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* MCCONNELL MICHAEL W (Last) (First) (Middle) BROWN BROTHERS HARRIMAN & CO. 140 BROADWAY (Street) NEW YORK NY 10005-1101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2004	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: Laura A. Heisterkamp, Attorney-in-Fact For: Michael W. McConnell	01/29/2004
	** 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.
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SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS THAT I, Michael W. McConnell, a member
of the Board of Directors of Union Pacific Corporation, a Utah
corporation (the "Company"), do hereby appoint Carl W. von Bernuth,
Thomas E. Whitaker, and Laura A. Heisterkamp, 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 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 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 January 29, 2004.



				______________________________
					Michael W. McConnell