X0202 4 2005-01-31 0 0000100885 UNION PACIFIC CORP UNP 0001024379 DAVIDSON RICHARD K 1400 DOUGLAS STREET OMAHA NE 68179 1 1 0 0 CHRMN CEO & PRES Common Stock 2005-01-31 4 F 0 1851.5677 59.64 D 400004.4323 D Common Stock 2005-01-31 4 J 0 71751.4323 0 D 328253 D Common Stock 2005-01-31 4 J 0 71751.4323 0 A 318871.8975 I (1) Common Stock 4737.0854 I by Managed Account Common Stock 15910 I by Spouse Common Stock 448214 I by Trust Represents conversion of restricted stock units to fully vested stock units with a distribution ratio of 1:1 - Payable only in shares of common stock at termination of employment or a date certain. The reported transaction constitutes a change of beneficial ownership from direct to indirect upon vesting of the restricted stock units. Includes holdings in employee 401(k) benefit plan as of Transaction Date. The reporting person disclaims beneficial ownership of these securities. These shares were previously reported as directly beneficially owned but were contributed to trusts through various transactions, which represent merely a change in the form of beneficial ownership. The reporting person is both the trustee and beneficiary. By: Laura A. Heisterkamp, Attorney-in-Fact For: Richard K. Davidson 2005-02-02