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~~December 3019, 2007

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.)


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 7.~~02(b)~~01 ~~Departure~~Regulation ofFD ~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Disclosure.

~~Item~~On 8December 19, 2007, Union Pacific Corporation (the “Company”), the corporate parent of the registrant, issued a press release updating the Company’s earnings outlook for the fourth quarter of 2007.01 ~~Other~~A ~~Events~~copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~On January~~Item ~~30, 2007, Union Pacific Corporation (the Company), the parent of Union Pacific Railroad Company, the registrant, announced that Richard K~~9.01 ~~Davidson,~~Financial ~~the~~Statements 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~~Exhibits. ~~All of the Directors of the Company concurrently serve on the Board of Directors of the registrant.~~

99.1

Press Release of Union Pacific Corporation, dated December 19, 2007

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~~December 3019, 2007

UNION PACIFIC RAILROAD COMPANY By: /sS/ 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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