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 1030, ~~2006~~2007

Union Pacific Railroad Company ~~(Exact Name of Registrant as Specified in its Charter)~~

(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.)


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 5.02(b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal ~~Officers~~ Officers.

OnItem ~~January 10, 2006, Union Pacific Corporation (the Company) was informed via a letter dated January 9, 2006, from Dr~~8. ~~Ernesto~~01 ~~Zedillo~~Other Ponce de Leon, a director of both the Company and Union Pacific Railroad Company, the registrant and principal operating subsidiary of the Company, indicating that the demands of his current position as Director of the Yale Center for the Study of Globalization have increased and, therefore, he will not stand for re-election to the Board of Directors of the Company at its Annual Meeting in 2006Events. All of the Directors of the Company concurrently serve on the Board of Directors of both the registrant and the Company. Following consultations with Dr. Zedillo, the Company informed the Board of Directors of his decision on January 11, 2006.

On January 30, 2007, Union Pacific Corporation (the Company), the parent of Union Pacific Railroad Company, the registrant, announced that Richard K. Davidson, the Chairman of the Board of Directors of the Company, retired effective as of January 31, 2007, ending a 47-year career. In conjunction with Mr. Davidson’s retirement, the Board elected James R. Young, age 54, to succeed Mr. Davidson as the new Chairman of the Board. Mr. Young is the President and Chief Executive Officer of the Company and a current member of its Board of Directors, and he will also serve as Chairman of the Board of the registrant. All of the Directors of the Company concurrently serve on the Board of Directors of the registrant.

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 1730, ~~2006~~2007


UNION PACIFIC RAILROAD COMPANY

By:		/s/ J. Michael Hemmer
		J. Michael Hemmer
		Senior Vice President – Law and
		General Counsel

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