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* FRITZ LANCE M (Last) (First) (Middle) 1400 DOUGLAS STREET (Street) OMAHA NE 68179 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2010	3. Issuer Name and Ticker or Trading Symbol UNION PACIFIC CORP [ UNP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP OPS	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)
Common Stock	74,180.916	D

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
Non-Qualified Stock Option (right to buy)(1)	01/26/2007(1)	01/26/2016	Common Stock	25,800	43.03	D
Non-Qualified Stock Option (right to buy)(1)	02/05/2010(1)	02/05/2019	Common Stock	21,177	47.28	D
Non-Qualified Stock Option (right to buy)(1)	01/30/2008(1)	01/30/2017	Common Stock	17,904	48.49	D
Non-Qualified Stock Option (right to buy)(1)	02/04/2011(1)	02/04/2020	Common Stock	10,404	60.98	D
Non-Qualified Stock Option (right to buy)(1)	01/31/2009(1)	01/31/2018	Common Stock	16,242	62.38	D

Explanation of Responses:

1. This option becomes exercisable in three equal installments starting one year from the grant date.

	By: Trevor L. Kingston, Attorney-in-Fact For: Lance M. Fritz	09/01/2010
	** 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, Lance M. Fritz,
Executive Vice President - Operations of Union Pacific
Railroad Company, a Delaware corporation (the "Company"),
do hereby appoint Barbara W. Schaefer, James J. Theisen, Jr.,
Trevor L. Kingston and Kelly M. Cranor, and each of them
acting individually, as my true and lawful attorney-in-fact,
each with power to act without the other in full power of
substitution, to execute, deliver and file, for and on my
behalf, and in my name and in my capacity as an officer of
the Company, 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's parent company, Union Pacific Corporation, a Utah
Corporation, or derivative securities relating thereto, hereby
granting to such attorneys and each of them full power and
authority to do and perform each and every act and thing
whatsoever as such attorney or attorneys 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 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 September 1, 2010.


/s/ Lance M. Fritz
__________________________________
Lance M. Fritz