EXHIBIT 12

Ratio of Earnings to Fixed Charges
Union Pacific Corporation and Subsidiary Companies
(Unaudited)

		Three Months Ended March 31,
Millions of Dollars, Except Ratios		2003		2002
Earnings:
	Net income from continuing operations	$	155	$	222
	Undistributed equity earnings		54		(10	)
Total earnings			209		212
Income taxes			88		135
Fixed charges:
	Interest expense including amortization of debt discount		151		163
	Portion of rentals representing an interest factor		11		12
Total fixed charges			162		175
Earnings available for fixed charges		$	459	$	522
Ratio of earnings to fixed charges			2.8		3.0