Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On October, 2008, Union Pacific Corporation (the "Company") entered into an Underwriting Agreement for the sale of $750,000,000 in aggregate principal amount of its 7.875% Notes due 2019 (the "Notes"). The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration on Form S-3 (File No. 333-141084) (the "Registration Statement"). The Notes are issuable pursuant to an Indenture dated as of April 1, 1999 between The Bank of New York, as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as trustee, and the Company.

Attached as Exhibit 1.1 is the Underwriting Agreement dated October 2, 2008 between the Company and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of James J. Theisen, Jr., Assistant General Counsel to the Company, regarding certain aspects of the legality of the Notes.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

1.1 Underwriting Agreement, dated October 2, 2008, between Union Pacific Corporation and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several underwriters relating to $750,000,000 in aggregate principal amount of the Company's 7.875% Notes due 2019.

4.1 Form of 7.875% Note due 2019.

5.1 Opinion of James J. Theisen, Jr., Assistant General Counsel to the Company regarding certain aspects of the legality of the Notes.

23.1 Consent of James J. Theisen, Jr. (included as part of Exhibit 5.1).

---