UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : ~~January~~April 2721, 2005

Union Pacific Railroad Company

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-6146	94-6001323
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

1400 Douglas Street, Omaha, Nebraska

68179

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s telephone number, including area code: (402) 544-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the

filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):


¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Principal~~Financial ~~Officers;~~Condition ~~Election of Directors; Appointment~~

ofOn ~~Principal~~April ~~Officers~~21, 2005, Union Pacific Corporation (the Company), the corporate parent of

~~(b) On~~Union ~~January~~Pacific ~~27,~~Railroad ~~2005~~Company, ~~Ivor~~issued J.a ~~(Ike)~~press ~~Evans,~~release announcing ~~vice~~the ~~chairman~~Company’s ~~and~~financial ~~director of Union~~

~~Pacific~~results ~~Corporation~~for (the ~~Company)~~first ~~and~~quarter ~~Union~~of ~~Pacific~~2005. ~~Railroad~~A ~~Company,~~copy of the ~~principal~~press ~~operating~~release is furnished herewith as Exhibit

~~subsidiary~~99.1 ofto ~~the~~this ~~Company,~~Current ~~informed~~Report. ~~the Board of Directors of the Company that he intends to~~

~~retire~~Item ~~effective~~9.01 ~~February~~Financial ~~28, 2005.~~Statements and Exhibits

(c)

Exhibits


Exhibit 99.1		Press Release, dated April 21, 2005, announcing Union Pacific Corporation’s financial results for the first quarter of 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly

caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~January~~ 28April 21, 2005

UNION PACIFIC RAILROAD COMPANY By: /s/ JRobert M. ~~Michael~~Knight, ~~Hemmer~~Jr. JRobert M. ~~Michael~~Knight, ~~Hemmer~~Jr. ~~Senior~~Executive Vice President – ~~Law~~Finance and ~~General~~Chief ~~Counsel~~Financial Officer

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