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* DAVIS ERROLL B JR (Last) (First) (Middle) ALLIANT ENERGY P.O. BOX 77007 (Street) MADISON WI 53707-1007 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2004	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: Erroll B. Davis, Jr.	06/02/2004
	** 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.
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,
Erroll B. Davis, Jr., member of the Board of
Directors of Union Pacific Corporation, a Utah
Corporation (the "Company"), do hereby appoint
Barbara W. Schaefer, Thomas E. Whitaker, Laura
A. Heisterkamp, and James J. Theisen, Jr.,
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 June 1, 2004.

/s/ Erroll B. Davis, Jr.