M. Rynaski

			Vice President and Controller

			Union Pacific Corporation

			

			cc:Brad Skinner
Division of Corporation Finance

			Ronald O. Mueller
Partner
Gibson, Dunn & Crutcher LLP

			John A. Menicucci, Jr.

			Sr. Counsel

			Union Pacific Corporation

			1

CORRESP
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			2021 - Correspondence

			November 22, 2021

			

			Via EDGAR Correspondence

			Diane Fritz
Staff Accountant
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0405

			

						

						Re:    Union Pacific Corporation

						Form 10-K for Fiscal Year Ended December 31, 2020

						Filed February 5, 2021

						File No. 001-06075

			

			Dear Ms. Fritz:

			We received your comment letter dated November 12, 2021, on the above-referenced filing, which requests a response by November 29, 2021. Pursuant to our request for a ten business day extension, we hereby confirm that we will respond to the comment letter on or before December 13, 2021.

			

			

			Very truly yours,

			/s/ Todd M. Rynaski

			Todd M. Rynaski

			Vice President and Controller

			Union Pacific Corporation

			

			cc:       Brad Skinner
Division of Corporation Finance

			Ronald O. Mueller
Partner
Gibson, Dunn & Crutcher LLP

			John A. Menicucci, Jr.

			Sr. Counsel

			Union Pacific Corporation

			

			1

United States securities and exchange commission logo
November 12, 2021
Jennifer L. Hamann
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, 2020
Response Dated October 15, 2021
File No. 001-06075
Dear Ms. Hamann:
            We have reviewed your October 15, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 17, 2021 letter.
Response Letter Dated October 15, 2021
Form 10-K for Fiscal Year Ended December 31, 2020
1.Please provide us with quantification of amounts incurred as support for the statement
made in response to comment 1 that investments made to harden portions of your rail
network identified as more susceptible to climate-related damage have not been material
to the periods covered by your 2020 Form 10-K.
2.Your response to prior comment 2 regarding reputational risks resulting from operations
that produce material greenhouse gas emissions appears to focus on emissions from the
railroad industry compared to other types of ground transportation services.  Please revise
to provide disclosure explaining how your reputation or brand could be negatively
impacted as a result of emissions of greenhouse gasses from your own operations, such as
diesel exhaust.

 FirstName LastNameJennifer L.  Hamann
 Comapany NameUnion Pacific Corporation
 November 12, 2021 Page 2
 FirstName LastName
Jennifer L.  Hamann
Union Pacific Corporation
November 12, 2021
Page 2
3.We note your response to comment 3 and the reference to disclosure in your 2019 Form
10-K. We also note the reference to weather-related events, such as wildfire and heavy
rain, during the current year in your response to prior comment 1.  We partially reissue
our prior comment as it does not appear that you have provided quantification of material
weather-related damages to your property or operations as a significant physical effect of
climate change.
4.In your response to comment 3, you state that agricultural product shipments have been
impacted by weather-related challenges.  Please tell us how your disclosure considers
climate change as a business risk due to its potential effect on your customers in the
agricultural industry.
5.We note from you response to comment 3 that you have experienced an increase in
insurance premiums, however, these increases did not have a material effect on your
business, financial condition, and results of operations.  Provide us with additional detail
to support this statement, including quantification.  In addition, tell us how you evaluated
weather-related impacts on the availability of insurance.
            You may contact Diane Fritz (Staff Accountant) at (202) 551-3331 or Brad Skinner
(Office Chief) at (202) 551-3489 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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			2021 - Correspondence

			October 15, 2021

			

			Via EDGAR Correspondence

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.

			Washington, D.C. 20549

			Attn: Dianne Fritz and Brad Skinner

			

						

						Re:    Union Pacific Corporation

						Form 10-K for Fiscal Year Ended December 31, 2020

						Filed February 5, 2021

						File No. 001-06075

			

			Dear Ms. Fritz:

			This letter is in response to the comment letter, dated September 17, 2021, addressed to Jennifer L. Hamann, Executive Vice President and Chief Financial Officer of Union Pacific Corporation (Company), regarding the comments of the Staff of the Securities and Exchange Commission (Staff) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2020 (2020 10-K), as referenced above.

			

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

			

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

			

			* * * * *

			

			QUESTION:

			1.We note that you generally refer to past and/or future capital expenditures. If material, please separately quantify any climate-related capital expenditures, such as investments in new technologies.

			

			RESPONSE:

			Our rail equipment and infrastructure require significant capital investment for replacement, improvement, and expansion each year. These investments not only support the transportation needs of our customers but also enhance safety, improve our operational efficiency, and support economic growth. The Company defines climate-related capital expenditures as investments to lower greenhouse gas emissions, prevent and/or mitigate infrastructure damage from climate-related natural disasters, and replace infrastructure damaged by climate-related natural disasters. These three forms of investment are discussed in more detail in the following paragraphs.

			

			First are investments to reduce the greenhouse gas emissions from our locomotive fleet, which represent approximately 94% of the greenhouse gas emissions generated by the Company. These emissions-related investments have been for Environmental Protection Agency (EPA) prescribed tier upgrades on our locomotive fleet and the Company’s program to install energy

			1

		management technologies on locomotives to optimize train handling and fuel efficiency. For the fiscal years ended December 31, 2020, 2019, and 2018, the Company invested $36 million, $68 million, and $65 million, respectively, on tier upgrades and energy management technologies.  During the same periods, the Company’s capital program totaled approximately $2.84 billion, $3.2 billion, and $3.2 billion, respectively. Therefore, the tier upgrades and energy management investments were not material to an understanding of our business, financial condition, and results of operations.

			

			Second are investments made to harden portions of our rail network identified as more susceptible to climate-related damage, such as hurricanes in the south, extreme cold in the northern region, and forest fires in the west. Climate-related benefits from these efforts are generally ancillary in nature because the primary purpose of these infrastructure hardening investments is to renew the Company’s assets to facilitate safe and efficient operations. Investments related solely to climate-related event mitigation include raising the height of the track profile to prevent water over the top of the rails and the addition or expansion of culverts to prevent flood waters from washing out the track. Investments in these types of improvements for the periods covered by our 2020 10-K were not material to an understanding of our business, financial condition, and results of operations.

			

			Third are investments made to replace our infrastructure because of significant climate-related events, such as severe flooding or forest fires. The replacement costs are generally capital investments, but significant climate-related events may also be accompanied by lost revenue and/or elevated operating expenses. One of our year-over-year operating expense variance drivers discussed in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in our 2020 10-K was lower weather-related costs, as we did not experience material climate-related events for fiscal year ended December 31, 2020, but did for fiscal year ended December 31, 2019. The weather-related events in 2019 were discussed in more detail in the MD&A in our Form 10-K for the Fiscal Year ended December 31, 2019 (2019 10-K). Additionally, in our Form 8-K filed on September 17, 2021, we discussed the business impact of severe flooding, winter storms, and infrastructure destroyed by forest fires, further illustrating how the Company discloses such material events in a timely manner.

			

			In summary, for the fiscal years ended December 31, 2020, 2019, and 2018, the capital investments made by the Company relating solely to climate were not material to an understanding of our business, financial condition, and results of operations. Going forward, we will continue to follow our disclosure controls and procedures and disclose any future material and quantifiable climate-related capital expenditures.

			

			QUESTION:

			2.If material, disclose any anticipated reputational risks resulting from your operations that produce material greenhouse gas emissions.

			

			RESPONSE:

			Our risk factor on page 15 of the 2020 10-K captioned, “We May Be Affected by Climate Change and Market or Regulatory Responses to Climate Change” discusses material climate-change related factors that make an investment in the Company’s securities speculative or risky.

			

			Further, the risk factor on page 14 of the 2020 10-K captioned “We Face Competition from Other Railroads and Other Transportation Providers,” discusses the relative cost and carbon competitiveness of railroads versus the trucking industry – our major ground transportation

			2

		competitor. As stated by the Association of American Railroads, “[r]ailroads account for 40% of U.S. freight, but account for just 0.5% of total U.S. greenhouse gas emissions, according to EPA data, and just 1.9% of transportation-related greenhouse gas emissions.” In addition, “moving freight by rail instead of truck lowers greenhouse gas emissions by up to 75% on average.” Further, we work closely with our customers to contribute to and improve their own efforts to reduce Scope 3 emissions. Consequently, because rail freight transportation is less greenhouse gas intensive, we do not believe reputational risk resulting from our operations that produce greenhouse gas emissions is among the material climate-change related risks that we presently face.

			

			QUESTION:

			3.If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following:

				 ·

			quantification of material weather-related damages to your property or operations;

				 ·

			the impact to your business of decreased agricultural production capacity of your customers located in areas affected by drought or other weather-related changes; and

				 ·

			any weather-related impacts on the cost or availability of insurance.

			

			RESPONSE:

			As a railroad with a vast network across the western two-thirds of the United States, we have been and remain exposed to severe weather conditions on a regular basis. When material, we have disclosed weather-related damage to our property or impacts on our operations in the past and will continue to do so in the future. For example, in 2019 we were affected by a series of significant weather events, and we disclosed the impact of those events on our business in the 2019 10-K, under the Executive Summary of the MD&A. Further, we included those events as a driver related to Company’s performance under the various subsections throughout the 2019 10-K. These events in 2019 are also referenced in the 2020 10-K as drivers for year-over-year variances because we did not experience similar events in 2020.

			

			Any material impact to our customers affected by climate-related changes is disclosed in the MD&A of our annual and quarterly reports. Our book of business is diverse and comprised of 10 different commodity categories with approximately 10,000 customers, operating from all major West Coast and Gulf Coast ports to eastern gateways and connecting to Canada and Mexico. As a result, any customer- or location-specific migration of production or weather-related damage must be significant to have a material impact on the Company’s business, financial condition, and results of operations. For example, we refer the Staff to the MD&A in the 2019 10-K, where we disclosed that agricultural product shipments were impacted by weather-related challenges; the MD&A in our Form 10-K for the Fiscal Year ended December 31, 2017, where we disclosed a decline in rock shipments due to inclement weather; and, the MD&A in our Form 10-K for the Fiscal Year ended December 31, 2015, where we disclosed how flooded coal mines and washed-out tracks impacted shipments. Similarly, although shipments of coal, sand, and petroleum products during 2020 were primarily impacted by low crude oil and natural gas prices, over the last several years, the Company has disclosed the material effects of the move away from fossil fuels on our coal business and on shipments of crude oil and energy-related products by rail. For example, in the 2021 Outlook section in the 2020 10-K MD&A’s Executive Summary under “Market Conditions” on page 27, we stated that “other factors such as natural gas prices, weather conditions, and demand for other energy sources may impact the coal market” and “crude oil price spreads may drive demand for petroleum products and drilling materials”.

			3

		

			Finally, we confirm that pricing in the property insurance market is elevated because of the frequency of claims and limitations on overall market capacity. We have seen increases in our premiums, but these increases did not have a material effect on our business, financial condition, and results of operations for the periods covered by our 2020 10-K. If we experience any weather-related impacts on the cost or availability of property insurance that are material to an understanding of our business, financial condition, or results of operations, we will make appropriate disclosures in our future filings.

			

			QUESTION:

			4.If applicable and material, provide disclosure about any purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

			

			RESPONSE:

			The Company purchases and uses carbon credits in the State of California, but they do not have a material effect on our business, financial condition, and results of operations. For the year ended December 31, 2020, 2019 and 2018, the Company purchased $3 million, $17 million, and $15 million, respectively, in carbon credits and had balances of $33 million, $38 million, and $28 million, respectively, in available credits at period end.

			

			* * * * *

			

			The Company continues to evaluate climate-related impacts, trends, and uncertainties as they develop. These factors may become material in the future. In addition, the Company is committed to reducing its carbon footprint as evidenced in our Form 8-K dated March 10, 2020, announcing the Company’s intent to set science-based targets. We subsequently disclosed in our Form 8-K dated February 10, 2021, that our science-based targets were approved by the Science Based Targets Initiative (SBTI). These targets commit us to a 26% reduction of our absolute Scope 1 and Scope 2 greenhouse gas emissions by 2030 versus a 2018 baseline.

			

			In addition to disclosures in our SEC filings, our stakeholders have access to information regarding all our environmental, social, and governance initiatives through our annual Building America Report (available at: https://www.up.com/aboutup/esg/building-america-report/index.htm).

			

			Please feel free to call either me at (402) 544-5565 or John A. Menicucci, Jr., Senior Counsel, at (402) 544-3440, if you have any questions or further comments.

			

			

			Sincerely,

			

			Todd M. Rynaski

			Vice President and Controller

			Union Pacific Corporation

			

			4

		cc:

			

			Lance M. Fritz

			Chairman, President and Chief Executive Officer

			Union Pacific Corporation

			

			Jennifer L. Hamman

			Executive Vice President and Chief Financial Officer

			Union Pacific Corporation

			

			Craig V. Richardson

			Executive Vice President, Chief Legal Officer and Corporate Secretary

			Union Pacific Corporation

			

			John A. Menicucci, Jr.

			Senior Counsel

			Union Pacific Corporation

			

			Audit Committee of the Board of Directors

			Union Pacific Corporation

			

			Stephanie C. Wolfe

			Partner

			Deloitte & Touche LLP

			

			Ronald O. Mueller

			Partner

			Gibson, Dunn & Crutcher LLP

			

			

			5

CORRESP
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			2021 - Correspondence

			September 27, 2021

			

			Via EDGAR Correspondence

			Diane Fritz
Staff Accountant
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0405

			

						

						Re:    Union Pacific Corporation

						Form 10-K for Fiscal Year Ended December 31, 2020

						Filed February 5, 2021

						File No. 001-06075

			

			Dear Ms. Fritz:

			We received your comment letter dated September 17, 2021, on the above-referenced filing, which requests a response by October 1, 2021. Pursuant to our request for a ten business day extension, we hereby confirm that we will respond to the comment letter on or before October 18, 2021.

			

						

						Very truly yours,

						/s/ Todd M. Rynaski

						

						Todd M. Rynaski

						Vice President and Controller

						Union Pacific Corporation

			

			

						

						cc:     Brad Skinner

						Division of Corporation Finance

						

						Ronald O. Mueller

						Partner

						Gibson, Dunn & Crutcher LLP

						

						Jennifer L. Hamann

						Executive Vice President and Chief Financial Officer

						Union Pacific Corporation

						

						John A. Menicucci, Jr.

						Sr. Counsel

						Union Pacific Corporation

			

United States securities and exchange commission logo
September 17, 2021
Jennifer L. Hamann
Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, Nebraska 68179
Re:Union Pacific Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 5, 2021
File No. 001-06075
Dear Ms. Hamann:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
1.We note that you generally refer to past and/or future capital expenditures.  If material,
please separately quantify any climate-related capital expenditures, such as investments in
new technologies.
2.If material, disclose any anticipated reputational risks resulting from your operations that
produce material greenhouse gas emissions.
3.If material, discuss the significant physical effects of climate change on your operations
and results.  This disclosure may include the following:
•quantification of material weather-related damages to your property or operations;
•the impact to your business of decreased agricultural production capacity of your
customers located in areas affected by drought or other weather-related changes; and
•any weather-related impacts on the cost or availability of insurance.
4.If applicable and material, provide disclosure about any purchase or sale of carbon credits
or offsets and any material effects on your business, financial condition, and results of
operations.

 FirstName LastNameJennifer L.  Hamann
 Comapany NameUnion Pacific Corporation
 September 17, 2021 Page 2
 FirstName LastName
Jennifer L.  Hamann
Union Pacific Corporation
September 17, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Diane Fritz (Staff Accountant) at (202) 551-3331 or Brad Skinner
(Office Chief) at (202) 551-3489 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

CORRESP

 [UNION PACIFIC CORPORATION
LETTERHEAD]

 August 26, 2021

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Union Pacific Corporation

(Registration No. 333-258422)

Ladies and Gentlemen:

 The undersigned
registrant, Union Pacific Corporation (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of the Registration Statement on Form S-4 filed August 3, 2021, as amended by Amendment
No. 1 filed August 20, 2021 so that the same may become effective by 10:00 a.m., Washington, D.C. time, on Monday, August 30, 2021, or as soon as practicable thereafter.

The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Union Pacific Corporation

By:

 /s/ Jennifer L. Hamann

Name:

Jennifer L. Hamann

Title:

Executive Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 111 West Monroe Street

 Chicago, Illinois
60603-4080

 T312.845.3000

 F312.701.2361

www.chapman.com

 August 20, 2021

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:

Union Pacific Corporation

 Registration Statement on Form S-4

 Ladies and Gentlemen:

On behalf of Union Pacific Corporation (the “Registrant”), we are transmitting for electronic filing under the Securities Act
of 1933, as amended (the “1933 Act”), Amendment No. 1 to the Registrant’s registration statement on Form S-4 (the “Amendment”). The Amendment relates to the exchange
of registered Notes for outstanding unregistered Notes.

 If we may cooperate with you in any way in the processing of this registration
statement, please telephone the undersigned at (312) 845-3273 or James M. Audette at (312) 845-3421.

Very truly yours,

CHAPMAN AND CUTLER LLP

By:

 /s/ Walt L. Draney

Walt L. Draney

 Enclosures

United States securities and exchange commission logo
August 11, 2021
Jennifer L. Hamann
Executive Vice President and Chief Financial Officer
UNION PACIFIC CORP
1400 Douglas Street
Omaha, NE 68179
Re:UNION PACIFIC CORP
Registration Statement on Form S-4
Filed August 3, 2021
File No. 333-258422
Dear Ms. Hamann:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jim Audette

CORRESP
1
filename1.htm

COVER LETTER

 111 West Monroe Street

 Chicago, Illinois
60603-4080

 T312.845.3000

 F312.701.2361

www.chapman.com

 August 3, 2021

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:

Union Pacific Corporation

 Registration Statement on Form S-4

 Ladies and Gentlemen:

On behalf of Union Pacific Corporation (the “Registrant”), we are transmitting for electronic filing under the Securities Act
of 1933, as amended (the “1933 Act”), the Registrant’s registration statement on Form S-4 (the “Registration Statement”). The Registration Statement relates to the
exchange of registered Notes for outstanding unregistered Notes.

 If we may cooperate with you in any way in the processing of this
registration statement, please telephone the undersigned at (312) 845-3273 or James M. Audette at (312) 845-3421.

Very truly yours,

CHAPMAN AND CUTLER LLP

By:

   /s/ Walt L. Draney

  Walt L. Draney

 Enclosures

CORRESP
1
filename1.htm

COVLTR2

 August 3, 2021

VIA EDGAR

United States Securities and Exchange Commission

 100
F Street, N.E.

 Washington, D.C. 20549-7010

Re:

 Union Pacific Corporation

Registration Statement on Form S-4

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form S-4
(the “S-4”) of Union Pacific Corporation (the “Company”) relating to $700,977,000 aggregate principal amount of the Company’s 2.891% Notes due 2036 (the
“New 2036 Notes”) issuable in exchange for the Company’s existing 2.891% Notes due 2036, which were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”), and $1,012,411,000 aggregate principal amount of the Company’s 3.799% Notes due 2071 (the “New 2071 Notes” and, together with the New 2036 Notes, the
“New Notes”) issuable in exchange for the Company’s existing 3.799% Notes due 2071, which were offered and sold in a transaction exempt from registration under the Securities Act, on behalf of the Company, I hereby
represent that:

 (a)    The Company is registering the New Notes of each series in reliance on the
positions enunciated by the staff of the Securities and Exchange Commission (the “Staff”) in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991) and
Shearman & Sterling (available July 2, 1993).

 (b)    None of the Company nor any
affiliate of the Company has entered into any agreement or understanding with any person to distribute the New Notes of either series.

(c)    To the best of the Company’s information and belief, each person participating in an exchange
offer is acquiring the New Notes of a series in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes of such series to be received in the exchange offer.

 United States Securities and Exchange Commission

August 3, 2021

  Page
 2

 (d)    The Company will make each person participating in
each exchange offer aware (through the prospectus included in the S-4 (the “Prospectus”)) that if such person is participating in an exchange offer for the purpose of distributing the New
Notes of the applicable series to be acquired in such exchange offer, such person (i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters to similar effect and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of Regulation S-K.

(e)    The Company (i) has not entered into any arrangement or understanding with any broker-dealer participating in an exchange offer to distribute New Notes of the applicable series to be acquired in such exchange offer, (ii) will make each person participating in each exchange offer aware
(through the Prospectus) that any broker-dealer who holds original notes of a series acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes
of such series in exchange for such original notes pursuant to an exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act, which may be the Prospectus so long as it contains a plan
of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes of the applicable series held by the broker-dealer), in
connection with any resale of such New Notes and (iii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in an exchange offer the following additional provision: if the
exchange offeree is a broker-dealer holding original notes of a series acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of New Notes of such series received in respect of such original notes pursuant to an exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 United States Securities and Exchange Commission

August 3, 2021

  Page
 3

Sincerely,

/s/  Craig V. Richardson

 Name:

 Craig V. Richardson

 Title:

 Executive Vice President, Chief Legal Officer and Corporate Secretary

cc:
 Jonathan A. Koff

 Walter L. Draney

 John A. Menicucci, Jr.

CORRESP
1
filename1.htm

CORRESP

 [UNION PACIFIC CORPORATION
LETTERHEAD]

 April 27, 2021

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Union Pacific Corporation

 (Registration No. 333-252948)

 Ladies and Gentlemen:

The undersigned registrant, Union Pacific Corporation (the “Company”), pursuant to the provisions of Rule 461 of the General
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of the
Registration Statement on Form S-4 filed February 10, 2021, as amended by Amendment No. 1 filed April 27, 2021 so that the same may become effective by 10:00 a.m., Washington, D.C. time, on
Friday, April 30, 2021, or as soon as practicable thereafter.

 The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Union Pacific Corporation

By:

         /s/ Jennifer L. Hamann

Name: Jennifer L. Hamann

Title: Executive Vice President and
Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 111 West Monroe Street

Chicago, Illinois 60603-4080

T 312.845.3000

 F
312.701.2361

 www.chapman.com

 April 26, 2021

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
                    Union Pacific Corporation

                Registration Statement on Form
S-4

Ladies and Gentlemen:

 On behalf of Union
Pacific Corporation (the “Registrant”), we are transmitting for electronic filing under the Securities Act of 1933, as amended (the “1933 Act”), Amendment No. 1 to the Registrant’s registration statement
on Form S-4 (the “Amendment”). The Amendment relates to the exchange of registered Notes for outstanding unregistered Notes.

If we may cooperate with you in any way in the processing of this registration statement, please telephone the undersigned at (312) 845-3273 or James M. Audette at (312) 845-3421.

Very truly yours,

Chapman and Cutler LLP

By:

 /s/ Walt L. Draney

Walt L. Draney

 Enclosures

United States securities and exchange commission logo
February 17, 2021
Jennifer L. Hamann
Executive Vice President and Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, NE 68179
Re:Union Pacific Corporation
Registration Statement on Form S-4
Filed February 10, 2021
File No. 333-252948
Dear Ms. Hamann:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Walter L. Draney

CORRESP
1
filename1.htm

CORRESP

 111 West Monroe Street

 Chicago, Illinois 60603-4080

 T
312.845.3000

 F 312.701.2361

 www.chapman.com

 February 10, 2021

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:
 Union Pacific Corporation

 Registration Statement on Form S-4

Ladies and Gentlemen:

 On behalf of Union
Pacific Corporation (the “Registrant”), we are transmitting for electronic filing under the Securities Act of 1933, as amended (the “1933 Act”), the Registrant’s registration statement on Form S-4 (the “Registration Statement”). The Registration Statement relates to the exchange of registered Notes for outstanding unregistered Notes.

If we may cooperate with you in any way in the processing of this registration statement, please telephone the undersigned at (312) 845-3273 or James M. Audette at (312) 845-3421.

Very truly yours,

CHAPMAN AND CUTLER LLP

By:

 /s/ Walt L. Draney

Walt L. Draney

 Enclosures

 February 10, 2021

VIA EDGAR

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-7010

Re:
 Union Pacific Corporation

 Registration Statement on Form S-4

Ladies and Gentlemen:

 In connection with the
above-referenced Registration Statement on Form S-4 (the “S-4”) of Union Pacific Corporation (the “Company”) relating to
$1,047,453,000 aggregate principal amount of the Company’s 2.973% Notes due 2062 (the “New Notes”) issuable in exchange for the Company’s existing 2.973% Notes due 2062, which were offered and sold in a transaction exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of the Company, I hereby represent that:

(a)    The Company is registering the New Notes in reliance on the positions enunciated by the staff of the
Securities and Exchange Commission (the “Staff”) in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991) and Shearman & Sterling (available
July 2, 1993).

 (b)    None of the Company nor any affiliate of the Company has entered into any
agreement or understanding with any person to distribute the New Notes.

 (c)    To the best of the
Company’s information and belief, each person participating in the exchange offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the
New Notes to be received in the exchange offer.

 (d)    The Company will make each person participating
in the exchange offer aware (through the prospectus included in the S-4 (the “Prospectus”)) that if such person is participating in the exchange offer for the purpose of distributing the New
Notes to be acquired in the exchange offer, such person (i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters to similar effect and (ii) must comply with the registration and prospectus
delivery requirements of the

 United States Securities and Exchange Commission

February 10, 2021

 Page 2

Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of Regulation S-K.

(e)    The Company (i) has not entered into any arrangement or understanding with any broker-dealer participating in the exchange offer to distribute New Notes to be acquired in the exchange offer, (ii) will make each person participating in the exchange offer aware (through the Prospectus) that
any broker-dealer who holds original notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such original notes
pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act, which may be the Prospectus so long as it contains a plan of distribution with respect to such resale
transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), in connection with any resale of New Notes and (iii) will include in
the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision: if the exchange offeree is a broker-dealer holding original notes acquired for
its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect
of such original notes pursuant to the exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 United States Securities and Exchange Commission

February 10, 2021

 Page 3

Sincerely,

 /s/ Craig V. Richardson

Name:

Craig V. Richardson

Title:

Executive Vice President, Chief Legal Officer and Corporate Secretary

cc:
 Jonathan A. Koff

 Walter L. Draney

 John A. Menicucci, Jr.

CORRESP
1
filename1.htm

CORRESP

 [UNION PACIFIC CORPORATION
LETTERHEAD]

 April 8, 2020

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Union Pacific Corporation

 (Registration No. 333-236860)

Ladies and Gentlemen:

 The undersigned
registrant, Union Pacific Corporation (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of the Registration Statement on Form S-4 filed March 3, 2020, as amended by Amendment
No. 1 filed April 7, 2020 so that the same may become effective by 10:00 a.m., Washington, D.C. time, on Friday, April 10, 2020, or as soon as practicable thereafter.

The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Union Pacific Corporation

By:

/s/ Jennifer L. Hamann

Name:

Jennifer L. Hamann

Title:

Executive Vice President and
Chief Financial Officer

March 11, 2020
Jennifer L. Hamann
Executive Vice President and Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, NE 68179
Re:Union Pacific Corporation
Registration Statement on Form S-4
Filed March 3, 2020
File No. 333-236860
Dear Ms. Hamann:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James M. Audette

CORRESP
1
filename1.htm

CORRESP

 March 3, 2020

VIA EDGAR

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-7010

Re:

Union Pacific Corporation

 Registration Statement on Form S-4

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement on Form S-4 (the “S-4”) of Union Pacific Corporation (the “Company”) relating to $1,841,950,000 aggregate principal amount of the Company’s 3.839% Notes due 2060 (the “New Notes”)
issuable in exchange for the Company’s existing 3.839% Notes due 2060, which were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of the
Company, I hereby represent that:

 (a) The Company is registering the New Notes in reliance on the positions enunciated by
the staff of the Securities and Exchange Commission (the “Staff”) in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991) and Shearman & Sterling
(available July 2, 1993).

 (b) None of the Company nor any affiliate of the Company has entered into any agreement or
understanding with any person to distribute the New Notes.

 (c) To the best of the Company’s information and belief,
each person participating in the exchange offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the exchange
offer.

 (d) The Company will make each person participating in the exchange offer aware (through the prospectus included in
the S-4 (the “Prospectus”)) that if such person is participating in the exchange offer for the purpose of distributing the New Notes to be acquired in the exchange offer, such person
(i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of
Regulation S-K.

 United States Securities and Exchange Commission

March 3, 2020

  Page
 2

 (e) The Company (i) has not entered into any arrangement or
understanding with any broker-dealer participating in the exchange offer to distribute New Notes to be acquired in the exchange offer, (ii) will make each person participating in the exchange offer aware
(through the Prospectus) that any broker-dealer who holds original notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange
for such original notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act, which may be the Prospectus so long as it contains a plan of distribution with
respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), in connection with any resale of New Notes and
(iii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision: if the exchange offeree is a broker-dealer holding
original notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New
Notes received in respect of such original notes pursuant to the exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 United States Securities and Exchange Commission

March 3, 2020

  Page
 3

Sincerely,

 /s/ Rhonda S. Ferguson

Name:

Rhonda S. Ferguson

Title:

Executive Vice President, Chief Legal Officer and Corporate Secretary

cc:
 Jonathan A. Koff

Walter L. Draney

 John A.
Menicucci, Jr.

October 9, 2019
Robert M. Knight, Jr.
Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, Nebraska 68179
Re:Union Pacific Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 8, 2019
File No. 001-06075
Dear Mr. Knight, Jr.:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

			Correspondence 10-3-2019

			

			

			October 3, 2019

			

			Via EDGAR Correspondence

			

			Ms. Theresa Brillant

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.

			Washington, D.C.  20549

			

			             Re:       Union Pacific Corporation

			                          Form 10-K for Fiscal Year Ended December 31, 2018

			                          Filed February 8, 2019

			                          File No. 001-06075

			

			Dear Ms. Brillant:

			

			This letter is in response to the comment letter, dated September 23, 2019, addressed to Robert M. Knight, Jr., Executive Vice President 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 Form 10-K referenced above.

			

			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 Fiscal Year Ended December 31, 2018

			Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 23

			

				 1.

			We note per the Chairman’s Letter that 1,200 locomotives and approximately 30,000 freight cars have been removed from your network since August 2018.  We also note per your recent investor presentation that there are approximately 2,150 locomotives being stored as of June 30, 2019.  Please tell us your consideration of discussing the extent of utilization of your locomotives and freight cars in the filing pursuant to paragraph (1) of Instructions to item 102 of regulation S-K.  Additionally, tell us how this current level of excess capacity compares to prior periods.

			

			RESPONSE:

			We note your comment and in future annual filings we will provide narrative disclosures addressing the suitability, adequacy, productive capacity and extent of utilization of our locomotives and freight cars in our annual filings on Form 10-K pursuant to paragraph (1) of instructions to item 102 of regulation S-K.

			

			As relevant to your question, we wish to clarify that the 30,000 freight cars removed from our network, as noted in our Chairman’s letter, include our assets and those that are privately owned by our customers or other third parties.  We include this cumulative number in our Chairman’s letter as part of our discussion of operational fluidity and capacity of our rail network rather than as a reference to actual in service utilization of our owned and leased locomotives and freight cars.

			

			Narrative disclosures to be included in future 10-K filings are provided below:

			

			We continuously assess our need for equipment to run an efficient and reliable network.  Many factors cause us to adjust the size of our active fleets, including changes in carload volume, weather events, seasonality, customer preferences and productivity initiatives.  As some of these factors

		are difficult to assess or can change rapidly, we maintain a surge fleet to remain agile.  Without the surge fleet, our ability to react quickly is hindered as equipment suppliers are limited and lead times to acquire equipment are long and may be in excess of a year.  We believe that we have sufficient capacity to adapt to changes in freight volumes and adjust the utilization of our assets accordingly.  Moreover, we believe our locomotive and freight car fleets are appropriately sized and suitable to meet our current and future business requirements.  Locomotive and freight car in service utilization percentages for the year ended December 31, 20XX were XX% and XX%, respectively.

			

			In addition, we are providing the following five-year asset utilization table for the Staff’s reference to compare current utilization with prior periods.  As demonstrated in the table below, carload volume is a key driver of the percentages of our owned and leased locomotives and freight cars that are in service.  As such, we continually evaluate volume levels and other factors to manage our equipment fleet sizes to meet business requirements.

			

						

						

						

						Average % in Service

						Average 7 Day Carloadings

						 Period

						Locomotives

						Freight Cars

						(thousands)

						 2014

				93

						%

				91

						%

				188

						 2015

				88

				78

				177

						 2016

				77

				77

				164

						 2017

				80

				84

				168

						 2018

				85

				82

				173

						 Through June 30, 2019

				74

				75

				165

			

			

				 2.

			We note that your presentation of EBITDA on page 33 includes items other than earnings before interest, taxes, depreciation and amortization.  Please revise your presentation or re-label the measure here and when the measure is presented in other filings.  See the Staff’s Compliance & Disclosure Interpretations (“CC&DI”) on Non-GAAP Financial Measures, Question 103.01.

			

			RESPONSE:

			We note your comment and in future filings we will revise the presentation of EBITDA and adjusted EBITDA to reflect the deduction of other income after the presentation of EBITDA in arriving at adjusted EBITDA.

			

			Note 2: Significant Accounting Policies, Revenue Recognition, page 50

			

				 3.

			We note that you provide some of your customers incentives for meeting or exceeding specified cumulative volumes or shipping to and from specific locations.  Please tell us if you considered the volume-based rebates as variable consideration and, if so, which method you used to estimate the amount of variable consideration (projected future shipments) pursuant to ASC 606-10-32-8.  Revise to disclose this method in accordance with ASC 606-10-50-20(a.)

			

			RESPONSE:

			We note your comment and confirm that we considered such volume-based rebates as variable consideration, which we estimate using the expected value method.  In future filings we will revise the disclosure of our Revenue Recognition policies to include the following statement regarding variable consideration:

			

						Customer incentives, which are primarily provided for shipping to/from specific locations or based on cumulative volumes, are recorded as a reduction to operating revenues.  Customer incentives that include variable consideration based on cumulative volumes are estimated using the expected value method, which is based on available historical, current, and forecasted volumes, and recognized as the related performance obligation is satisfied.

			* * * * *

		Please feel free to call either me at (402) 544-5565 or John Menicucci, Senior Counsel, at (402) 544-3440 if you should have any questions or further comments.

			

						

						

						

						Sincerely,

						

						

						/s/ Todd M. Rynaski

						

						Todd M. Rynaski

						

						Vice President and Controller

						

						Union Pacific Corporation

			

			

			

			cc:        Lance M. Fritz

			Chairman, President and Chief Executive Officer

			Union Pacific Corporation

			

			Robert M. Knight, Jr.

			Executive Vice President and Chief Financial Officer

			Union Pacific Corporation

			

			Union Pacific Corporation Audit Committee

			

September 23, 2019
Robert M. Knight, Jr.
Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, Nebraska 68179
Re:Union Pacific Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 8, 2019
File No. 001-06075
Dear Mr. Knight, Jr.:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
1.We note per the Chairman's Letter that 1,200 locomotives and approximately 30,000
freight cars have been removed from your network since August 2018.  We also note per
your recent investor presentation that there are approximately 2,150 locomotives being
stored as of June 30, 2019.  Please tell us your consideration of discussing the extent of
utilization of your locomotives and freight cars in the filing pursuant to paragraph (1) of
the Instructions to Item 102 of Regulation S-K.  Additionally, tell us how this current level
of excess capacity compares to prior periods.
2.We note that your presentation of EBITDA on page 33 includes items other than earnings
before interest, taxes, depreciation and amortization.  Please revise your presentation or
re-label the measure here and when the measure is presented in other filings.  See the
Staff's Compliance & Disclosure Interpretations ("C&DIs") on Non-GAAP Financial

 FirstName LastNameRobert M. Knight, Jr.
 Comapany NameUnion Pacific Corporation
 September 23, 2019 Page 2
 FirstName LastName
Robert M. Knight, Jr.
Union Pacific Corporation
September 23, 2019
Page 2
Measures, Question 103.01.
Note 2: Significant Accounting Policies, Revenue Recognition, page 50
3.We note that you provide some of your customers incentives for meeting or exceeding
specified cumulative volumes or shipping to and from specific locations.  Please tell us if
you consider the volume-based rebates as variable consideration and, if so, which method
you used to estimate the amount of variable consideration (projected future shipments)
pursuant to ASC 606-10-32-8.  Revise to disclose this method in accordance with ASC
606-10-50-20(a).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Theresa Brillant at 202-551-3307 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
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CORRESP

 [UNION PACIFIC CORPORATION LETTERHEAD]

 November 16, 2016

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Union Pacific Corporation

 (Registration No. 333-214407)

Ladies and Gentlemen:

 The undersigned
registrant, Union Pacific Corporation (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of the Registration Statement on Form S-4 filed November 3, 2016 so that the same may
become effective by 10:00 a.m., Washington, D.C. time, on Friday, November 18, 2016, or as soon as practicable thereafter.

The Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Union Pacific Corporation

By:

         /s/ Robert M. Knight, Jr.

Name: Robert M. Knight, Jr.

Title: Executive Vice President—Finance and Chief Financial Officer

Mail Stop 3561
 November 15, 2016

Robert M. Knight, Jr.
Executive Vice President – Finance and Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, NE 68179

Re: Union Pacific Corporation
  Registration Statement on Form S-4
Filed  November 3, 2016
  File No.  333-214407

Dear Mr. Knight :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Tonya K. Aldave  at (202) 551 -3601  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc:  Walter L. Draney , Esq.
Chapman and Cutler LLP

May 20, 201 4

 Via E -mail
 Robert M. Knight, Jr.
 Executive Vice President Finance and Chief Financial  Officer
 Union Pacific Corporation
 1400 Douglas Street
 Omaha , NE 68179

Re: Union Pacific Corporation
 Form 10-K for Fiscal Y ear Ended December  31, 2013
Filed February  7, 2014
File No. 001 -06075

Dear Mr. Knight :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 securitie s laws of the United States.  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 rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

CORRESP
1
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Correspondence

 Jeffrey P. Totusek

Vice President & Controller

 April 24, 2014

 Via
EDGAR Correspondence

 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

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 7, 2014

File No. 001-06075

 Dear Mr. Shenk:

This letter is in response to the comment letter, dated April 11, 2014, addressed to 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 Form 10-K referenced
above.

 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 Fiscal Year Ended December 31, 2013

Management’s Discussion and Analysis, page 23

Operating Expenses, page 29

 Depreciation,
page 30

1.
 We note your disclosure that recent depreciation studies allowed you to use longer estimated service lives for certain equipment, which partially
offset the impact of a higher depreciable asset base resulting from larger capital spending in recent years. Please tell us the equipment for which estimated service lives was changed, the original service lives and the revised services lives, and
quantify for us and in future filings the impact of such changes on depreciation recognized.

 UNION PACIFIC
CORPORATION    1400 Douglas St., Stop 1770    Omaha, NE 68179-1770    ph. (402) 544-6262

 RESPONSE:

We note your comment and provide the following table, which summarizes the key changes in estimated service lives of our assets during 2013.
We will continue to disclose the primary drivers of changes in depreciation expense and will quantify material impacts of changes in estimated service lives on depreciation expense in future filings.

2012

2013

Change in Depreciation

 Asset Class

Useful Life

Useful Life

Expense (in millions) (a)

 Locomotives

19

20

($58)

 Freight Cars

23

25

($30)

 Other Roadway

49

48

$30

 Total Increase/(Decrease) due to Service Life Changes

($58)

(a)
 A change in service life may also impact whether the recorded amount of accumulated depreciation is deficient (or in excess) of the amount
indicated by our depreciation studies. As described in footnote 11 of our 2013 Form 10-K, any deficiency (or excess) is amortized as a component of depreciation expense over the remaining service lives of the applicable classes of assets. These
changes are included in the change in depreciation expense above.

 In addition, please note that changes in estimated
service lives did not have a material impact on depreciation expense in the first quarter of 2014 compared to the first quarter of 2013.

 Note 14
Debt, page 75

 Debt Exchange, page 77

2.
 We note that you accounted for the exchange of $1,170 million of various outstanding notes and debentures due between 2016 and 2040 for $439
million of 3.646% notes due February 15, 2024 and $700 million of 4.821% notes due February 1, 2044 as a debt exchange as you believe the exchanged debt instruments are not considered to be substantially different. From the table on page
77, it appears that the term of the various exchanged notes and debentures are different than the terms of the new 3.646% notes due February 15, 2024 and $700 million 4.821% notes due February 1, 2044. Please provide to us your analysis of
the exchange under ASC 470-50-40-10 and 11 to support your conclusion that the exchanged debt instruments are not substantially different.

RESPONSE:

 We note your comment and
provide the following analysis to support the conclusion that the exchanged debt instruments are not substantially different as defined under ASC 470-50-40-10. As calculated in the following analysis, the present value of the cash flows under the
terms of each new debt instrument are less than 10 percent different from the present value of the remaining cash flows under the terms of the original instrument (using the effective interest rate, for accounting purposes, of the original debt
instrument).

 EXCHANGE ACCOUNTING 2024 Offers

 PV Date

08/21/13

08/21/13

08/21/13

08/21/13

08/21/13

08/21/13

 Coupon

7.000%

5.650%

5.750%

5.700%

7.875%

6.125%

 Maturity

02/01/16

05/01/17

11/15/17

08/15/18

01/15/19

02/15/20

 PV of Current Security (i.e., PV of Existing Security Cash Flows)

 Issue Date:

01/26/96

04/18/07

10/30/07

02/05/08

10/07/08

02/20/09

 Issue Price:

99.55

99.67

99.93

99.66

99.82

99.61

 Book Yield:

7.04%

5.69%

5.76%

5.74%

7.90%

6.17%

 PV of Current Security

99.90

99.85

99.96

99.81

99.89

99.74

 Exchange Offer

 Exchange Price

114.99

114.94

116.57

117.58

128.58

120.60

 Cash Payment

44.99

22.44

24.07

25.08

36.08

28.10

 Debt Payment

70.00

92.50

92.50

92.50

92.50

92.50

 Exchange Ratio for Debt Pymt. (% of Par)

0.700

0.925

0.925

0.925

0.925

0.925

 PV of New Security (i.e., PV of New Security Cash Flows * Exchange Ratio + Cash Payment)

 Maturity

02/15/24

02/15/24

02/15/24

02/15/24

02/15/24

02/15/24

 New Issue Yield / Coupon

3.65%

3.65%

3.65%

3.65%

3.65%

3.65%

 Price

100.00

100.00

100.00

100.00

100.00

100.00

 PV of New Security

97.57

100.15

101.35

102.46

100.88

102.74

 Accounting Test (Max PV Change +/- 10%)

 Change in PV

(2.3%
)

0.3%

1.4%

2.6%

1.0%

3.0%

 Supplemental Data ($ in millions)

Totals

 Exchange Size

$477

$8

$38

$70

$103

$20

$238

 Cash

$129

$4

$9

$17

$26

$7

$66

 New Issue

$439

$6

$35

$64

$95

$19

$220

EXCHANGE ACCOUNTING 2044 Offers

 PV Date

08/21/13

08/21/13

08/21/13

08/21/13

08/21/13

08/21/13

 Coupon

7.125%

6.625%

5.375%

6.250%

6.150%

5.780%

 Maturity

02/01/28

02/01/29

06/01/33

05/01/34

05/01/37

07/15/40

 PV of Current Security (i.e., PV of Existing Security Cash Flows)

 Issue Date:

02/03/98

02/01/99

06/05/03

05/04/04

04/18/07

07/14/10

 Issue Price:

98.84

98.90

99.13

98.44

99.56

100.00

 Book Yield:

7.22%

6.71%

5.43%

6.37%

6.18%

8.12%

 PV of Current Security

99.15

99.18

99.28

98.65

99.59

74.59

 Exchange Offer

 Exchange Price

132.45

127.07

112.48

123.85

122.70

117.74

 Cash Payment

32.45

27.07

12.48

23.85

22.70

15.24

 Debt Payment

100.00

100.00

100.00

100.00

100.00

102.50

 Exchange Ratio for Debt Pymt. (% of Par)

1.000

1.000

1.000

1.000

1.000

1.025

 PV of New Security (i.e., PV of New Security Cash Flows * Exchange Ratio + Cash Payment)

 Maturity

02/01/44

02/01/44

02/01/44

02/01/44

02/01/44

02/01/44

 New Issue Yield / Coupon

4.82%

4.82%

4.82%

4.82%

4.82%

4.82%

 Price

100.00

100.00

100.00

100.00

100.00

100.00

 PV of New Security

103.05

102.68

103.41

103.16

104.13

79.80

 Accounting Test (Max PV Change +/- 10%)

 Change in PV

3.9%

3.5%

4.2%

4.6%

4.6%

7.0%

 Supplemental Data ($ in millions)

Totals

 Exchange Size

$693

$73

$177

$0

$19

$138

$286

 Cash

$151

$24

$47

$0

$5

$31

$44

 New Issue

$700

$73

$177

$0

$19

$138

$293

 * * * * *

As requested in your comment letter, dated April 11, 2014, we acknowledge 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.

Please feel free to call either me at (402) 544-6262 or Jim Theisen, Associate General Counsel, at (402) 544-6765 if you should have
any questions or further comments.

 Sincerely,

/s/ Jeffrey P. Totusek

Jeffrey P. Totusek

Vice President and Controller

Union Pacific Corporation

cc:
John J. Koraleski

Chairman, President and Chief Executive Officer

Union Pacific Corporation

Robert M. Knight, Jr.

Executive Vice President – Finance and Chief Financial Officer

Union Pacific Corporation

Union Pacific Corporation Audit Committee

April 1 1, 201 4

 Via E -mail
 Robert M. Knight, Jr.
 Executive  Vice President  Finance and Chief Financial Officer
 Union Pacific  Corporation
 1400 Douglas Street
 Omaha , NE 68179

Re: Union Pacific  Corporation
 Form 10-K for Fiscal Y ear Ended December 31 , 2013
Filed February  7, 201 4
File No. 001-06075

Dear Mr. Knight :

We have reviewed your filing an d have the following comment s.  Our comment s ask you
to provide us with information so we may better understand your disclosure s.

Please respond to this letter within ten business days by confirming that you will revise
your document in future filings and providing the requested information.   If you do  not believe
our comment s applies to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Management’s Discussion and  Analysis, page 23

Operating Expenses, page 29

Depreciation, page 30

1. We note your disclosure that r ecent depreciation studies allowed you to use longer estimated
service lives for certain equipment, which partially offset the impact of a higher deprecia ble
asset base resulting from larger capital spending in recent years.   Please tell us the equipment
for which estimated service lives was changed, the original service lives and the revised
service lives, and quantify for us and in future filings the impa ct of such changes on
depreciation recognized.

Robert M. Knight, Jr.
Union Pacific  Corporation
April 1 1, 2014
Page 2

 Note 14 Debt, page 75

Debt Exchange, page 77

2. We note that you accounted for the exchange of $1,170 million of various outstanding notes
and debentures due between 2016 and 2040 for $439 million of 3.646% notes due
February  15, 2024 and $700 million of 4.821% notes due February  1, 2044 as a debt
excha nge as you believe the exchanged debt instruments are not considered to be
substantially different.  From the table on page 77, it appears that the term of the various
exchanged notes and debentures are different than the terms of the new 3.646% notes due
February  15, 2024 and $700 million 4.821% notes due February  1, 2044.  Please provide to
us your analysis of the exchange under ASC 470 -50-40-10 and 11 to support your conclusion
that the exchanged debt instruments are not substantially different.

We urg e 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 rules require.   Since the company and  its management are
in possession of all facts relating to a company’s disclosure, they are responsible 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 Patrick Kuhn  at (202) 551 -3308  or me at (202) 551 -3380 with any
questions .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

CORRESP
1
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CORRESP

 [UNION PACIFIC CORPORATION
LETTERHEAD]

 December 11, 2013

 VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Union Pacific Corporation

(Registration No. 333-191883)

Ladies and Gentlemen:

The undersigned registrant, Union Pacific Corporation (the “Company”), pursuant to the provisions of Rule 461 of
the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of
the Registration Statement on Form S-4 filed October 24, 2013, as amended by Amendment No. 1 filed December 9, 2013, so that the same may become effective by 10:00 a.m., Washington, D.C. time,
on Monday, December 16, 2013, or as soon as practicable thereafter.

 The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

Union Pacific Corporation

By:

/s/ James J. Theisen, Jr.

Name:

James J. Theisen, Jr.

Title:

 Associate General Counsel and

Assistant Secretary

CORRESP
1
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CORRESPONDENCE

 December 9, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-7010

 Re:

Union Pacific Corporation

Registration Statement on Form S-4

Filed October 24, 2013; File Number: 333-191883

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement on Form S-4 (the “S-4”) of Union Pacific Corporation (the
“Company”) relating to $439,192,000 aggregate principal amount of the Company’s 3.646% Notes due 2024 (the “New 2024 Notes”) issuable in exchange for the Company’s existing 3.646% Notes due 2024, which
were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and $700,000,000 aggregate principal amount of the Company’s 4.821% Notes due 2044 (the
“New 2044 Notes” and, together with the New 2024 Notes, the “New Notes”) issuable in exchange for the Company’s existing 4.821% Notes due 2044, which were offered and sold in a transaction exempt from
registration under the Securities Act, on behalf of the Company, I hereby represent that:

 (a) The Company is
registering the New Notes of each series in reliance on the positions enunciated by the staff of the Securities and Exchange Commission (the “Staff”) in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan
Stanley & Co. Inc. (available June 5, 1991) and Shearman & Sterling (available July 2, 1993).

 (b) None of the Company nor any affiliate of the Company has entered into any agreement or understanding with any person to distribute the New Notes of either series.

(c) To the best of the Company’s information and belief, each person participating in an exchange offer is acquiring
the New Notes of a series in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes of such series to be received in the exchange offer.

(d) The Company will make each person participating in each exchange offer aware (through the prospectus included in the S-4 (the “Prospectus”)) that if such person is participating in an exchange offer for the purpose of distributing the New Notes of the applicable series to be acquired in such exchange offer, such person
(i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of
Regulation S-K.

 (e) The Company (i) has not entered into any
arrangement or understanding with any broker-dealer participating in an exchange offer to distribute New Notes of the applicable series to be acquired in such exchange offer, (ii) will make each person
participating in each exchange offer aware (through the Prospectus) that any broker-dealer who holds original notes of a series acquired for its own account as a result of market-making activities or other
trading activities, and who receives New Notes of such series in exchange for such original notes pursuant to an exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act, which may
be the Prospectus so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes of the applicable series held by the broker-dealer), in connection with any resale of such New Notes and (iii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in an
exchange offer the following additional provision: if the exchange offeree is a broker-dealer holding original notes of a series acquired for its own account as a result of market-making activities or other trading activities, an

 United States Securities and Exchange Commission

 December 9, 2013

 Page 2

acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes of such series received in respect of such original
notes pursuant to an exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

 Sincerely,

 /s/ James J. Theisen, Jr.

   Name:

    James J. Theisen, Jr.

   Title:

     Associate General Counsel and

         Assistant Secretary

 cc:     Jonathan A. Koff

           Walter L. Draney

          Timothy S. Dunning

CORRESP
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CORRESPONDENCE

 December 9, 2013

 VIA EDGAR

 Mr. Justin Dobbie

Mr. Donald E. Field

 Division of
Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Union Pacific Corporation (the “Company”)

Registration Statement on Form S-4 Filed October 24, 2013

                  Commission File No. 333-191883

 Dear Mr. Dobbie and Mr. Field:

 On behalf of the Company, in connection with the Registration Statement on Form S-4 filed October 24, 2013, please find enclosed the Company’s response to
the comments of the Staff by correspondence dated November 15, 2013. The comments of the Staff are repeated in italics below, followed by the Company’s response.

 General

 1. We note that you are registering the exchange offers
in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter
(July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offers in reliance on our position contained in these letters and include the representations contained
in the Morgan Stanley and Shearman & Sterling no-action letters.

 Response to Staff Comment

The Company is registering the exchange offers in reliance on the Staff’s positions set forth in Exxon Capital Holdings Corp.
(available April 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991), and Shearman & Sterling (available July 2, 1993). The Company will, prior to effectiveness of the registration
statement, provide a supplemental letter to the Staff in accordance with the aforementioned Staff no-action letters and Staff comments reproduced in this letter.

 Exhibit 5.1

 2. Please have counsel revise the final paragraph of
the opinion to clearly consent to the opinion being filed as an exhibit to the registration statement.

 Response to
Staff Comment

 Counsel has revised the final paragraph of his opinion to clarify the consent to the opinion being filed as
an exhibit to the registration statement. The revised opinion is attached as exhibit 5.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-4, which is filed concurrently herewith.

 Mr. Justin Dobbie

 Mr. Donald E. Field

 December 9, 2013

 Page 2

We appreciate your assistance in reviewing this letter. Please direct any questions or comments to Walter L. Draney at (312) 845-3273
or Jonathan A. Koff at (312) 845-2978, in each case at Chapman and Cutler LLP.

Very truly yours,

 By: /s/ James J. Theisen, Jr.

 James J. Theisen, Jr.

Associate General Counsel

Union Pacific Corporation

 WLD:erk

cc:
    Timothy S. Dunning

    Walter L. Draney

    Jonathan A. Koff

November 15, 2013

Via E -mail
John J. Koraleski
President and Chief Executive Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, NE  68179

Re: Union Pacific Corporation
  Registration Statement on Form S-4
  Filed October 24 , 2013
  File No. 333-191883

Dear Mr. Koraleski :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circums tances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Genera l

1. We note that you are registering the exchange offers in reliance on our position
enunciated in Exxon Capital Holdings Corp., SEC No -Action Letter (April 13, 1988).
See also Morgan Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman
& Sterling, SEC No -Action Letter (July 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplemental letter stating that you are registering
the exchange offers in reliance on our position contained in these letters and include the
representations contained in the Morgan Stanley and Shearman & Sterling no -action
letters.

John J. Koraleski
Union Pacific Corporation
November 15 , 2013
Page 2

 Exhibit 5.1

2. Please have counsel revise the final paragraph of the opinion to clearly consent to the
opinion  being filed  as an exhibit to the registration statem ent.

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 Act of 193 3 and
all applicable Securities  Act rules require.  Since the compan y and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effect ive date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United State s.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to  review any amendment prior to the requested effective date of the
registration statement.

John J. Koraleski
Union Pacific Corporation
November 15 , 2013
Page 3

 Please contact  Donald E. Field  at (202) 551 -3680  or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E-mail
 Jonathan A. Koff, Esq.
 Chapman and Cutler LLP

June 19, 2013

Via Email
Jeffrey P. Totusek
Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, NE  68179

Re: Union Pacific Corporation
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed February 8, 2013
File No. 001 -06075

Dear Mr. Totusek :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all pe rsons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 April 15, 2013

 Via EDGAR Correspondence

 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

Form 10-K for Fiscal Year Ended December 31, 2012

 Filed February 8, 2013

 File No. 001-06075

Dear Mr. Shenk:

 We
respectfully submit the following in response to the comment letter, dated April 3, 2013, addressed to me, Jeffrey P. Totusek, Vice President and Controller of Union Pacific Corporation (the “Company”), regarding the comments of the
Staff of the Securities and Exchange Commission with respect to the Company’s Form 10-K referenced above.

 For the
convenience of the Commission Staff, we reproduce the text of your comment and follow with our response.

 * * * * *

Form 10-K for Fiscal Year Ended December 31, 2012

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 24

1.
We note that fuel charge revenue is not entirely comparable to prior periods since you continue to convert portions of the non-regulated traffic to mileage-based fuel
surcharge programs. To the extent material, please quantify and disclose in future filings the amount associated with changes in the program. For example, distinguish the amount of fuel surcharges resulting from new traffic being subject to the
charge versus changes resulting from rising fuel prices.

 RESPONSE:

 We note your comment and in future filings we will quantify material changes in revenue resulting from the conversion of existing traffic to different fuel surcharge programs and the addition of fuel
surcharge provisions to customer contracts. In addition, we will continue to disclose the primary drivers that affect fuel surcharge revenue. Please note that we have already converted a significant amount of our business to mileage-based fuel
surcharge programs and that fuel surcharge provisions have been added to customer contracts covering the vast majority of our revenue. Therefore, subsequent conversions and contract renegotiations likely will not have a material affect on the
comparability of revenue in future filings.

 * * * * *

As requested in your comment letter, dated April 3, 2013, we acknowledge 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.

 Please feel free to call either me at (402) 544-6262 or Jim Theisen, Associate
General Counsel, at (402) 544-6765 if you should have any questions or further comments.

Sincerely,

/s/ Jeffrey P. Totusek

 Jeffrey P. Totusek

 Vice
President and Controller

 Union Pacific Corporation

cc:
James R. Young

 Chairman, Union
Pacific Corporation

 John J. Koraleski

 President and Chief Executive Officer

 Union Pacific Corporation

Robert M. Knight, Jr.

 Executive Vice President – Finance and Chief Financial Officer

 Union Pacific
Corporation

 Union Pacific Corporation Audit Committee

April 3 , 2013

Via Email
Jeffrey P. Totusek
Chief Financial Officer
Union Pacific Corporation
1400 Douglas Street
Omaha, NE  68179

Re: Union Pacific Corporation
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed February 8, 2013
File No. 001 -06075

Dear Mr. Totusek :

We have reviewed your filing  and have the following comment.  In our comment, 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 s in future filings  and providing any requested information .  If you do not believe
our comment appl ies to your facts and circumstances, plea se tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comment s, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31 , 2012

Management’s Discu ssion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 24

1. We note that fuel charge revenue is not entirely comparable to prior periods since you
continue to convert portions of the non -regulated traffic to mileage -based fuel surcharge
programs.  To the extent material, please quantify and disclose in future filings the
amount associated with changes in the program.  For example, distinguish the amount of
fuel surcharges resulting from new traffic being subject to t he charge versus  changes
resulting from rising fuel prices.

 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 rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Jeffrey P. Totusek
Union Pacific Corporation
April 3 , 2013
Page 2

  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 no t 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 Linda Cvrkel  at 202 - 551-3813
if you have questions regarding the comments  and related matters.  Please contact me at 202 -
551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

April 16, 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 completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initia ted by the Commission or any person under the
federal securities laws of the United States. 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 rules require.

 Sincerely,
   /s/ Lyn Shenk    Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 April 12, 2012

 Via EDGAR Correspondence

 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

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

 Filed February 3, 2012

 File No. 001-06075

Dear Mr. Shenk:

 This
letter is in response to the comment letter, dated April 2, 2012, 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 Form 10-K referenced above.

 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
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 significant, as it represented 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, the operating cash flows reconciliation should separately report all major classes of reconciling items. Please consider this guidance and separately disaggregate
individually significant reconciling items. We also note that your stock-based compensation expense (note 4) is not separately listed as a reconciling item. Please revise accordingly.

 RESPONSE:

 In accordance with ASC Topic 230-10-45-29 and Regulation S-X
Article 4-02, we separately report all major classes of reconciling items that are material and meaningful to an investor’s understanding of our Consolidated Statements of Cash Flows. For each of the last three fiscal years, no individual item
aggregated within Other operating activities, net in our Consolidated Statements of Cash Flows exceeded 10% of cash provided by operating activities. Given that stock-based compensation expense is less than 2% of cash provided by operating
activities, we do not believe that listing this item separately would be material and meaningful to an investor’s understanding of our Consolidated Statements of Cash Flows. We note your comment and we will separately disaggregate individually
significant reconciling items in accordance with the above referenced guidance in future filings, as appropriate.

 Note 14 – Debt,
page 77

2.
In the Debt Exchange section, we note that you had material exchanges of old debt (existing notes) for new debt (new notes) with 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 exchange with the existing unamortized discount and issue costs from the existing notes being 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 exchanges were accomplished without substantially different terms, as the present value of cash flows from the new notes
and the cash consideration paid being less 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 addition, please revise your notes to specifically
discuss the accounting treatment for these transactions based on the appropriate accounting literature relied upon by management.

 RESPONSE:

 Your assumptions regarding the debt exchanges are correct. We treated the referenced transactions as debt exchanges in accordance with ASC Topic 470-50-40-9 and 10 as the cash flow effect on a present
value basis was less than 10%. We note your comment and will expand our disclosure in future filings to include a discussion of the accounting treatment for these transactions based on the appropriate accounting literature relied upon by management.
We propose adding the underlined disclosure in future filings as it relates to the above referenced transactions:

 Debt Exchange –
On June 23, 2011, we exchanged $857 million of various outstanding notes and debentures due between 2013 and 2019 (Existing Notes) for $750 million of 4.163% notes (New Notes) due July 15, 2022, plus cash consideration of approximately
$267 million and $17 million for accrued and unpaid interest on the Existing Notes. In accordance with ASC 470-50-40, Debt-Modifications and Extinguishments-Derecognition, this transaction was accounted for as a debt exchange, as the exchanged
debt instruments are not considered to be substantially different. The cash consideration was recorded as an adjustment to the carrying value of debt, and the balance of the unamortized discount and issue costs from the Existing Notes is being
amortized as an adjustment of interest expense over the term of the New Notes. No gain or loss was recognized as a result of the exchange. Costs related to the debt exchange that were payable to parties other than the debt holders totaled
approximately $6 million and were included in interest expense during the year ended December 31, 2011.

 Note 17 – Commitments
and Contingencies, page 81

3.
 In the 2nd paragraph under Personal Injury, you disclose that the personal injury liability has been discounted 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 accounting treatment appears inconsistent with your disclosure of the uncertainty surrounding the ultimate outcome of personal injury claims. Please advise and clarify
your accounting treatment and revise the disclosures, as applicable. Please also conform the disclosures in the critical accounting policies section (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 five 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 Topic 450-20-S99-1 and revise accordingly.

 RESPONSE:

 While the aggregate amount and timing of cash payments related to our personal injury liabilities are not fixed, we believe they are reliably determinable due to the short duration from incident to final
settlement and the high percentage of asserted claims. Therefore, we believe the liability may be recognized on a discounted basis to reflect the time value of money. We refrained from additional disclosure as it did not seem to add value to the
reader due to the immaterial effect of discounting. However, we acknowledge that disclosing even a narrow range of future costs to settle these claims on a discounted basis may appear inconsistent and make it challenging for readers of our financial
statements to understand our actual expected losses. Therefore, in consideration of your comments, we recognize that it will be more transparent to report undiscounted personal injury liabilities in future filings beginning with our periodic report
on Form 10-Q for the quarter ended March 31, 2012. This will result in an additional pre-tax expense for the quarter ended March 31, 2012 of approximately $11 million. In addition, we will revise our disclosure of personal injury
liabilities, including disclosure of critical accounting policies, to note that our personal injury liabilities are not discounted. We propose including the following disclosure in our Form 10-Q for the quarter ended March 31, 2012 as it
relates to personal injury liabilities:

 Personal Injury – The cost of personal injuries to employees and others related to our
activities is charged to expense based on estimates of the ultimate cost and number of incidents each year. We use an actuarial analysis to measure the expense and liability, including unasserted claims. The Federal Employers’ Liability Act
(FELA) governs compensation for work-related accidents. Under FELA, damages are assessed based on a finding of fault through litigation or out-of-court settlements. We offer a comprehensive variety of services and rehabilitation programs for
employees who are injured at work.

 Our personal injury liability is not discounted to present value. Approximately __% of the recorded
liability related to asserted claims, and approximately __% related to unasserted claims at March 31, 2012. Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to
settle these claims may range from approximately $__million to $__million. We record an accrual at the low end of the range as no amount of loss is more probable than any other. Estimates can vary over time due to evolving trends in litigation.

 * * * * *

 As requested in your comment letter, dated April 2, 2012, we acknowledge 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.

 Please feel free to call either me at (402) 544-6262 or Jim Theisen, Associate General
Counsel, at (402) 544-6765 if you should have any questions or further comments.

Sincerely,

/s/ Jeffrey P. Totusek

Jeffrey P. Totusek

Vice President and Controller

Union Pacific Corporation

cc:

James R. Young

Chairman, Union Pacific Corporation

John J. Koraleski

President and Chief Executive Officer

Union Pacific Corporation

Robert M. Knight, Jr.

Executive Vice President – Finance and Chief Financial Officer

Union Pacific Corporation

Union Pacific Corporation Audit Committee

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 25, 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 completed our review of your filing  and do not have any further
comments at this time.
 Sincerely,

Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

Response letter to SEC

 April 14, 2011

 Via EDGAR Correspondence

 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

 Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 4, 2011

File No. 001-06075

 Dear Mr. Shenk:

 This letter is in response to the comment
letter, dated April 1, 2011, 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 Form 10-K referenced above.

 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, 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 was 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 program has had on operations including whether what portion, if material, of the 20% increase in revenue in 2010

 Lyn Shenk, Branch Chief

Securities and Exchange Commission

 April 14, 2011

  Page
 2

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.

 RESPONSE:

 During the first quarter of 2010, the Company entered into a Settlement and Termination Agreement (Agreement) with CSX Intermodal, Inc. (CSXI). Pursuant to the Agreement, the Company made a one-time
payment of $45 million to terminate a rail transportation agreement and related agreements that were entered into in 1996 and subsequently amended. Under the terminated rail transportation agreement, CSXI was allowed to ship goods on specified
Company lines at specified contractual rates.

 Also in the first quarter of 2010, the Company and CSXI
established a new domestic interline container program called “UMAX” in order to enhance the transportation services available to intermodal customers. Under the UMAX program, the Company and CSXI combine their intermodal services to
interline customers who use one of the UMAX intermodal containers provided by the Company or CSXI. Under the terms of the UMAX program, each carrier establishes transportation rates for its respective services offered to intermodal customers.

 Intermodal revenues include UMAX-related revenues and are discussed in Management’s Discussion and
Analysis of Financial Condition and Results of Operations of our 2010 Form 10-K (MD&A). UMAX-related revenues represent approximately 3% of total operating revenues for 2010 and contributed less than 1% to the 20% increase in total operating
revenues for the year. While the implementation of the UMAX program improves the service offerings available to our intermodal customers, the increase in intermodal revenues in 2010 as discussed in the MD&A was driven by volume growth from
improved economic conditions, higher fuel prices and pricing gains.

 We note your comment and if material
increases in revenues result from the introduction of new products or services, we will include a narrative discussion of the impact on revenues in future filings on Form 10-Q and Form 10-K, as appropriate.

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 in each reporting period.

 Lyn Shenk, Branch Chief

Securities and Exchange Commission

 April 14, 2011

  Page
 3

 RESPONSE:

We note your comment and will expand the “Properties” footnote to include the amount of repairs and maintenance
expense that has been incurred in each reporting period in future filings on Form 10-K.

 * * * * *

As requested in your comment letter, dated April 1, 2011, we acknowledge 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.

 Please feel free to call either me at (402) 544-6262 or Jim
Theisen, Associate General Counsel, at (402) 544-6765 if you should have any questions or further comments.

 Sincerely,

 /s/ Jeffrey P. Totusek

 Jeffrey P. Totusek

 Vice President and Controller

 Union Pacific Corporation

cc:
 James R. Young

 Chairman, President and Chief Executive Officer

 Union Pacific
Corporation

 Robert M. Knight, Jr.

Executive Vice President-Finance and Chief Financial Officer

Union Pacific Corporation

 Union Pacific Corporation Audit Committee

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

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Correspondence

 [UNION
PACIFIC CORPORATION LETTERHEAD]

 November 10, 2010

VIA EDGAR AND FACSIMILE

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Union Pacific Corporation

(Registration No. 333-170216)

 Ladies and Gentlemen:

 The undersigned registrant, Union Pacific Corporation (the
“Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby respectfully
requests that the Commission grant acceleration of the effectiveness of the Registration Statement on Form S-4 filed October 29, 2010, so that the same may become effective by 10:00 a.m., Washington, D.C. time, on Monday, November 15,
2010, or as soon as practicable thereafter.

 The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

Union Pacific Corporation

By:

 /s/ James J. Theisen, Jr.

Name:

James J. Theisen, Jr.

Title:

 Associate General Counsel and

Assistant Secretary

CORRESP
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Correspondence

 November 9, 2010

 VIA EDGAR

 Mr. Justin Dobbie

 Ms. Sonia Bednarowski

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

Union Pacific Corporation (the “Company”)

Registration Statement on Form S-4 Filed October 29, 2010

Commission File No. 333-170216

 Dear Mr. Dobbie and Ms. Bednarowski:

 On behalf of the Company, in
connection with the Registration Statement on Form S-4 filed October 29, 2010, please find enclosed the Company’s response to the comments of the Staff by correspondence dated November 8, 2010. The comments of the Staff are repeated
in italics below, followed by the Company’s response.

 Supplemental Letter

1. We note that you are registering 5.78% Notes due 2040 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC
No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us
with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

 Response to Staff Comment

 The Company is registering the exchange offer in reliance on the Staff’s positions set forth in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan Stanley & Co.
Inc. (available June 5, 1991), and Shearman & Sterling (available July 2, 1993). The Company will,

 Mr. Justin Dobbie

 Ms. Sonia Bednarowski

 November 9, 2010

  Page
 2

prior to effectiveness of the registration statement, provide a supplemental letter to the Staff in accordance with the aforementioned Staff no-action letters and Staff comments reproduced in
this letter.

 We appreciate your assistance in reviewing this letter. Please direct any questions or comments to Walter L.
Draney at (312) 845-3273 or Jonathan A. Koff at (312) 845-2978, in each case at Chapman and Cutler LLP.

Very truly yours,

By:

 /s/ James J. Theisen, Jr.

Name:

James J. Theisen, Jr.

Title:

Associate General Counsel and

Assistant Secretary

WLD:erk

cc:

Timothy S. Dunning

Walter L. Draney

Jonathan A. Koff

CORRESP
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Correspondence

 [UNION PACIFIC CORPORATION
LETTERHEAD]

 November 9, 2010

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:

Union Pacific Corporation

Registration Statement on Form S-4

Filed October 29, 2010; File Number: 333-170216

 Ladies and Gentlemen:

 In connection with the above-referenced Registration
Statement on Form S-4 (the “S-4”) of Union Pacific Corporation (the “Company”) relating to $375,900,000 aggregate principal amount of the Company’s 5.78% Notes due 2040 (the “New Notes”)
issuable in exchange for the Company’s existing 5.78% Notes due 2040, which were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of the
Company, I hereby represent that:

 (a) The Company is registering the New Notes in reliance on the positions
enunciated by the staff of the Securities and Exchange Commission (the “Staff”) in Exxon Capital Holdings Corp. (available April 13, 1989), Morgan Stanley & Co. (available June 5, 1991) and Shearman &
Sterling (available July 2, 1993).

 (b) None of the Company nor any affiliate of the Company has entered
into any agreement or understanding with any person to distribute the New Notes.

 (c) To the best of the
Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the
New Notes to be received in the exchange offer.

 (d) The Company will make each person participating in the
exchange offer aware (through the prospectus included in the S-4 (the “Prospectus”)) that if such person is participating in the exchange offer for the purpose of distributing the New Notes to be acquired in the exchange offer, such
person (i) could not rely on the Staff position enunciated in Exxon Capital Holdings Corp. or interpretive letters to similar effect and

 United States Securities and Exchange Commission

November 9, 2010

  Page
 2

(ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a
secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

(e) The Company (i) has not entered into any arrangement or understanding with any broker-dealer participating in the
exchange offer to distribute New Notes to be acquired in the exchange offer, (ii) will make each person participating in the exchange offer aware (through the Prospectus) that any broker-dealer who holds original notes acquired for its own
account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such original notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act, which may be the Prospectus so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes
held by the broker-dealer), in connection with any resale of such New Notes and (iii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the
following additional provision: if the exchange offeree is a broker-dealer holding original notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such original notes pursuant to the exchange offer. The transmittal letter or similar documentation may also include a statement to the
effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Sincerely,

 /s/ James J. Theisen, Jr.

Name:

James J. Theisen, Jr.

Title:

 Associate General Counsel and Assistant Secretary

cc:
Jonathan A. Koff

 Walter L.
Draney

 Timothy S. Dunning

November 8, 2010

James J. Theisen, Jr. Associate General Counsel and Assistant Secretary Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179
Re: Union Pacific Corporation
  Registration Statement on Form S-4
Filed October 29, 2010
  File No. 333-170216

Dear Mr. Theisen:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Supplemental Letter

1. We note that you are registering 5.78% Notes due 2040 in reliance on our position
enunciated in Exxon Capital Holdings Cor p., SEC No-Action Letter (April 13, 1988).
See also  Morgan Stanley & Co. Inc., SEC No-Act ion Letter (June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Shearman & Sterling no-action
letters.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

James J. Theisen, Jr. Union Pacific Corporation November 8, 2010 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any
questions.
Sincerely,

Justin Dobbie Special Counsel
cc: Via facsimile: (312) 516-3273  Walter L. Draney, Esq.  Jonathan A. Koff, Esq.  Chapman and Cutler LLP

Mail Stop 3561
        January 20, 2010   Robert M. Knight, Jr. Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179

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. Knight:
  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,            L y n  S h e n k          B r a n c h  C h i e f

Mail Stop 3561
        October 30, 2009   Robert M. Knight, Jr. Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179

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. Knight:

We have reviewed your Septembe r 29, 2009 correspondence and have the
following comments.  We ask you to revise futu re filings in response to some of these
comments.  If you disagree, we will consider  your explanation as to why a revision is
unnecessary.  Please be as detaile d as necessary in your explanation.  We also ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.

Form 10-K:  For the fiscal  year ended December 31, 2008

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Liquidity and Capital Resources

 Investing Activities, page 38

1. Refer to your response to our prior comment  number 4.  You state that the table
on page 38 of your Form 10-K for the fi scal year ended December 31, 2008 is
designed to show how you ma nage your capital programs.  However, we believe
that your table would be more meaningful to the readers of your financial statements if it was supplemented by a dditional tabular disc losure and/or a
narrative discussion of (i) the number of track miles of rail replaced, (ii) the

Union Pacific Corporation
October 30, 2009
Page 2

number of crossties replaced, (iii) the number of new tr ack miles of rail installed,
(iv) the number of new cro ssties installed, (v) the number of track miles of rail
resurfaced, and (vi) any additional informa tion that would allow readers to further
analyze the factors contributing to the fluc tuations in your capital expenditures.
In this regard, also consid er expanding the tabular disc losure currently presented
on page 38 to separately quantify your capital expenditures related to the
replacement of rail, the replacement of tie s, resurfacing activities, and any other
significant activities related to the re placement or renewal of your existing
depreciable road assets and/or infras tructure.  Please provide your proposed
expanded disclosure as part of your response.

Critical Accounting Policies
 Property and Depreciation, page 49

2. Please refer to your response to our pr ior comment number 3.  We note that you
do not recognize a gain or loss upon the normal retirement (or replacement) of
depreciable rail property accounted for pursuant to the group method of
depreciation, as you assume that, on average,  such assets are fu lly depreciated at
the time that they are retired.  Howeve r, we note that your response does not (i)
explain how you distinguish between normal and abnormal retirements of your depreciable rail assets or (ii) discuss your accounting treatment for abnormal retirements.  In this regard, while it a ppears reasonable for you to characterize the
replacements of depreciable rail assets  that have reached or exceeded their
expected service lives as normal retiremen ts, it is not clear from your response or
your disclosure how you determine the appropriate characterization for replacements of depreciable rail assets that  occur prior to the end of such assets’
expected service lives.  More specifi cally, it appears that circumstances could
exist for which it would be appropriate to evaluate whether the replacement of
depreciable rail assets prior to the end of their expected service lives reflects or
suggests an abnormal retirement.  Gi ven that it is inherent under group
depreciation that a significan t portion of your depreciable rail assets will not reach
their expected service lives prior to reti rement (e.g., per your response, 45 percent
of the depreciable rail assets that you retired in fiscal year 2008 did not reach their
expected service lives), we believe that it is importan t for you to disclose how you
evaluate whether premature asset replacem ents should be characterized as normal
or abnormal retirements.  Furthermore, we believe that your accounting policy regarding property and depreciation shoul d specifically address the accounting
treatment applied to abnormal retirements.  Please expand the disclosure in the “Critical Accounting Policies” section of MD&A and the footnotes to your
financial statements, as appropriate.  In addition, please provide your proposed
expanded disclosure as part of your response.
3. Per your response to our prior comment number 3, you assume that, on average, your company’s rail property is fully depreciated upon normal retirement.  We

Union Pacific Corporation
October 30, 2009
Page 3

note that the validity of your assumpti on depends upon the accuracy of (i) your
estimated service lives for each of your ra il categories (i.e., measured in millions
of ton-miles per mile) and (ii) your composite depreciation rates for your
company’s other depreciable rail property  – both of which are determined based
upon your depreciation studies.  Given (a) the complexity of your depreciation
studies, (b) the significant estimates, significant assumptions, and degree of judgment required to perform your deprecia tion studies, and (c) the impact of the
results of your depreciation studies on your estimated asset lives and reported
operating performance, we believe that your disclosure regarding “property and
depreciation” in the “Critic al Accounting Policies” s ection of MD&A should be
expanded to include a detaile d discussion of the material uncertainties associated
with your depreciation studies.  In this regard, please expand your disclosure to
discuss information including, but not limited to, the following:

• the manner in which your deprec iation studies are performed;
• factors that could cause vari ability in the resu lts of your depreciation studies or
the estimated asset service lives deri ved from your depreciation studies;
• the nature of any material assumptions or estimates either included in your depreciation studies or requi red to derive the estimated asset service lives from
your depreciation studies;
• the sources of the information incor porated into your de preciation studies,
including the underlying ba sis for any material assu mptions and/or estimates;
• the reasons why the estimates and assumptions incorporated in your
depreciation studies, as we ll as the estimated depreciable lives derived from
your depreciation studies, are subject to change;
• the accuracy of your estimates of the servic e lives of your depreciable rail assets
in the past – including a discussion and/or quantifica tion of specific adjustments
that you have made to your composite rates or estimated depreciable lives, the factors that you believe c ontributed in such adjustments, and the expected
impact of current adjustments on your  reported depreciati on expense; and
• whether the estimated service lives applied to your depreciable rail assets are reasonably likely to change in the fu ture, including a discussion of any known
factors that are expect ed to impact your estimates or the underlying
assumptions.

For further guidance, please refer to Section V of our interpretive release
“Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations,” which is available on our website at http://www.sec.gov/rules/interp/33-8350.htm
.  Please provide your proposed
expanded disclosure as part of your response.
4. We have reviewed your response to our prior comment number 4, as well as the
proposed disclosure provided as part of your response to our prior comment
number 5.  However, we do not believe that your proposed disclosure fully

Union Pacific Corporation
October 30, 2009
Page 4

explains the significance of the assumpti ons and degree of unc ertainty underlying
your estimates of the historical installati on costs of your replaced road assets.
Based upon your response to our prior co mment number 4, we note that it is
impractical for you to track the original in stallation costs of the individual assets
that comprise the asset groups that you use for depreciation purposes.  As such, it
appears that upon the retirement of ro ad assets, you estimate those assets’
historical installation costs using information such as (i) the current replacement
cost, (ii) the average age at which your assets are retired based upon your
depreciation studies, and (iii ) the Bureau of Labor Statis tics’ inflation indices for
the most significant asset components (e.g., steel and labor indices are used for
rail).  Given the nature of the assump tions and degree of judgment required to
estimate the historical installation cost of road assets that are replaced, as well as
the significance of your rail replaceme nt activities, we believe that the
uncertainties related to your estimate s should be discusse d in the “Critical
Accounting Policies” section of your MD&A in significan tly greater detail.  In
this regard, please expand your MD&A disclosure to provide a detailed discussion
of the assumptions and variability attributab le to your historical  cost estimates.
Please provide your proposed expanded di sclosure as part of your response.
 Item 8. Financial Statements and Supplementary Data

 Notes to the Consolidated Financial Statements

Note 9. Properties

Property and Depreciation, page 76
5. For each of your last three fiscal years,  please tell us the amount of costs
capitalized for the replacement of de preciable rail property that was not
contemplated in your original capital program for the respective fiscal year.
6. We have reviewed your response to our prior comment number 5, as well as your
proposed revisions to your footnote disclosure.  However, we believe that your proposed disclosure should be expanded  further to disclose the approximate
percentage of your rail (i.e., based upon gro ss capitalized costs) that is located in
high-density corridors, and therefore, depreciated pursuant to the unit of
production method.  In addition, we believe  that you should further clarify for
readers that the expected service life of  your rail located in high-density corridors
differs depending upon the category of rail, which is determined based upon rail
weight, rail condition (e.g., new or se condhand), and rail characteristics (e.g.,
tangent or curve).  Finally, if the expected  service lives of your nine categories of
rail located in high-densit y corridor differ significan tly from one another, we
believe that it may be meaningful to disclo se the related range of expected service
lives or composite depreciation rates, in addition to your current disclosure of the
weighted-average composite rate for all rail.  Please provide your proposed

Union Pacific Corporation
October 30, 2009
Page 5

expanded disclosure as part of your response.
7. Refer to your response to our prior comme nt number 7.  In your response, you
quote the Accounting Research Manager’s guidance, which states that “costs
should be capitalized when they appreci ably extend the life … of the property,
and should be expensed when they do not.”  In addition, you define an extension
of life as an expenditure that results in  future economic benefits by enabling the
use of an asset beyond its current estimated useful life.  Based upon your definition of an extension of life, as  well as your accounting policy, we do not
concur with your conclusion that the costs attributable to rail grinding qualify for
capitalization.  We not e from your response that you ha ve capitalized rail grinding
costs because you believe that the grindi ng is a replacement al ternative, rather
than the maintenance of depreciable rail  assets.  However, we note that rail
grinding does not enable you to use your existing rail beyond its current estimated
useful life, which would be the period over which you depreciate your rail.  More
specifically, you state in your response that  rail grinding has been factored into
the estimated service lives of your rail.   As such, grinding appears to be a
maintenance activity that is required for your rates of depreciation to be accurate.
Therefore, the capitalization of rail gri nding costs does not app ear to comply with
the criteria established by your own account ing policy.  Furthermore, pursuant to
footnote 10 to SFAS No. 142, f actoring grinding into the estimated life of your
rail would only appear appr opriate if grinding were deemed to be a maintenance
activity (i.e., not a capitalizable enhancement).

In addition, you state that you capitalize costs attributable to rail grinding because you believe that the grinding allows you to  operate at higher speeds and maintain
a more fluid system, which increases your capacity.  In this regard, you have cited
improvements in rail profile, rail surface, a nd rail shape as examples of the direct
benefits obtained from grinding.  However,  it appears that th e benefits which you
believe are achieved through ra il grinding merely reflect the return of rail to its
original condition, as opposed to enhan cements above the original capacity,
safety, or functionality of your rail.  We believe the accounting literature related
to costs that extend the life, increase the capacity, or improve the safety or
efficiency of property requi res the condition of the prope rty to be improved after
the costs are incurred as compared w ith the condition of that property when
originally constructed or ac quired.  In this regard, refe r to paragraph 1 of EITF
90-8.  Also, refer to example 2 of Exhibit 90-8A to EITF 90-8, as the
circumstances described in the example a ppear to be analogous to rail grinding.
Based upon the information and accounting l iterature cited ab ove, rail grinding
appears to be a normal repair and maintenance activity.

Furthermore, it appears that the capitaliza tion of rail grinding costs could result in
the overstatement of depreciab le rail assets on your balan ce sheet.  In this regard,
we note that you grind certain of your rail  lines multiple times within an annual

Union Pacific Corporation
October 30, 2009 Page 6

period.  However, the costs attributable to grinding are grouped with rail for
depreciation purposes.  As such, it app ears that grinding costs are depreciated
over a period of time that extends well be yond the period of asso ciated benefits.
In addition, based upon your response to our prior comment number 4, it does not
appear that your accumulated grinding costs are contemplated in your estimates of
the historical rail installa tion costs that should be ch arged to fixed assets and
accumulated depreciation upon rail retirement.  Therefore, it is unclear to us when
and how grinding costs are appropriately retired.

Based upon the observations noted above, we believe that you should expense
costs attributable to rail grinding as normal maintenance as incurred.  We also
believe that you should re-evaluate whethe r the costs associated with all other
activities that are required to maintain the condi tion of your depreciable road
assets through the end of their expected  lives qualify for capitalization.
8. Refer to your response to our prior comment  number 7.  We note that track lining
projects involve the addition of ballast to existing track structure to comply with
Federal Railroad Administ ration track standards.  We note further that you
capitalize the costs attributable to trac k lining as you believe that the replacement
of deteriorated, buried, and shifted ballast reflects both the installment of a new
asset and the retirement of an old asset.  In this regard, please clarify for us
whether the historical cost of  ballast that is replaced as part of your track lining
projects is removed from

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Correspondence

 January 11, 2010

 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 October 30, 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 September 29, 2009 correspondence. In addition, this letter reflects responses to
various telephonic discussions with the Staff.

 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 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources

 Investing Activities, page 38

1.
 Refer to your response to our prior comment number 4. You state that the table on page 38 of your Form 10-K for the fiscal year ended
December 31, 2008 is designed to show how you manage your capital programs. However, we believe that your table would be more meaningful to the readers of your financial statements if it was supplemented by

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 January 11, 2010

  Page
 2

 additional tabular disclosure and/or a narrative discussion of (i) the number of track miles of rail replaced, (ii) the number of
crossties replaced, (iii) the number of new track miles of rail installed, (iv) the number of new crossties installed, (v) the number of track miles of rail resurfaced, and (vi) any additional information that would allow readers
to further analyze the factors contributing to the fluctuations in your capital expenditures. In this regard, also consider expanding the tabular disclosure currently presented on page 38 to separately quantify your capital expenditures related to
the replacement of rail, the replacement of ties, resurfacing activities, and any other significant activities related to the replacement or renewal of your existing depreciable road assets and/or infrastructure. Please provide your proposed
expanded disclosure as part of your response.

 RESPONSE:

 We note your comment and will revise our future filings on Form 10-K to provide additional detail regarding our cash capital
expenditures. Although you requested that we report both the number of crossties replaced and the number of new crossties installed, we propose reporting only the number of new crossties installed because this number includes crosstie replacements.
The tables presented below and on the following page will replace the table that was previously included in the Liquidity and Capital Resources – Investing Activities section of the MD&A of our Form 10-K filings.

 The tables below detail cash capital investments (including capital leases) and track statistics for the years ended
December 31, 2008, 2007, and 2006:

Millions of Dollars

2008

2007

2006

 Rail

$
646

$
628

$
574

 Ties

425

404

398

 Ballast

243

206

183

 Other [a]

386

355

332

 Total road infrastructure replacements

1,700

1,593

1,487

 Line expansion and other capacity projects

488

419

350

 Commercial facilities

254

115

160

 Total capacity projects and commercial facilities

742

534

510

 Locomotives and freight cars

164

263

135

 Technology and other

174

106

110

 Total cash capital investments

$
2,780

$
2,496

$
2,242

 [a] Other includes bridges and tunnels, signals, and other road assets

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 January 11, 2010

  Page
 3

2008

2007

2006

 Track miles of rail replaced

810

877

866

 Track miles of rail capacity expansion

118

79

127

 New crossties installed (thousands)

4,599

4,267

4,573

 Miles of track surfaced

11,369

12,495

8,239

 Critical Accounting Policies

 Property and Depreciation, page 49

2.
 Please refer to your response to our prior comment number 3. We note that you do not recognize a gain or loss upon the normal retirement (or
replacement) of depreciable rail property accounted for pursuant to the group method of depreciation, as you assume that, on average, such assets are fully depreciated at the time they are retired. However, we note that your response does not
(i) explain how you distinguish between normal and abnormal retirements of your depreciable rail assets or (ii) discuss your accounting treatment for abnormal retirements. In this regard, while it appears reasonable for you to characterize
the replacements of depreciable rail assets that have reached or exceeded their expected service lives as normal retirements, it is not clear from your response or your disclosure how you determine the appropriate characterization for replacements
of depreciable rail assets that occur prior to the end of such assets’ expected service lives. More specifically, it appears that circumstances could exist for which it would be appropriate to evaluate whether the replacement of depreciable
rail assets prior to the end of their expected service lives reflects or suggests an abnormal retirement. Given that it is inherent under group depreciation that a significant portion of your depreciable rail assets will not reach their expected
service lives prior to retirement (e.g., per your response, 45 percent of the depreciable rail assets that you retired in fiscal year 2008 did not reach their expected service lives), we believe that it is important for you to disclose how you
evaluate whether premature asset replacements should be characterized as normal or abnormal retirements. Furthermore, we believe that your accounting policy regarding property and depreciation should specifically address the accounting treatment
applied to abnormal retirements. Please expand the disclosure in the “Critical Accounting Policies” section of MD&A and the footnotes to your financial statements, as appropriate. In addition, please provide your proposed expanded
disclosure as part of your response.

 RESPONSE:

 In the Overview of Group Depreciation provided in our response to your August 31, 2009 comment letter, we noted that the
calculation of depreciation expense for large groups of assets requires 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.

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 January 11, 2010

  Page
 4

 That is, despite the fact that the assets in the group are homogeneous, they experience
lives that are dispersed over a range.1 This range can be
wide for multiple reasons including physical factors (e.g., wear and tear, decay or deterioration), functional factors (e.g., obsolescence, changes in technology, changes in demand, or requirements of public authorities), and contingent factors
(e.g., accidents/casualties or severe weather conditions). One of the major advantages of the group depreciation method is that it deals effectively with dispersions in asset lives, which are the focus of periodic depreciation studies. The life
studies use actuarially-based methods to analyze asset retirements and, in turn, to compute the average life of the property (i.e., the estimated service life). Because the estimated service life represents the mean, it should be expected that 50
percent of the assets in a group are retired prior to reaching their estimated service life and 50 percent retired after. We previously indicated that 45 percent of the depreciable rail assets that we retired in fiscal year 2008 did not reach their
expected service lives. This does not imply that we may have had “premature asset replacements”, but rather that our retirement experience may indicate that a change in the estimated useful life was warranted.

 Although the group method of depreciation does not recognize gains or losses on normal retirements or replacements of
depreciable property, the group method provides for adjustments to earnings in the event of abnormal retirements. The 2007 PricewaterhouseCoopers accounting guide for the rail industry states that, “These occurrences, which result in a gain or
loss, have been relatively rare historically and usually include significant line and equipment sales.” With respect to our policy, we define a retirement as abnormal if it meets each of the following three conditions: (i) is unusual,
(ii) is material in amount, and (iii) varies significantly from the retirement profile identified through our depreciation studies. When assessing materiality, we consider all relevant facts and circumstances, including the significance of
a retirement to our financial statements, in making our determination.

 We note your comment and propose
including the following in the Critical Accounting Policies section of the MD&A of future Form 10-K filings:

 Property and Depreciation – Our railroad operations are highly capital intensive and our large base of homogeneous, network-type assets turns over on a continuous basis. Each year we develop a capital program for the replacement
of assets and for the acquisition or construction of assets that enable us to enhance our operations or provide new service offerings to customers. Assets purchased or constructed throughout the year are capitalized if they meet applicable minimum
units of property criteria. Properties and equipment are carried at cost and are depreciated on a straight-line basis over their estimated service lives, which are measured in years except for rail in high-density traffic corridors (i.e., all rail
lines except for those subject to abandonment, yard and switching tracks, and electronic yards), which are measured in millions of gross tons per mile of

1
 William M. Stout, P.E., 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

 January 11, 2010

  Page
 5

track. We use the group method of depreciation in which all items with similar characteristics, use, and expected life are grouped together in asset classes, and are depreciated using composite
depreciation rates. The group method of depreciation treats each asset class as a pool of resources, not as singular items. We currently have more than 60 depreciable asset classes, and we may increase or decrease the number of asset classes due to
changes in technology, asset strategies, or other factors.

 We determine the estimated service lives of
depreciable railroad property by means of depreciation studies. We perform depreciation studies at least every three years for equipment and every six years for track assets (i.e., rail and other track material, ties, and ballast) and other roadway
property. Our depreciation studies take into account the following factors:

•

 statistical analysis of historical patterns of use and retirements of each of our asset classes;

•

 evaluation of any expected changes in current operations and the outlook for continued use of the assets;

•

 evaluation of technological advances and changes to maintenance practices; and

•

 expected salvage to be received upon retirement.

 For rail in high-density traffic corridors, we measure estimated service lives in millions of gross tons per mile of track. It has been our experience that the lives of rail in
high-density traffic corridors are closely correlated to usage (i.e., the amount of weight carried over the rail). The service lives also vary based on rail weight, rail condition, (e.g., new or secondhand), and rail type (e.g., straight or curve).
Our depreciation studies for rail in high density traffic corridors consider each of these factors in determining the estimated service lives. For rail in high-density traffic corridors, we calculate depreciation rates annually by dividing the
number of gross ton-miles carried over the rail (i.e., the weight of loaded and empty freight cars, locomotives and maintenance of way equipment transported over the rail) by the estimated service lives of the rail measured in millions of gross tons
per mile. Rail in high-density traffic corridors accounts for approximately 70 percent of the historical cost of rail and other track material. Based on the number of gross ton-miles carried over our rail in high density traffic corridors during
2009, the estimated service lives of the majority of this rail ranged from 14 years to 30 years. For all other depreciable assets, we compute depreciation based on the estimated service lives of our assets as determined from the analysis of our
depreciation studies. Changes in the estimated service lives of our assets and their related depreciation rates are implemented prospectively.

 Estimated service lives of depreciable railroad property may vary over time due to changes in physical use, technology, asset strategies, and other factors that will have an impact on the retirement
profiles of our assets. We are not aware of any specific factors that are reasonably likely to significantly change the estimated service lives of our assets.

 Lyn Shenk, Branch Chief

 Securities and Exchange Commission

 January 11, 2010

  Page
 6

 Actual use and retirement of our assets may vary from our current
estimates, which would impact the amount of depreciation expense recognized in future periods.

 Changes in
estimated useful lives of our assets due to the results of our depreciation studies could significantly impact future periods’ depreciation expense and have a material impact on our Consolidated Financial Statements. If the estimated useful
lives of all depreciable assets were increased by one year, annual depreciation expense would decrease by approximately $48 million. If the estimated useful lives of all depreciable assets were decreased by one year, annual depreciation expense
would increase by approximately $52 million. Our recent depreciation studies have resulted in changes in depreciation rates for some asset classes, which did not significantly affect our annual depreciation expense.

 Under group depreciation, the historical cost (net of salvage) of depreciable property that is retired or replaced in the
ordinary course of business is charged to accumulated depreciation and no gain or loss is recognized. The historical cost of certain track assets is estimated using (i) inflation indices published by the Bureau of Labor Statistics and
(ii) the estimated useful life of the assets as determined by our depreciation studies. The indices were selected because they closely correlate with the major costs of the properties comprising the applicable track asset classes. Because of
the number of estimates inherent in the depreciation and retirement processes and because it is impossible to precisely estimate each of these variables until a group of property is completely retired, we continually monitor the estimated service
lives of our assets and the accumulated depreciation associated with each asset class to ensure our depreciation rates are appropriate.

 For retirements of depreciable railroad properties that do not occur in the normal course of business, a gain or loss may be recognized if the retirement meets each of the following three conditions:
(i) is unusual, (ii) is material in amount, and (iii)

CORRESP
1
filename1.htm

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

Mail Stop 3561
        August 31, 2009   Robert M. Knight, Jr. Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179

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. Knight:

We have reviewed your August 10, 2009 correspondence and have the following
comments.  We ask you to revise future filings  in response to some of these comments.
If you disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.  We also ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this 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 have reviewed your response to our prior comment number 2.  However, we
continue to believe that your May 2 8, 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 changes 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 afor ementioned financial statements.  Please
revise the consolidated statement of  financial condition and consolidated

Union Pacific Corporation
August 31, 2009
Page 2

statements of changes in common sharehol ders’ equity includ ed in your future
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 accoun ting for purposes of reporting in your
Annual Reports on Form R-1.  You state fu rther 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 Re ports on Form R-1, your depreciation
studies, your units of property, and your proposed depreciation rates.  Furthermore, it remains unclear to us how and why the STB’s guidance, oversight, and reviews impact both your fi nancial results an d aspects of your
accounting under U.S. GAAP.  In this regard, please describe for us (i) the nature of the STB’s regulatory authority – incl uding 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 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.
3. Refer to your response to our prior comme nt 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 fi xed 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 th e length of time that
your depreciable rail assets have been in se rvice 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.
4. In addition, given that your depreciabl e rail property is grouped for accounting
purposes, it remains unclear to us how you determine the gross cost that should be
credited against your fixed asset acc ount and debited against accumulated
depreciation upon the retirement or replacement of such property.  Furthermore, it is unclear to us why track capital expenditures of approximately $1.7 billion in fiscal year 2008 (as disclosed on page 38 of MD&A) would result in an increase
of approximately $1.5 billion in the aggreg ate gross carrying value of your track

Union Pacific Corporation
August 31, 2009
Page 3

assets (i.e., your rail an d other track material, ti es, and ballast), if the gross
carrying value of track assets that were  replaced was credited against your fixed
asset account and debited against your accu mulated depreciation account.  In this
regard, please tell us how you track or es timate the amount that should be written-
off from your gross fixed asset acco unt and your accumulated depreciation
account upon the replacement or retiremen t of depreciable rail property.  In
addition, tell us the amount written off fr om those accounts during each of the last
three fiscal years due to the replacement of depreciable rail pr operty.  In order to
facilitate a better understanding of both your  disclosure and your response, please
provide us with a schedule that reco nciles between the beginning and ending
gross carrying values of your track assets fo r each of the last three fiscal years.
5. Per your response to our prior comment number 6, you use the unit of production
method to depreciate rail in  high-density traffic corrido rs, as it has been your
experience that the life of rail in such corridors is closel y correlated to usage.  In
addition, we note from your response to our  prior comment number 8 that rail and
other track material in high-density tra ffic corridors accounts  for approximately
$8 billion, or 70%, of the $11.4 billion tota l gross book value attributable to your
rail and other track material assets.  Under the unit of production depreciation
method, it appears that the annual deprecia tion expensed for rail located in high-
density traffic corridors is based upon the ratio of calculated gross-ton miles
carried over the rail to the estimated service life of the rail (measured in millions
of gross tons per mile).  However, in Note  9 to your financial statements for fiscal
year ended December 31, 2008, you have disclosed an average composite
depreciation rate for rail  and other track material and only provided limited
disclosure related to your use of the unit of production method of depreciation.
Given the significance of the gross capitaliz ed costs associated with rail and other
track material located in hi gh-density traffic corridors, as compared to the gross
capitalized costs attributable to the re mainder of your track, please expand your
disclosure in both Footnote  9 to your financial stat ements and the “Critical
Accounting Policies” secti on of your MD&A to discu ss your application of the
unit of production method of depreciation in  substantially greater detail.  Please
provide us with a copy of your inte nded revised disclosure.
6. Please tell us whether non-rail road asse ts (e.g., ties and ballas t) located in high-
density traffic corridors require more frequent replacement than non-rail road
assets located elsewhere.  If  so, please tell us how the shorter expected useful life
of such assets has been incorporated  into your depreciation policy and/or
composite depreciation rates.
7. We have reviewed your response to our prior comment number 7.  However, we
do not believe that you have adequately addressed our prior comment.  In this
regard, please specifically and separately tell us how you define an extension of
life, an improvement in safety, and an improvement in operating efficiency for
your depreciable rail assets.  As part of your response,  also specifically discuss

Union Pacific Corporation
August 31, 2009
Page 4

how you determine whether the replacement of a “unit of property,” as well as
other activities required for the mainte nance of your depreciable rail property
(e.g., track grinding, track undercutti ng, and track lining), meet the
aforementioned criteria.

Form 10-Q:  For the quarter ly period ended March 31, 2009

Item 1. Condensed Consolidated Financial Statements

Notes to the Condensed Conso lidated Financial Statements
 10. Properties, page 14

8. Please refer to your response to our prior comment number 8.  Based upon your
response, it appears that the rail in your high-density traffic corridors was divided
among nine categories for purposes of co mpleting your most recent depreciable
rail service life study.  In th is regard, please tell us (i) whether the rail located in
your high-density traffic corri dors is grouped into the sa me nine categories for
purposes of estimating and recognizing annual depreciation expense in your
financial statements and (ii) whether each  rail category has been assigned its own
service life for purposes of applying your  unit of production de preciation method.
If each category of rail has been assigned its own service life and/or composite depreciation rate, please consider disclo sing the range of service lives and/or
composite depreciation rates applied to your depreciable rail assets.
Alternatively, if various rail categories have been aggregated for purposes of
estimating annual depreciation expense, pl ease describe for us in detail (a) the
criteria or basis that you have used to aggregate those rail categories and (b) why
you believe that aggrega tion is appropriate.
9. Refer to your response to our prior comme nt number 8.  You state that based upon
your most recent service life study for ra il property in high-density traffic
corridors, you determined that new
 heavy-weight tangent ra il had a significantly
longer estimated life than in the past.  In  this regard, we note that at December 31,
2008, new heavy-weight tangent rail account ed for approximately 48% of rail
miles and approximately 56% of the total cost of rail in your high-density traffic
corridors. You state further that your most recent service life study also
determined that the estimated service lives  of other types of rail had increased;
although, it is not clear (i) wh ether the increases in the service lives of the other
types of rail were as significant as th at experienced by new heavy-weight tangent
rail or (ii) whether the other types of rail that were determined to have an
increased estimated useful life compri se a significant pe rcentage of your
remaining track miles or capit alized costs.  Given the af orementioned facts, please
clarify for us whether the change in the rail and other track materials composite
depreciation rate disclosed in the quar ter ended March 31, 2009 resulted from the
selection of a longer estimat ed depreciable life for your new heavy-weight tangent

Union Pacific Corporation
August 31, 2009 Page 5

rail or for all types of rail.  If the in crease in the estimated service life of your new

heavy-weight tangent rail was applied to  all types of rail,  including old heavy-
weight and non-heavy weight , please explain in detail  why you believe that your
accounting treatment was appropriate.

********

 You may contact Jeffrey Sears at 202-551-3302 with any questions.  You may also contact me at 202-551-3380.
Sincerely,

Lyn Shenk Branch Chief

Mail Stop 3561
        July 29, 2009   Robert M. Knight, Jr. Chief Financial Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179

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. Knight:

We have reviewed the above referenced filings and have the following comments.
We ask you to revise future filings in response to some of these comments.  If you disagree, we will consider your explanation as to why a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
  The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this 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

Union Pacific Corporation
July 29, 2009
Page 2

in the footnotes to your fina ncial 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 paragr aphs 19 through 22 of SFAS No. 115 and
paragraph 20 of APB Opinion No. 18, as a pplicable.  Furthermore, to the extent
that your investments are measured at fair value, please expand your footnote
regarding fair value measurements (e.g., No te 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.
2. We note that your consolidated stat ement 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 disclo sure on the face of the aforementioned
financial statements to refl ect your stock split.  Alte rnatively, tell us why you do
not believe that such revisions are necessa ry.  Refer to SAB Topic 4:C for further
guidance.
 Notes to the Consolidated Financial Statements

 Note 1. Nature of Operations and Si gnificant 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 w ith Canada’s rail sy stems.  Given the
aforementioned observations, please expa nd your discussion of “Operations and
Segmentation” in Note 1 to disclose the amount of revenue from external
customers that is attributable to fore ign countries, as well as your basis for
attributing revenues from ex ternal customers to indivi dual countries.  Refer to
paragraph 38(a) of SFAS No. 131 for further guidance.
 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 fina ncial results and certa in aspects of your
accounting.  For example, we note that  the STB reviews and approves your
depreciation rate studies, among many ot her 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.

Union Pacific Corporation
July 29, 2009
Page 3

5. You state that the cost (net of salvage)  of depreciable rail property retired or
replaced in the ordinary course of busin ess is charged to accumulated depreciation
and no gain or loss is recognized.  Pleas e 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 identif y the carrying values (i.e., costs less
accumulated depreciation) of individu al rail assets upon retirement or
replacement, given that (i) their capita lized costs are depreciated using a group
method of depreciation and (ii) labor, overhead, and indirect costs related to
construction and replacement projects comprise a significant portion of those
capitalized costs.  In addition, please clar ify 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 in cludes such amounts.  Please consider
providing an example of the journal entrie s typically recorded in connection with
the retirement or replacement of rail assets as part of your response.
6. You state that you use a “un it of production convention” to depreciate rail in high-
density traffic corridors.  Please supp lementally tell us how this method of
depreciation differs from the group method of depreciation and how you determine whether the use of such method is appropriate.  Please be detailed in
your response.
7. You disclose that normal repairs and maintenance are expensed as incurred, while costs incurred that extend the useful life of an asset, improve the safety of your
operations, or improve operating efficiency  are capitalized.  Please tell us how
you define an extension of life or an  improvement of safety or operating
efficiency and how you determine that expenditures extend useful lives or
improve safety or operating efficiency.
 Form 10-Q:  For the quarter ly period ended March 31, 2009

 Item 1. Condensed Consolidated Financial Statements

 Notes to the Condensed Conso lidated Financial Statements

 Note 10. Properties, page 14

8. We note that the composite depreciation rate  used to depreciate costs capitalized
as “Rail and other track material” was re duced from 4.2% for fiscal year 2008 to
3.6% for fiscal year 2009.  We note further that this change in depreciation rate
effectively extended the depreciable life of ra il and other track material assets
from approximately 24 years to approximately 28 years, as of January 1, 2009.  Per your MD&A disclosure on page 26 of  your filing, the reduction in your
composite depreciation rate resulted fr om longer asset lives and reduced track
usage (based on lower gross ton-miles).  In this regard, we note from the

Union Pacific Corporation
July 29, 2009
Page 4

discussion of your “Critical Accounti ng Policies” regarding “Property and
depreciation” in your Form 10-K that  you perform and submit depreciation
studies related to “road prope rty” to the STB at least every six years.  However,
based upon our review of the MD&A section of your most recent filings on Form
10-K, we also note that the gross ton-m iles or the revenue ton-miles related to
your company’s operations have not declined materially between fiscal year 2003 and fiscal year 2008.  Furthermore, we note from the MD&A disclosure in your
Form 10-K for fiscal year 2008 that y our company’s cash capital expenditures
related to track assets increased during both fiscal year 2007 and fiscal year 2008.
As such, please explain to us how you have determined that the assets reported in
the rail and other track material asset group have incurred reduced usage and
demonstrated longer depreciable lives.
 Form 8-K furnished April 23, 2009

9. Please revise your future filings on Form 8-K to show the computation of the non-GAAP measure “Adjusted Debt to Capital.”

********
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

Union Pacific Corporation
July 29, 2009 Page 5

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
  You may contact Jeffrey Sears at 202-551-3302 with any questions.  You may also contact me at 202-551-3380.
Sincerely,

Lyn Shenk Branch Chief

CORRESP
1
filename1.htm

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

Page
 6

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

August 26, 2008

Via Facsimile

Jeffrey P. Totusek
Vice President and Controller
Union Pacific Corporation
1400 Douglas Street
Omaha, NE 68179

 RE:  Union Pacific Corporation
   Form 10-K for the Year Ended December 31, 2007
   File Number: 001-06075

Dear Mr. Totusek:

 We have completed our review of your Form 10-K and related filings, and at this time do
not have further comments.

       S i n c e r e l y ,

       M i c h a e l  F a y

CORRESP
1
filename1.htm

Correspondence

 August 1, 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
June 30, 2008, regarding the Company’s letter dated May 19, 2008, and information provided as part of our discussion during the week of June 20, 2008.

 Industry Overview

 There are seven Class I railroads in North America: The BNSF Railway
(BNSF); CSX Transportation (CSX); Canadian National (CN); Canadian Pacific (CP); Kansas City Southern (KCS); Norfolk Southern (NS); and Union Pacific (UP).

 The railroad industry switched from betterment accounting to depreciation accounting in 1983. At that time the Interstate Commerce Commission (ICC), predecessor to the Surface Transportation Board (STB), dictated
units of property for most asset classes. The primary exception was track assets (rail, ties, and ballast). The ICC required the replacement of track assets to be accounted for as capital assets when these items were replaced as part of a
replacement program. Consequently, the costs of annual rail, tie, and ballast replacement programs were to be capitalized. Each railroad developed its own units of property for track assets, which essentially established a materiality threshold for
capitalization and established an accounting convention to expense de minimus amounts that should otherwise be accounted for as assets. These units of property were then approved by the ICC. Any changes to a railroad’s

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 2
 of 19

units of property must be reviewed and approved by the STB. The various railroads’ units of property for track assets are different, which is acceptable
under STB rules. We surmise that the ICC approved these differences because replacement practices of the railroads varied widely due to geography, climate, freight commodity mix, train operations, and average length of haul. In conjunction with the
units of property, the STB requires that railroads meet the “minimum rule” for additions to property. This rule specifies that additions to road property costing less than $5,000 should be expensed rather than capitalized. Based on our
understanding of the Class I railroads, the treatment of expenditures as capital or expense focuses first on whether the expenditures are made in conjunction with an annual replacement program, second on whether the expenditures satisfy units of
property definitions, and third on whether the minimum rule has been met.

 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.

 Allocation of Payroll Costs (Prior Comments 2 and 3)

1.
You refer to project supervisors in response to our prior comment number 2. Please clarify whether these project supervisors are on-site, or remote from the projects that they
supervise.

 Response:

 The project supervisors discussed in our prior comment 2 represent approximately 675 Engineering Department management personnel. Of these 675 individuals, approximately 560 (83%) are on site (this number includes 105 individuals who
are based in Omaha but spend more than 80% of their time at project sites). The other 115 employees, located in Omaha, includes approximately 58 individuals who are dedicated to capital projects (e.g., design engineers, project planners, structural
designers) and 57 who spend a small amount of their time on capital projects. The 675 managers are all salaried employees. Time worked by salaried personnel is not reported at a detailed level, unlike the time worked by our hourly employees.
Consequently, we allocate the time of these individuals between capital and operating expense based on daily time reporting of their subordinates. We believe time reported by subordinates represents our best estimate of managers’ time spent on
capital or expense projects.

2.
Please further explain to us the reason it is appropriate to capitalize the payroll costs that relate to employees who provide materials management, crew dispatching, timekeeping,
etc. It is not clear why you do not consider these costs to be general and administrative costs, which you expense as incurred.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 3
 of 19

 Response:

 We capitalize the payroll costs that relate to employees who provide materials management, crew dispatching, timekeeping, and other services because these costs are clearly related to, and are incurred solely as a
result of, our self-constructed capital projects. Capitalization of these types of costs has been ordered by the STB and is consistent with GAAP. The 2007 PricewaterhouseCoopers accounting guide for the rail industry states that, “For
self-constructed assets (e.g., track, remanufactured locomotives) meeting the unit of property test, railroads generally capitalize only direct and certain indirect overheads such as payroll additive costs, stores expense, facilities costs and
work-train costs. Railroads that have adopted depreciation accounting for track structure [i.e., all of the Class I railroads including Union Pacific] are required by the STB to use ‘full absorption’ overhead capitalization (which would
further include general and administrative overhead costs) for capital track projects.” It is our understanding that the other Class I railroads use capital overheads to capture the same or similar types of indirect costs with respect to their
self-constructed assets.

 We believe that capitalizing the payroll costs of employees who provide materials management, crew dispatching,
timekeeping and other services is appropriate because it is consistent with GAAP, required by the STB, consistent with industry practice, and clearly represents a portion of the cost of self-constructing these assets.

3.
In addition, please clarify whether these employees devote any time to routine track maintenance activities, like the ones identified in your response to prior comment number one.
If so, describe for us your allocation methodology and explain to us why this method is appropriate. Under paragraph 7 of SFAS 67, which you have referenced by analogy, “indirect costs that relate to several projects shall be capitalized and
allocated to the projects to which they relate. Indirect costs that do not clearly relate to projects under development or construction, including general and administrative expenses, shall be charged to expense.” The paragraph 7 definition of
indirect costs appears to only contemplate capitalizable projects and, consequently, it may only be appropriate to allocate payroll costs between capitalizable projects. When an employee’s time is divided between capitalizable projects and
operating expense activities, it is not clear how this cost is “clearly related” to the capitalizable activities as required by paragraph 7 and the related definition in appendix A, unless the employee keeps track of his or her time. We
believe employee payroll costs are unlike the other indirect costs you allocate (e.g., leased vehicles, diesel fuel, etc.), where an allocation method may more accurately represent the costs related to a project.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 4
 of 19

 Response:

 Employees who provide materials management, crew dispatching, timekeeping, and other services devote time to both capital projects and routine track maintenance, which is expensed as incurred. We allocate the payroll
costs of these employees using two primary methodologies. For materials management, we allocate labor dollars based on the cost of materials used for capital projects versus the cost of materials charged to operating expense. For the other indirect
costs, we allocate labor dollars based on percentages of total labor devoted to capital projects versus operating expense. The employees who provide materials management, crew dispatching, timekeeping, and other services do not track their time by
project; however, as we noted in our response to your comment 2 above, it is appropriate to capitalize these costs under GAAP, and capitalization is required by the STB. We believe our allocation methodology provides the best estimate for
determining costs incurred with respect to capital projects.

 Replacement of Rail (Prior Comments 5 and 7)

 4.

 We note that your tangent rail projects vary in length, with five miles and longer being typical and shorter lengths
being atypical. We believe this five mile and longer length to be the case, in part, because of the cost involved in deploying crews and equipment. Consequently, we would not expect there to be a significant amount of isolated  1/4 mile replacements of rail. In addition, the significant disparity between your typical capital program length and your  1/4 mile unit of property for rail may be an indication that the  1/4 mile replacements of rail should not be accounted for as part of your capital program. With that, please quantify for us the number of quarter mile replacements of rail made during 2007, and
provide any other information that you believe would enhance our understanding of your accounting.

 Response:

 The scope of our scheduled tangent rail replacement projects is quite large
because of the cost of deploying crews and equipment and of halting normal freight operations while work is performed. Our typical tangent rail gang employs approximately 120 individuals along with multiple pieces of heavy equipment spread over a
large area. The scheduled tangent rail replacement projects completed during 2007 all involved one mile of rail or more. These projects were planned during November of 2006 as part of our tangent rail replacement program for 2007. We also completed
22 unscheduled tangent rail replacement projects ranging from  1/4 mile to one mile as a result of safety and special
circumstances during 2007.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 5
 of 19

 In determining our accounting policy for fixed assets, we considered FASB Concept Statement 6,
Elements of Financial Statements, which defines assets as probable future economic benefits obtained or controlled by a company as a result of past events. In addition, the 2008 CCH GAAP Guide states that fixed assets have two primary
characteristics:

1.
They are acquired for use in operations and enter into the revenue-generating stream indirectly. They are held primarily for use, not for sale.

2.
They have relatively long lives.

 In our judgment,  1/4 mile of rail meets both of these characteristics because it is critical in
our revenue-generating stream (train operations would not be possible without rail) and because it has a long life (composite life of approximately 24 years). The cost of replacing  1/4 mile of rail should not be the major consideration in determining whether the rail is a capitalizable asset. In our judgment, our unit of property is acceptable and appropriate because it meets
the requirements of GAAP, it has been approved by the STB, and the cost of replacing  1/4 mile of tangent rail exceeds the
STB’s $5,000 minimum rule (our cost for  1/4 mile is approximately $120,000).

 We understand that our unit of property is in the middle of other Class I railroads’ units of property, which range from 39 feet (one stick of rail)
to one mile.

 Track Surfacing (Prior Comment 10)

 (a) Undercutting

5.
You have indicated that your unit of property for undercutting is one net ton of ballast. In regard to this unit of property, please tell us (i) the approximate dollar amount
that is capitalized in connection with one net ton of ballast; (ii) the approximate length of track that corresponds to one net ton of ballast; and (iii) the average length, and range of lengths, of continuous track that is part of an
individual undercutting project.

 Response:

 Track undercutting involves the removal and replacement of ballast and sub-grade that has become contaminated with silt, mud, and other matter that inhibit proper drainage of the track. During undercutting, a crew of
approximately 36 individuals employs specialty equipment to remove the contaminated ballast and sub-grade, replace any bad ties, replace the ballast with new or reclaimed ballast, and then surface and line the track to meet the U.S. Department of

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 6
 of 19

Transportation’s Federal Railroad Administration (FRA) standards for the applicable class of track. We manage our undercutting program in the same
manner as our rail and tie replacement programs; the program is planned in November and executed in the following year. Undercutting is also similar to the rail and tie replacement programs because an existing asset is retired and replaced with a
new asset. The scope of undercutting projects can have a wide range, from  1/4 mile to as many as 20 miles; however, projects are
generally more than one mile but less than five miles in length.

 The standard price paid in 2007 for one net ton of ballast was
$7.02; however, the average cost capitalized in connection with replacement projects was approximately $42 per net ton because most of the cost associated with ballast is not the cost of the rock, but rather the cost of the labor, machinery, and
fuel used in its installation. In addition, the amount capitalized for one net ton can have a wide range depending on the nature of the work performed. For undercutting projects, the cost per net ton is higher than for surfacing and lining projects
because of the amount of work being done, which requires more labor and more costly equipment. The length of track that corresponds to one net ton of ballast depends on the amount of ballast and sub-grade that must be removed below the bottom of the
ties (the amount of undercutting can range from six to twelve inches depending on the degree of contamination that exists), the type of ballast being used, the terrain around the track, the amount of ballast that can be reclaimed and reused, and the
amount of ballast required to meet FRA standards for the applicable class of track. Consequently, the number of railroad carloads of ballast required per mile can range from 30 to 60 (represents 2,850 to 5,700 net tons per mile).

6.
Please explain to us why the replacement of one net ton ballast is not considered the repair and maintenance of track structure. Since ballast is a component of track structure, it
appears that it should be evaluated against it. In addition, explain to us why you believe one net ton of ballast is substantial, and not more akin to the routine replacement of a minor part, which you expense as incurred. Based on the information
provided to us, we note that the cost to replace ballast is approximately $29 per foot ($48,000,000 / (311 miles * 5,280 feet per mile)). Accordingly, it appears that the replacement of less than a substantial length of ballast might be considered
similar to the replacement of a minor part.

 Response:

 The replacement of ballast is not considered repair and maintenance of track structure because ballast is a separate asset class and meets the GAAP
definition of an asset. When ballast is installed as part of an undercutting or surfacing and lining project, it represents a new asset and not the improvement of an existing asset. Consequently, significant cost is not the basis for capitalization.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 7
 of 19

 FASB Concept Statement 6, Elements of

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549-5546

       DIVISION OF
CORPORATION FINANCE

        June 30, 2008

Jeffrey P. Totusek
Vice President and Controller
Union Pacific Corporation
1400 Douglas Street
Omaha, NE 68179

 RE:  Union Pacific Corporation
  Form 10-K for the Year Ended December 31, 2007
  File Number: 001-06075

Dear Mr. Totusek:

 We have reviewed your May 19, 2008 correspondence and considered the
information provided as part of our disc ussion during the week of June 20, 2008, and
have the following comments.  Please file your response to our comments via EDGAR,
under the label “corresp,” by August 1, 2008.

Allocation of Payroll Costs (Prior Comments 2 and 3)
1. You refer to project supervisors in re sponse to our prior comment number 2.
Please clarify whether these project superv isors are on-site, or remote from the
projects that they supervise.
2. Please further explain to us the reason it is appropriate to capitalize the payroll
costs that relate to employees who provide materials management, crew dispatching, timekeeping, etc.  It is not clear why you do not consider these costs
to be general and administrative cost s, which you expense as incurred.
3. In addition, please clarify whether thes e employees devote any time to routine
track maintenance activities, like the one s identified in your response to prior
comment number one.  If so, describe for us your allocation methodology and explain to us why this method is appr opriate.  Under paragraph 7 of SFAS 67,
which you have referenced by analogy, “indi rect costs that relate to several
projects shall be capitalized and allocated to the projects to which they relate.  Indirect costs that do not clearly re late to projects under development or
construction, including general and admini strative expenses, shall be charged to
expense.”  The paragraph 7 definition of indirect costs appears to only contemplate capitalizable projects and, c onsequently, it may only be appropriate
to allocate payroll costs be tween capitalizable projects.  When an employee’s time
is divided between capitalizable projects and operating expense activities, it is not

Union Pacific Corporation
June 30, 2008
Page 2 of 4
clear how this cost is “clearly related” to  the capitalizable acti vities as required by
paragraph 7 and the related definition in appendix A, unless the employee keeps
track of his or her time.  We believe employee payroll costs are unlike the other
indirect costs you a llocate (e.g., leased vehicles, diesel fuel, etc.), where an
allocation method may more accurately repres ent the costs related to a project.

Replacement of Rail (Prior Comments 5 and 7)
4. We note that your tangent rail projects vary  in length, with five miles and longer
being typical and shorter lengths being atypical.  We believe this five mile and longer length to be to be the case, in part, because of the cost involved in
deploying crews and equipment.  Consequent ly, we would not expe ct there to be a
significant amount of isolated ¼ mile replacements of rail.  In addition, the significant disparity between your typical capital program length and your ¼ mile
unit of property for rail may be an indicati on that the ¼ mile replacements of rail
should not be accounted for as part of your capital program.  With that, please quantify for us the number of quarter m ile replacements of rail made during 2007,
and provide any other information that you believe would enhance our
understanding of your accounting.

Track Surfacing (Prior Comment 10)

(a) Undercutting
5. You have indicated that your unit of pr operty for undercutting is one net ton of
ballast.  In regard to this  unit of property, please tell us (i) the approximate dollar
amount that is capitalized in connection with one net ton of  ballast; (ii) the
approximate length of track that corresponds to one net ton of ballast; and (iii) the
average length, and range of  lengths, of continuous track that is part of an
individual underc utting project.
6. Please explain to us why the replacement of  one net ton ballast is not considered
the repair and maintenance of track struct ure.  Since ballast is a component of
track structure, it appears that it should  be evaluated against it.  In addition,
explain to us why you believe one net ton of  ballast is substantial, and not more
akin to the routine repla cement of a minor part, which you expense as incurred.
Based on the information provided to us, we note that the cost to replace ballast is
approximately $29 per foot ($48,000,000 / (311 miles *5,280 feet per mile)).  Accordingly, it appears that the replacement of less than a substantial length of
ballast might be considered similar to the replacement of a minor part.

(b) Track Lining
7. Please explain to us why the addition of  one net ton ballast to existing track
structure is not considered the repair a nd maintenance of the track structure.

Union Pacific Corporation
June 30, 2008
Page 3 of 4
Since ballast is a component of track structure, it appears that it should be evaluated against it.  In addition, explain to us why you believe one net ton of
ballast is substantial, and not  more akin to the routine replacement of a minor part,
which you expense as incurred.  Based on the information provided to us, we note that the cost to track line is approximately $7,875 per mile ($48,000,000 / 6,095
miles).  Consequently, track lining one mile  of track may be similar to the routine
replacement of a minor part.  We note that  this amount is substantially less than
the $2.7 million average cost of new track.

Rail Grinding (Prior Comment 11)
8. We note that you incurred $26.6 million in direct rail grinding costs covering
21,000 miles of rail, during 2007.  You have indicated, though, that rail may require more than one pass to reach the desired result and the number of passes required varies.  You have not provided  any information for us to assess how
many passes may typically be require d.  Based on the information you have
provided, it appears that the cost of rail grinding is approximately $1,267 per mile
of pass ($26,600,000 / 21,000 miles).  We ha ve seen one indication, on the
Internet, that certain rail may require upw ards of ten passes, which would equate
to a range of approximately $1,267 through $12,670 cost per mile.  This range of
costs does not appear significant and may be an indication that rail grinding is
more akin to routine repairs and maintenance.  Based on the preceding, please provide us a further analysis explaining why the cost of rail grinding is an
appropriately capitalizable cost.
9. In addition, please clarify what you mean by “because rail grinding is factored into the life of our rail, gri nding costs are capitalized as part of our rail assets and
the costs are depreciated over the same usef ul life as rail.”  If rail grinding is
factored into the useful life of rail, this would appear to  be an indication that rail
grinding is a routine activity that only main tains the useful life of the rail.  The
point that is illustrated by your last sent ence appears to be analogous to the fact
that routine oil changes, which are a ma intenance activity, are typically factored
into the useful life of automobiles.  Acco rdingly, a Class I railroad that expenses
as incurred rail grinding costs would account for the underlying rail over the extended useful life of the rail, but a Class I railroad that capitalizes rail grinding
costs would account for the underlying rail  over the unextended useful life of the
rail.
10. Please provide us an analysis for each of  the 10 sections of track that are most
frequently grinded.  For each section of tr ack, provide (i) its gr inding history (i.e,
the dates of all previous grindings); (ii) the anticipated dates of all future
grindings; (iii) the estimated  annual gross tons carried over it; (iv) its estimated
life in gross tons; (v) whether it is tangent  rail or curve rail; (vi) its length; and
(vii) the approximate number of passes th at would be require d to grind it.

Union Pacific Corporation
June 30, 2008
Page 4 of 4
In response to our prior comment, you ha ve stated that the frequency rail is
grinded varies.  We believe more definitive information and analysis regarding frequency is necessary to determine whether it is appropriate to capitalize the cost
of it.  If rail grinding is a periodic activity, it would appe ar to be an indication that
rail grinding should be expensed as incurred.  Among other reasons, a recurring activity might not appreciably extend the life of the underlying asset each
individual occurrence, rather only in the aggregate occurrences of the activity.
11. Please tell us whether you capitalize the lubr ication of rail.  If  so, clarify for us
why your accounting policy is appropriate.   In this regard, we note from your
response to prior comment one that you have  not identified lubrication as part of
your routine track maintenance.  (We unders tand that it may be included within
item number seven of response number one.)

Disclosure
12. Please provide in your remaining 2007 Forms 10-Q, and then in your continuing annual reports, an enhanced accounting polic y for the costs that are incurred in
connection with your cap italizable projects.

You may contact the undersigned at 202-551-3812 with any questions.

        S i n c e r e l y ,

        M i c h a e l  F a y
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

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.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 2
 of 14

 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

  Page
 3
 of 14

 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

  Page
 4
 of 14

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-

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 5
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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

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
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 of 14

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

April 28, 2008

Jeffrey P. Totusek
Vice President and Controller
Union Pacific Corporation
1400 Douglas Street
Omaha, NE 68179

 RE:  Union Pacific Corporation
  Form 10-K for the Year Ended December 31, 2007
  File Number: 001-06075

Dear Mr. Totusek:

 We have reviewed your April 1, 2008 correspondence and have the following
comments.  Please file your response to our comments via EDGAR, under the label
“corresp,” within 15 business days from the date of this letter.

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, quan tify for us the amount of internal payroll
and payroll related costs that were capitali zed as part of proper ty for each of the
prior two fiscal years.
2. We note that you capitalize internal payrol l costs when the costs are associated
with a “qualifying capital project.”  Please tell us whether personnel whose
payroll costs you capitalize are associ ated with both qualifying and non-
qualifying capital projects.  If  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 pe rsonnel who are associated solely with
qualifying capital projects, explain to us  how you allocate the underlying cost
between qualifying capital proj ects and general and administ rative costs.
3. Please describe for us the indirect payr oll costs that you capitalize in connection
with a “qualifying capital project” and expl ain 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 anal ogy, to paragraph 41 of SOP 93-7 and
paragraph 31 of SOP 98-1.  We note th at both of these paragraphs include

Union Pacific Corporation
April 28, 2008
Page 2 of 4
guidance that is specifically designed towa rd 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 capit alize payroll and payr oll-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 capitalizat ion of general and administra tive and overhead costs.
4. Please explain to us the circumstances when you might (i) replace rail alone without the replacement of ties, (ii) repl ace ties alone without the replacement of
rail, (iii) replace both the rail and ties together, and (iv) replac e solely a single rail
of a track.  As part of your response, (i ) describe for us and discuss the frequency
that these circumstances occur and (ii) hi ghlight and discuss the circumstances in
which the replacements are scheduled ahead of time.  (For example, the replacement of a specific rail or tie is sc heduled at the beginning of a particular
year due to the item’s age.)
5. Please also describe for us and discuss the length of rail that is both typically and
atypically replaced and the reasons the lengt h may vary.  For example, is there a
particular length (or lengths) of continuous section of rail that is most frequently
replaced?  As another example, is ther e a minimum section of rail that is
replaced?
6. In addition, please describe for us and di scuss the number of ties that are both
typically and atypically replaced and the re asons the number may vary.  As part of
your response, tell us the circumstances wh en you replace consecutive ties rather
than specifically identified ties within a section of rail.  In addition, describe to us
any circumstances when you have replaced co ncrete ties with concrete ties.
7. Please separately explain to us and provi de a detailed quantitative analysis to
support your determination that (i) the re placement of one quarter of a mile of
continuous rail and (ii) the replacement of more than 250 cross ties per mile, both
appreciabl y “extend the useful life and improve safety and operating efficiency”
of an asset in order to qu alify for capitalization.

It is not clear how thes e expenditures appreciably extend the useful life and
improve safety and operating efficiency of an asset in order to qualify for
capitalization.  We note, for instance, that  one quarter of a mile of rail is not
significant when compared to your 32,205 route miles and 50,900 total miles of

Union Pacific Corporation
April 28, 2008
Page 3 of 4
track.  Similarly, 250 cross ties is not signi ficant to the total number of cross ties
that support your operations.  (Even on a smaller scale, it is our understanding that
250 ties are less than 10% of  the number of ties included within one mile of
track.)

As part of your analysis, please provide quantitative and other descriptive information (e.g., train speed.) of (i) the sp ecific section of tr ack that will undergo
work, both before and after the actual work (i.e., the replacement of its rail or ties), and (ii) the surrounding sections of the track that will undergo work, both before and after the actual work.  In othe r words, we would like to see how a large
continuous section of track is impacted by a small section that is in need of repair,
and then how a large continuous section of track is benefited by the repair of the
small section.
8. Please clarify for us whether the “bridges” you include with other related costs are solely for the construction of new bridges.  If it does not relate to the construction
of new bridges, describe for us the cost s that are incurred and explain to us how
you determine which costs are a ppropriate to capitalize.
9. Similarly, please describe for us the types of costs that are incurred for “signals”
and explain to us why it is appropriate to capitalize these costs.  It is not clear why
the costs that relate to signals are “s ubstantial expenditures that increase the
capacity, improve the safety or efficiency, or extend the useful life of an asset,”
rather than the routine replacement of mi nor parts.  As part of your response,
please clarify for us whether the amount cap italized for signals includes internal
payroll costs.
10. Please (i) identify all the circumstances in  which you perform tr ack surfacing, (ii)
explain to us how you determined it is a ppropriate to capitaliz e costs associated
with track surfacing, and (iii ) tell us the period over which you depreciate the
costs related to track surfacing and explain to us how you determined this period is appropriate.  In a ddition, clarify for us whet her any of the identified
circumstances of track surfacing can occur in close proximity of each other with
regard to a specific section of track.
11. We note the reference in your response to  rail grinding.  Please clarify whether
your reference to rail grinding is that you capitalize the costs a ssociated with the
actual rail grinding or that you capitalize only rail grinding eq uipment without any
capitalization of costs for the actual rail grinding process.  If you capitalize any
costs associated with the act ual rail grinding process, plea se (i) describe for us the
frequency that rail is grin ded, including any non schedul ed grinding, (ii) tell us
the period that you depreciate the capitali zed costs of rail gr inding, (iii) quantify
for us the life of rail both with and wit hout grinding, and (iv) describe for us any
maintenance procedures that may exist as  an alternate to grinding and tell us
whether you employ any of these procedures.

Union Pacific Corporation
April 28, 2008
Page 4 of 4

You may contact Doug Jones at 202-551-3309 with any questions.  You may also
contact me at 202-551-3812.

        S i n c e r e l y ,

        M i c h a e l  F a y
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 April 1, 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:

 This letter is in response to the comment letter, dated March 18, 2008, 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, 2007, filed on February 28, 2008 (the “Form 10-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 Year Ended December 31, 2007

 Governmental and Environmental Regulation, page 6

 Governmental Regulation, page 6

1.
We note that you are subject to a variety of governmental regulation. In connection with this and in view of your substantial investment in properties, please tell us whether there
are any legal obligations with respect to retirement of your properties associated with such regulation and your consideration of FAS 143 and FIN 47 in this regard.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 2
 of 9

 Response:

 At December 31, 2007, we had an $18 million liability for our combined FIN 47 and FAS 143 obligations reported on our consolidated
balance sheet. No disclosure has been made in our Form 10-K related to these obligations based on our assessment of materiality. We evaluate changes in laws and contractual obligations that may arise to determine any impact on these legal
obligations, as well as any potential future obligations.

 For your reference, we have included the following disclosures related to FIN 47
and FAS 143 that were presented in our 2005 Form 10-K:

 “In March 2005, the FASB issued FASB Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations – an interpretation of FASB Statement No. 143 (FIN 47). This interpretation clarifies that the term conditional asset retirement obligations, as used in FASB Statement No. 143, refers
to a legal obligation to perform an asset retirement activity in which the timing or method of settlement, or both, are conditional on a future event that may or may not be within the control of the entity. An entity must recognize a liability for
the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. We assessed the impact of the interpretation on our financial statements, determined that we have a legal obligation to
properly dispose of asbestos-containing materials, and recorded a $5 million liability at December 31, 2005, for the fair value of this obligation.”

 “Differences in Securities and Exchange Commission (SEC) and Surface Transportation Board (STB) Accounting – STB accounting rules require that railroads accrue the cost of removing track structure over the
expected useful life of these assets. Railroads historically used this prescribed accounting for reports filed with both the STB and SEC. In August 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations (FAS
143). This statement was effective for us beginning January 1, 2003, and prohibits the accrual of removal costs unless there is a legal obligation to remove the track structure at the end of its life. We concluded that we did not have a legal
obligation to remove the track structure, and under generally accepted accounting principles we could not accrue the cost of removal in advance. As a result, reports filed with the SEC reflect the expense of removing these assets in the period in
which they are removed.”

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 3
 of 9

 Management’s
Discussion and Analysis, page 20

 Results of Operations, page 22

 Operating Revenue, page 22

2.
In regard to your fuel surcharge, please disclose in your next Form 10-Q the expected impact of (i) the limitations established by the STB, (ii) the new fuel surcharge
program, and (iii) the resetting of the base fuel price on the amount of related revenue recognized.

 Response:

 We note your comment and provide the following clarification to the fuel surcharge disclosure on pages 22 and 23 of our Form 10-K. The STB decision
required railroads to change their methodology for the calculation of fuel surcharges on traffic regulated by the STB from a percentage of revenue basis to a method that is linked more closely to the fuel consumption for the rail traffic to which
the fuel surcharge is applied, e.g., mileage. This decision only required a change in our underlying methodology for calculating the fuel surcharge on regulated traffic, which represents approximately 19% of our current revenue base. The decision
did not limit our ability to recover fuel surcharges to offset the effect of rising fuel costs. In response to the STB decision, we implemented our new mileage-based fuel surcharge programs in April 2007. Additionally, we reset the base fuel price
at which the new mileage-based fuel surcharges take effect. The resetting of the fuel price at which the fuel surcharge begins, in conjunction with rebasing the affected transportation rates to include a portion of what had been in the fuel
surcharge, did not materially change our revenue as higher base rates offset lower fuel surcharge revenue.

 We do not anticipate a material impact on our
results of operations, financial condition, or liquidity as a result of the STB decision, the implementation of our new mileage-based fuel surcharge programs, or resetting the base fuel price. If there are any future events or developments that
materially affect our ability to recover fuel costs, we will disclose such matters in future filings.

 Consolidated Statements of Financial Position,
page 49

3.
Please disclose any individual amounts in “other current assets” and “other current liabilities” in excess of 5% of total current assets and total current
liabilities, respectively. Refer to Rules 5-02.8 and .20 of Regulation S-X.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 4
 of 9

 Response:

 We confirm that “other current assets” and “other current liabilities” do not include any individual amounts in excess
of 5% of total current assets or total current liabilities, respectively.

 Consolidated Statements of Cash Flows, page 50

4.
Please explain to us, with a view to disclosing, the basis for presenting “proceeds from completed equipment financings” as an investing rather than as a financing
activity.

 Response:

 “Proceeds from completed equipment financings” represent proceeds from the sale of productive assets in sale-leaseback transactions. Throughout the year, we fund the acquisition of groups of locomotives and freight cars and then
enter into sale-leaseback transactions with third-party lessors. The initial payment for the acquisition of these assets is shown in the investing section of the statement of cash flows as “acquisition of equipment pending financing”. In
accordance with paragraph 16(c) of FAS 95, the proceeds from the sale of these assets to third party lessors are included in investing activities. In order to clarify the investing nature of these cash flows, we will change “proceeds from
completed equipment financings” to “proceeds from sale of assets financed” in future filings.

 The resulting leases from the
sale-leaseback transactions are appropriately included in the FAS 13 disclosures throughout our Form 10-K. As the sale-leaseback transactions involve only equipment, these transactions are not in the scope of FAS 98 and, therefore, those disclosure
requirements do not apply.

 Notes to the Consolidated Financial Statements, page 52

 Note 1. Significant Accounting Policies, page 52

 Property and Depreciation, page 52

5.
 Please tell us and disclose the service life for each class of depreciable property. In connection with this, explain to us the correlation between (i) the
applicable service lives, (ii) the average age of the equipment, as disclosed on page 12, and (iii) the

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 5
 of 9

quotient of accumulated depreciation divided by total costs of “properties.” For example, accumulated depreciation is only 25% of the total cost of
properties at December 31, 2007, suggesting that the equipment on page 12 has a substantial remaining life despite the existing lengthy average age reported.

 Response:

 As we described in our critical accounting policies on page 43 of our Form 10-K,
the railroad industry is capital intensive, and we follow the group depreciation method. Properties are carried at cost. Provisions for depreciation are computed principally on the straight-line method based on estimated service lives of depreciable
property. The lives are calculated using a separate composite annual percentage rate for each depreciable property group, based on the results of internal depreciation studies. We are required to submit a report on depreciation studies and proposed
depreciation rates to the STB for review and approval every three years for equipment property and every six years for road property. The cost (net of salvage) of depreciable railroad property retired or replaced in the ordinary course of business
is charged to accumulated depreciation, and no gain or loss is recognized.

 The following table lists the major categories of property and
equipment, as well as the composite depreciation rate for each category, and will be included in future filings:

 Millions of Dollars, Except Percentages

2007

2006

Depreciation
Rate for
2007

 Land

$
4,627

$
4,614

N/A

 Road [a]

33,034

31,020

3.1
%

 Equipment [b]

7,308

7,196

4.3
%

 Computer hardware and software

510

441

13.5
%

 Other

175

177

N/A

 Total properties

45,654

43,448

N/A

 Accumulated depreciation

(11,496
)

(10,575
)

N/A

 Net properties

$
34,158

$
32,873

N/A

[a]
Road property consists of track and other roadway structure such as ties, rail, ballast, bridges, and signals.

[b]
Equipment property includes locomotives, freight cars, and work equipment.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 6
 of 9

 The
equipment listed on page 12 of our Form 10-K includes only locomotives and freight cars (16% of total properties) not all fixed assets. In addition, the average age for locomotives and freight cars listed on page 12 represents the age from original
manufacture, not the placed into service date. Original manufacture date and the date placed into service may vary due to the purchase of previously leased equipment, the purchase of used equipment, or the rebuild of equipment that extends the
useful life of the asset allowing for a new placed into service date. Because of the difference between manufacture date and service date, there is no correlation between the average age since manufacture disclosed on page 12 and the quotient of
accumulated depreciation divided by total costs of properties. In future filings we will clarify that the average age presented is the age from manufacture for locomotives and freight cars.

6.
We note that you made capital investments totaling $3.1 billion in 2007. Please (i) quantify for us the significant components of these investments that are attributable to
“maintenance,” as you have referred to on page 12, (ii) explain to us why it is appropriate to capitalize maintenance and provide us an underlying accounting policy, (iii) explain to us with specificity how you differentiate
between repairs and maintenance that are expensed as incurred from maintenance that is capitalized, and (iv) tell us whether you capitalize any internal payroll costs as it relates to maintenance. As part of your response with regard to (iii),
if you state that maintenance that appreciably extends the life, increases the capacity, or improves the efficiency or safety of an underlying asset, please (i) explain with specificity how you measure the change and make these determinations
and (ii) provide us with examples.

 Response:

 The following responses correspond to the numbered questions in your comment.

(i)
Our 2007 capital investments included $1.6 billion that was characterized as capital maintenance on pages 12 and 33 of our Form 10-K. This amount was comprised of maintenance of way
expenditures for replacement of rail ($263 million), ties ($531 million), track surfacing ($96 million), and other related costs ($703 million). Other related costs primarily include bridges, signals, rail equipment, grade crossings and rail
grinding.

(ii)
 Our intent in using the term “maintenance” in discussing capital expenditures with the investment community is a plain English meaning and not a technical
accounting meaning. In this context, capital expenditures for maintenance primarily mean the replacement of existing track, facilities and equipment. In this replacement process,

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 7
 of 9

the railroad infrastructure is actually improved, e.g., replacing lighter density rail with heavier density rail, or replacing wood ties with concrete ties.
This maintenance is capitalized under generally accepted accounting principles because it extends the life, increases the capacity or improves the safety or efficiency of our fixed assets. Our intent was to provide the reader with the business
understanding of where our capital spending was being focused, e.g., maintaining the current infrastructure or adding operating capacity. We will revise our future filings to more clearly describe our capital expenditures for maintenance.

 We apply generally accepted accounting principles to determine which expenditures qualify as capital investments. In
general, substantial expenditures that increase the capacity, improve the safety or efficiency, or extend the useful life of an asset are capitalized. Expenditures that do not increase capacity, improve safety or efficiency, extend the useful life,
or are insignificant are expensed. For example, when we replace 1,320 feet (1/4 mile) or more of continuous rail or replace more than 250 cross ties per mile we recognize a capital asset. These levels of asset additions extend the useful life and
improve safety and operating efficiency and therefore qualify as capital assets.

(iii)
Expenditures must meet the requirements described in (ii) above to qualify for capitalization. If a track project meets these requirements, the cost is capitalized; otherwise,
it is treated as operating expense.

(iv)
Internal payroll costs are capitalized if the costs are associated with a qualifying capital project. In future filings we will include the following disclosure on self-constructed
assets:

 We self-construct portions of track structure and rebuild certain classes of equipment. In addition to direct labor
and material, certain indirect costs are capitalized.

7.
If not included as part of your response to the preceding comment, please explain to us how you determine what constitutes (i) an “improve[ment]” of track
infrastructure, as discussed on page 33, and (ii) an “upgrade” to your locomotive and freight car fleet when it does not constitute a purchase of additional locomotives or freight cars, as also discussed on page 33.

 Michael Fay, Branch Chief

 U.S. Securities and Exchange Commission

  Page
 8
 of 9

 Response:

 The following responses correspond to the numbered questi

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        March 18, 2008

Via Mail and Fax

Robert M. Knight, Jr.
Executive Vice President - Finance   and Chief Financial Officer
Union Pacific Corporation 1400 Douglas Street
Omaha, NE 68179

 RE:  Union Pacific Corporation
   Form 10-K for the Year Ended December 31, 2007
   File Number: 001-06075

Dear Mr. Knight:

 We have reviewed the above referenced filing and have the following comments.
We believe you should revise future filings in  response to some of the comments.  If you
disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.
We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

Union Pacific Corporation
March 18, 2008
Page 2 of 4
Form 10-K for the Year Ended December 31, 2007

Governmental and Environmental Regulation, page 6
Governmental Regulation, page 6

1. We note that you are subject to a variety of governmental regulation.  In connection
with this and in view of your substantial investment in properties, please tell us
whether there are any legal obl igations with respect to retirement of your properties
associated with such regulation and your consideration of FAS 143 and FIN 47 in this regard.

Management’s Discussion and Analysis …, page 20
Results of Operations, page 22
Operating Revenue, page 22

2. In regard to your fuel surcharge, please di sclose in your next Form 10-Q the expected
impact of (i) the limitations established by the STB, (ii) the new fuel surcharge program, and (iii) the resetti ng of the base fuel price on the amount of related revenue
recognized.

Consolidated Statements of Financial Position, page 49

3. Please disclose any individual amounts in “o ther current assets” and “other current
liabilities” in excess of 5% of total curre nt assets and total current liabilities,
respectively.  Refer to Rules 5-02.8 and .20 of Regulation S-X.

Consolidated Statements of Cash Flows, page 50

4. Please explain to us, with a view to di sclosing, the basis for presenting “proceeds
from completed equipment financings” as an  investing rather than as a financing
activity.

Notes to the Consolidated Financial Statements, page 52
Note 1. Significant Accounting Policies, page 52
Property and Depreciation, page 52

5. Please tell us and disclose the service life for each class of depreciable property.  In
connection with this, explain to us the correlation between (i) the applicable service
lives, (ii) the average age of the equipmen t, as disclosed on page 12, and (iii) the
quotient of accumulated depreciation divided by total costs of “properties.”  For example, accumulated depreciation is only 25%  of the total cost  of properties at
December 31, 2007, suggesting that the equi pment on page 12 has a substantial
remaining life despite the exis ting lengthy average age reported.

Union Pacific Corporation
March 18, 2008
Page 3 of 4
6. We note that you made capital investments totaling $3.1 billion in 2007.  Please (i)
quantify for us the significant components of these investments that are attributable to
“maintenance,” as you have referred to on pa ge 12,  (ii) explain to us why it is
appropriate to capitalize maintenance and provide us an underlying accounting
policy, (iii) explain to us with specificity how you differe ntiate between repairs and
maintenance that are expensed as incurred from maintenance that is capitalized, and (iv) tell us whether you capitalize any in ternal payroll costs as it relates to
maintenance.  As part of your response with regard to (iii), if you state that maintenance that appreciably extends the life, increases the capacity, or improves the efficiency or safety of an underlying asset,  please (i) explain with  specificity how you
measure the change and make these determinatio ns and (ii) provide us with examples.

7. If not included as part of your response to the preceding comment, please explain to us how you determine what constitutes (i) an “improve[ment]” of track infrastructure,
as discussed on page 33, and (ii) an “upgrad e” to your locomotive and freight car fleet
when it does not constitute a purchase of additional locomotives or freight cars, as also discussed on page 33.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Union Pacific Corporation
March 18, 2008
Page 4 of 4
You may contact Doug Jones at 202-551-3309 with any questions.  You may also
contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Branch Chief

February 29, 2008
 Mail Stop 3561
By U.S. Mail and facsimile at 402.501.2112

Mr. James R. Young Chief Executive Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179
Re:  Union Pacific Corporation  Definitive 14A   Filed March 28, 2007
File No. 001-06075

Dear Mr. Young:

We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3314.           S i n c e r e l y ,            D a n i e l  M o r r i s
Attorney-Advisor

CORRESP
1
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Correspondence Letter

 January 11, 2008

 Daniel Morris, Attorney Advisor

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Union Pacific Corporation

 Definitive 14A Filed March 28, 2007

 File No. 001-06075

 Dear Mr. Morris:

 This letter is in response to the subsequent comment letter, dated December 10, 2007 (the December Comment Letter), addressed to
Mr. James R. Young, Chairman, President and Chief Executive 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 response
letter, dated October 26, 2007, and the above-referenced definitive proxy statement filed March 28, 2007 (the Proxy Statement).

 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 December Comment Letter.

 1. While we note your response to prior comment 5, we re-issue portions of the prior comment. Please specifically confirm that you will identify all benchmark companies, including those included in the national
surveys relied upon to benchmark salary. In addition, please confirm that you will disclose in future filings where you target each element of compensation against the peer companies and where actual payments fall within targeted parameters. To the
extent actual compensation was outside a targeted percentile range, please also confirm that you will explain why.

 Response:

 We confirm that we will identify in future filings all benchmark companies, including those companies that are part of the national compensation surveys,
used to benchmark salary. Additionally, we will disclose in future filings the targeted percentile ranges for each element of

compensation relative to the peer companies and where actual payments or awards fall within such targeted parameters. To the extent actual payments or awards
fall outside a targeted percentile range, we will explain in future filings the reason or reasons for any such variance.

 2. Please note
that our prior comment 6 seeks additional disclosure regarding your processes for assessing retention risk. Please confirm that you will provide this additional disclosure in future filings. In addition, please confirm that you will disclose in
future filings the procedures by which an executive’s equity compensation mix is altered when risk is perceived.

 Response:

We confirm that we will provide disclosure in future filings regarding the assessment of retention risk to the extent that retention risk is a factor
with respect to any of the Named Executive Officers’ (NEO) equity compensation. We will disclose in future filings actions taken in response to the retention risk assessment of a NEO, including how such NEO’s equity compensation was
altered.

 3. While we note your responses to prior comments 8 and 9, please confirm that you will provide additional detail and analysis at
an individual level regarding the specific compensation payable to your named executive officers. For each named executive officer, identify not only the quantitative and qualitative factors that were used to determine the specific amounts payable
for each element of compensation, but also how the specific factors affected the final determination.

 Response:

 We confirm that we will provide in future filings additional detail and analysis at an individual level with respect to the factors that affected the
determination of the specific amount of each element of compensation (salary, bonus and equity) paid to each of the NEOs. Our discussion will include the effect specific factors had on each element of compensation for each of the NEOs (subject to
any grouping where the factors are the same), noting as applicable that no specific weightings are assigned to particular factors.

 4. We
note your response to prior comment 10. However, it appears that average network velocity and annual operating growth targets are material factors in the multi-step process used to determined [sic] annual bonuses. Accordingly, we re-issue our prior
comment 9. Please disclose each performance target. As mentioned in prior comment 9, to the extent that you believe such disclosure is not required because it would result in competitive [sic] such that you may omit the disclosure under Instruction
4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion and provide appropriate disclosure under Instruction 4. General statements regarding the level of difficulty or ease associated with
achieving corporate goals are generally not sufficient. In discussing how difficult it will be for the company to achieve the performance objectives, please provide as much detail as necessary without providing information that would result in
competitive harm.

 2

 Response:

 Our annual cash bonus program does not operate as an incentive plan as defined in
Item 402(a)(6)(iii) of Regulation S-K. Specifically, the Compensation and Benefits Committee (the Committee) does not establish a formula or a target, threshold or maximum payment for executives who participate in the arrangement. Although
general business objectives are communicated to the Company as a whole, performance targets are not communicated to the executives. Instead, the Committee benchmarks Total Direct Compensation for the NEOs within a range of the 50th to 75th percentile of our peer group based on performance. At
the end of the year, the CEO and the SVP-HR (Management) review corporate, operational and individual performance for the NEOs, other than the CEO, and provide the Committee with bonus recommendations. The Committee, in its discretion, may accept or
adjust these recommended amounts. The Committee, with input from its consultant and the Board, assesses and determines the CEO’s bonus amount. These recommendations are then subject to Board approval. As discussed in our response to comment 3
above, we will disclose in future filings the corporate, operational and individual performance factors that are used to determine the specific amounts payable for each NEO’s bonus and how the specific factors affect the final determination.

 Among the corporate performance factors that the Committee typically considers are factors that are identified by the
Committee at the beginning of the year. For 2006 and 2007, these factors were the Company’s internal measure of average network velocity and annual operating income growth. However, as stated above, executives are not informed of any
performance targets for these criteria and the NEOs’ bonuses are not based on any formula involving these or any other criteria. The Committee can and does consider other corporate, operational and individual performance factors when setting
bonus amounts for each of the NEOs. As stated above, in future filings we will discuss in greater detail the factors considered in setting each NEO’s bonus and the impact of such factors on the bonus determination.

 The corporate performance factors identified by the Committee at the beginning of the year are used as part of our budgeting process to estimate a range
for the aggregate amount of annual bonuses that potentially could be paid to a class of approximately 150 executive level employees. Depending on the Committee’s subjective assessment of the Company’s annual performance and
Management’s recommendation, the Committee designates a sum of money from which annual bonuses are awarded. The Committee may, in its discretion, approve an aggregate bonus amount that is smaller or larger than the budgeted range. We refer to
this aggregate bonus amount as a “pool”, and the amount of the final “pool” is subject to approval by the Committee and the Board. In recent years, Management has recommended to the Committee aggregate bonuses for all executives
below the authorized pool amount. In fact, in past years, Management has recommended that no bonuses should be paid due to Company performance. This process for determining the pool of aggregate annual bonuses for our executive level employees has
not been determinative or material to establishing the individual bonuses of the NEOs. Accordingly, we do not believe that the role of the performance factors in this process is required to be disclosed in the Compensation Discussion and Analysis.

 3

 Please feel free to call either me at (402) 544-6765, or Christine Neuharth, General Corporate
Attorney, at (402) 544-4764, if you should have any questions or further comments.

 Very truly yours,

 /s/ James J. Theisen, Jr.

James J. Theisen, Jr.

Assistant General Counsel

Union Pacific Corporation

 cc:

James R. Young, Chairman, President & Chief Executive Officer, Union Pacific Corporation

Robert M. Knight, Jr., Executive Vice President-Finance and Chief Financial Officer, Union Pacific Corporation

Union Pacific Corporation Compensation and Benefits Committee

 Thomas J. Donohue, Chair

 Erroll B. Davis, Jr.

 Michael W. McConnell

 Thomas F. McLarty III

 Steven R. Rogel

Ronald O. Mueller, Esq., Gibson, Dunn & Crutcher LLP

 4

CORRESP
1
filename1.htm

Correspondence Letter

 October 26, 2007

 Daniel Morris, Attorney Advisor

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Union Pacific Corporation

 Definitive 14A Filed March 28, 2007

 File No. 001-06075

 Dear Mr. Morris:

 This letter is in response to the comment letter, dated September 26, 2007, addressed to Mr. James R. Young, Chairman, President and Chief Executive 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 definitive proxy statement filed March 28, 2007 (Proxy Statement).

 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.

 Consideration of Director Nominees, page 6

 1.
Please provide a summary of the procedural and substantive requirements, as set forth by the bylaws, for director recommendations submitted by shareholders. Refer to Item 407(c)(2)(ii) of Regulation S-K.

 Response:

 The Company’s By-Laws require
shareholders desiring to suggest director candidates for consideration at the annual meeting to provide the following information to the Secretary of the Company: (i) the name, age, business and residence addresses of the candidate,
(ii) the principal occupation of the candidate, and (iii) the number of shares of Company common stock beneficially owned by the candidate.

 The shareholder must also provide (i) his or her name and address, (ii) the number of shares of
Company common stock beneficially owned, (iii) a description of all arrangements between himself or herself and the candidate and any other person pursuant to which the nomination is being made, and (iv) the candidate’s written
consent agreeing to the nomination and to serve as a director if elected.

 The time period for shareholders to submit director
recommendations and how to obtain a copy of the Company’s By-Laws, including our website address, are provided on page 6 of our Proxy Statement. Also provided on pages 6 and 7 of our Proxy Statement is a description of how the Corporate
Governance and Nominating Committee reviews and evaluates director candidates.

 We will revise our future filings accordingly to include
these By-Law requirements for director recommendations submitted by shareholders.

 Director Compensation in Fiscal Year 2006, page 13

 2. The statement on page 13 relating to the “stated preference of the SEC” is not clear. Clarify the reference to the
SEC’s “preference.” Refer also to similar disclosure that appears under the “Company Grant Practices” subsection on page 34.

 Response:

 Regulation S-K Item 402(d)(2)(vii) requires that if the exercise or base price of the option granted
is less than the closing market price of the underlying security on the date of grant, a separate adjoining, column showing the closing market price on the date of grant shall be added to the Grants of Plan-Based Awards Table. Additionally,
Instruction 3 to Regulation S-K Item 402(d) requires a description of the methodology for determining the exercise or base price of the option either by footnote or accompanying textual narrative if the exercise or base price of the option
granted is not the closing market price. These requirements differ from the accounting standards and tax rules, which provide a variety of acceptable approaches for calculating fair value.

 The Compensation and Benefits Committee (the Committee) changed how the Company sets the exercise price of stock options from the average of the high and
low trading price of our common stock on the date of grant to the closing price of our common stock on the date of grant directly in response to the Commission’s adoption of rules creating a disparity in treatment between approaches for
determining market price. We sought to explain the basis for this action in our Proxy Statement; however, we will remove this reference in future filings.

 Non-Employee Director Compensation in Fiscal Year 2006, page 13

 3. For each director, disclose by footnote to the
stock awards column the grant date fair value of each equity award computed in accordance with FAS 123R. See Instruction to Regulation S-K Item 402(k)(2)(iii) and (iv).

 2

 Response:

 We confirm supplementally that the stock awards granted to non-employee directors of the Company are not subject to a risk of forfeiture, and we direct your attention to the second sentence of Footnote (e) to the
table on page 13 of our Proxy Statement entitled Non-Employee Director Compensation in Fiscal Year 2006, stating that the grant date fair value of the stock awards is equal to the amount reported in the stock awards column.

 Policy and Procedures with Respect to Related Party Transactions, page 16

 4. It appears that both the Audit Committee and the Corporate Governance and Nominating Committee review related party transactions. Please explain how the two committees share responsibility for that review. Refer to
Item 404(b) of Regulation S-K.

 Response:

 As described on page 16 of our Proxy Statement, in addition to the Company’s Related Party Transaction Policies and Procedures (the Related Party Policy), which was adopted in February 2007, the Company has a
written Statement of Policy: Ethics and Business Conduct (the Business Conduct Policy) that requires Audit Committee review of all transactions between the Company and its executive officers, and the Corporate Governance and Nominating Committee
reviews related party transactions involving directors and director nominees in conjunction with director independence determinations. These policies pre-date but continue in operation following the adoption of the Related Party Policy. With the
formal adoption of the Company’s Related Party Policy, the Corporate Governance and Nominating Committee will review all related party transactions, including those that may be referred to it by the Audit Committee when the Audit Committee
receives a report of such a transaction from an executive required to disclose the transaction under the Company’s Business Conduct Policy.

 We will revise our future filings to more clearly state that the Audit Committee continues to receive reports of transactions under the Company’s Business Conduct Policy and refers transactions covered by the Related Party Policy to
the Corporate Governance and Nominating Committee for review and approval or ratification.

 Competitive Market Review, page 28

 5. If you have benchmarked different elements of your compensation against different benchmarking groups, please disclose the companies that comprise each
group. Refer to Item 402(b)(2)(xiv) of Regulation S-K. In addition, please disclose the actual percentiles for total compensation, and each benchmarked element of compensation, in the most recently-ended fiscal year. To the extent actual
compensation was outside a targeted percentile range, please explain why.

 3

 Response:

 As stated on page 28 of our Proxy Statement, the Committee benchmarks salary, Total Cash Compensation and Total Direct Compensation for the Named Executive Officers.

 Salaries are benchmarked against national survey data of over 200 companies with revenues greater than $10 billion, which includes companies from the
peer group described on page 28 of our Proxy Statement. Typically, the Company obtains three such surveys from independent third parties. As described on page 28 of our Proxy Statement, the Committee generally seeks to establish base salaries below
the median of this broader group of surveyed companies. Please refer to page 39 of our Proxy Statement where we discuss the salary for each Named Executive Officer, disclose the actual percentile range of the salary set for each Named Executive
Officer and explain any variance from our policy of targeting salaries below the median.

 The Committee benchmarks Total Cash Compensation
and Total Direct Compensation against the 13 peer group companies (the Peer Group) disclosed on page 28 of our Proxy Statement. As described on page 28, the Committee targets a range between the median and the seventy-fifth percentile of the Peer
Group for Total Cash Compensation and Total Direct Compensation. For 2006, all of the Named Executive Officers were below the seventy-fifth percentile of the Peer Group for Total Direct Compensation. All the Named Executive Officers also were below
the seventy-fifth percentile of the Peer Group for Total Cash Compensation except for Mr. Duffy due to his last salary increase in 2005 as explained on page 39.

 We will revise our future filings accordingly to more clearly explain these aspects of the Committee’s benchmarking process.

 Compensation Mix, page 28

 6. We note your discussion of your targeted mix of equity compensation. Please disclose
how the company assesses retention risk and the procedures by which an executive’s equity compensation mix is altered when risk is perceived. See Item 402(b)(1)(v) of Regulation S-K.

 Response:

 We refer you to the description of
our policy regarding the targeted mix of equity compensation on page 28 of our Proxy Statement and confirm supplementally that there was no variation from this policy during the year due to the assessment of retention risk except with respect to
Mr. Davidson. The Company determined that there was no retention risk with respect to Mr. Davidson due to his anticipated retirement in January 2007. Accordingly, as disclosed on pages 40 and 43 of our Proxy Statement, Mr. Davidson
did not receive any equity compensation awards in 2006. In the future, we will continue to describe and more clearly reference any variances from our policy resulting from the assessment of retention risk or other circumstances.

 4

 Tally Sheets, page 29

 7. As appropriate, please add disclosure addressing the Committee’s analysis of the information contained in the tally sheets and how the evaluation of this information resulted in specific awards for the fiscal
year or modifications to the manner in which you implement your compensation program. See Item 402(b)(1)(vi) of Regulation S-K.

 Response:

 The Committee refers to Tally Sheets when a specific compensation decision is being made, such as consideration of a salary
increase or determination of annual bonus compensation for a Named Executive Officer. In 2006, the Committee used Tally Sheets only as a reference point when it reviewed the elements of compensation consistent with the policies described herein and
in the Compensation Discussion and Analysis, including the benchmarking procedures described in our response to comment 5. If applicable, we will disclose in future filings how analysis of Tally Sheet information has affected specific awards or our
program. When we refer to Tally Sheets in other circumstances, we will clarify that they are used as a reference point for assessing consistency of awards with the policies described in the Compensation Discussion and Analysis.

 Compensation Elements, page 29

 8. Please
disclose more fully how you arrived at and why you paid each of the particular levels and forms of compensation for 2006. For example, you provide little, if any, analysis of how you set the total amount of cash available for distribution in the
incentive pool or how the evaluation of corporate and individual performance resulted in the specific payouts set forth in column (d) of the Summary Compensation Table. Provide a description of the specific levels of achievement of each named
executive officer relative to the corporate performance as well as any additional information pertaining to each individual’s performance that the Committee considered in determining specific payout levels for 2006. Similarly, you have provided
limited analysis of how you determined the number of stock options and restricted stock granted in 2006. Please disclose the specific factors you considered in ultimately approving particular pieces of each named executive officers’
compensation package and describe the reasons why the Committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific compensation decisions.

 Response:

 We will address your comments with
respect to the incentive pool and the annual cash bonus in our response to comment 10 below.

 With respect to stock options and restricted
stock, please refer to our discussion on pages 30 and 31 of our Proxy Statement. As described on page 30, the Committee’s objective for long-term incentives generally is to provide 50% to 70% of each Named Executive Officer’s Total Direct
Compensation in the form of equity compensation and, in setting the size of long-term

 5

incentive awards, the Committee’s goal is for our Named Executive Officers to be between the median and seventy-fifth percentile of the Peer Group for
Total Direct Compensation. The Senior Vice President-Human Resources (SVP-HR) and Chief Executive Officer (CEO) recommend to the Committee an aggregate value of long-term incentive awards for each Named Executive Officer (other than for the Chairman
and CEO, a determination that is reserved for the Committee), consistent with these standards. The Committee considered these recommendations, as well as the responsibility, individual performance and achievements of each Named Executive Officer,
and determined the final amount of the stock awards for each Named Executive Officer within the percentile ranges discussed above. Within the parameters described above, these determinations reflected subjective assessments that can not be
quantified in terms of purely objective or quantitative criteria. As described on pages 31 and 40, once the final value of the stock awards were determined for each Named Executive Officer, the awards of long-term incentives were allocated as 25%
performance stock units, 25% retention stock units and 50% stock options. As reflected in our response to Comment 6, we disclosed the bases for varying this approach for Mr. Davidson, and in the future we will continue to disclose any variation
from these policies with respect to a Named Executive Officer.

 9. Please provide sufficient quantitative and qualitative analysis of the
factors the Committee considered in making specific compensation awards. See Item 402(b)(1)(v) of Regulation S-K.

 Response:

Please refer to our responses to comment 8 and comment 10 and to the discussion on pages 36 through 40 of our Proxy Statement.

 Annual Cash Bonus, page 29

 10. Although you
state that you do not use targets, it is not clear how the internal measure of average network velocity and annual operating income growth that you use to calculate the funding of the incentive pool differ from specific items of corporate
performance that you are required to disclose under Item 402(b)(2)(v). Accordingly, please disclose the actual quantitative and qualitative measures of corporate performance that you correlate with the earning of bonus compensation. To the
extent you believe that such disclosure is not required because it would result in competitive harm such that you may omit the disclosure under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis
supporting your conclusion and provide appropriate disclosure under Instruction 4. General statements regarding the level of difficulty or ease associated with achieving corporate goals are generally not sufficient. In discussing how difficult it
will be for the company to achieve the performance objectives, please provide as much detail as necessary without providing information that would result in competitive harm.

 Response:

 As described on page 30 of o