SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS THAT I, Dennis J. Duffy,
Executive Vice President-Operation of Union Pacific Corporation,
a Utah corporation (the "Company"),do hereby appoint
Barbara W. Schaefer, Thomas E. Whitaker, Michael M. Hemenway
and Trevor L. Kingston, 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 officer of Union Pacific Corporation,
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
officer, 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 July 1, 2005.



__________________________________
Dennis J. Duffy