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
 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.



FirstName LastNameRobert M. Knight, Jr.                       Sincerely,
Comapany NameUnion Pacific Corporation
                                                              Division of
Corporation Finance
September 23, 2019 Page 2                                     Office of
Transportation and Leisure
FirstName LastName