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 27, 2005

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment

of Principal Officers

(b) On January 27, 2005, Ivor J. (Ike) Evans, vice chairman and director of Union

Pacific Corporation (the Company) and Union Pacific Railroad Company, the principal operating

subsidiary of the Company, informed the Board of Directors of the Company that he intends to

retire effective February 28, 2005.

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 28, 2005


UNION PACIFIC RAILROAD COMPANY
By:		/s/ J. Michael Hemmer
		J. Michael Hemmer
		Senior Vice President – Law and General Counsel

UNION PACIFIC RAILROAD CO/DE 8-K