Exhibit 12

Ratio of Earnings to Fixed Charges

Union Pacific Corporation and Subsidiary Companies

(Unaudited)

	Three Months Ended March 31,
Millions of Dollars, Except for Ratios	2008		2007
Fixed charges:
Interest expense, including amortization of debt discount	$126		$113
Portion of rentals representing an interest factor	55		60
Total fixed charges	$181		$173
Earnings available for fixed charges:
Net income	$443		$386
Equity earnings net of distribution	(9	)	(15	)
Income taxes	244		235
Fixed charges	181		173
Earnings available for fixed charges	$859		$779
Ratio of earnings to fixed charges	4.7		4.5