SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* VILLARREAL JOSE H (Last) (First) (Middle) 1400 DOUGLAS ST. (Street) OMAHA NE 68179 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2009	3. Issuer Name and Ticker or Trading Symbol UNION PACIFIC CORP [ UNP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

No securities are beneficially owned.

	By: Trevor L. Kingston, Attorney-in-Fact For: Jose H. Villarreal	01/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS THAT I, Jose H. Villarreal,
a member as of January 1, 2009, of the Board of Directors
of Union Pacific Corporation,a Utah corporation (the "Company"),
do hereby appoint Barbara W. Schaefer, Thomas E. Whitaker
and Trevor L. Kingston, and each of them acting individually,
as my true and lawful attorney-in-fact and agent, each with
power to act without the other, with full power of substitution,
to execute, deliver and file, for and on my behalf, and in my
name and in my capacity as a director of Union Pacific
Corporation, a Form 3 and any and all Forms 4 or Forms 5 under
Section 16 of the Securities Exchange Act of 1934 and the rules
and interpretations promulgated thereunder, and any other
documents in support thereof or supplemental or amendatory
thereto, with respect to the ownership by or attributable to
me, directly or indirectly, of equity securities of the Company,
or derivative securities relating thereto, hereby granting to
such attorneys and agents and each of them full power and
authority to do and perform each and every act and thing
whatsoever as such attorney or attorneys and agents may deem
necessary or advisable to carry out fully the intent of the
foregoing as I might or could do personally or in my capacity
as a director, hereby ratifying and confirming all acts and
things which such attorney or attorneys and agents may do
or cause to be done by virtue of this Power of Attorney.

IN WITNESS WHEREOF, I have executed this Power of
Attorney as of December 8, 2008.


/s/ Jose H. Villarreal
__________________________________
Jose H. Villarreal