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