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EXHIBIT 12(b)

Ratio of Earnings to Fixed ChargesUnion Pacific Railroad Company and Consolidated Subsidiary and Affiliate Companies
(Unaudited)

|                                     |                                                          |      |                           |      |  |   |       |     |  
|------------------------------------ | -------------------------------------------------------- | ---- | ------------------------- | ---- |  | - | ----- | --- | -
|                                     |                                                          |      | Six Months Ended June 30,
|                                     |                                                          |      |                          
|Millions of Dollars, Except Ratios   |                                                          | 2003 |                           | 2002
|                                     |                                                          |      |                           |     
|Earnings:                            |                                                          |      |                           |      |  |   |       |    
|                                     | Income before cumulative effect of accounting change     |      | $                         | 462  |  |   | $     | 559 |  
|                                     | Undistributed equity earnings                            |      |                           | 38   |  |   |       | (21 | )
|                                     |                                                          |      |                           |      |  |   |       |    
|Total earnings                       |                                                          |      | 500                       |      |  |   | 538   |    
|                                     |                                                          |      |                           |      |  |   |       |    
|Income taxes                         |                                                          |      | 273                       |      |  |   | 327   |    
|                                     |                                                          |      |                           |      |  |   |       |    
|Fixed charges:                       |                                                          |      |                           |      |  |   |       |    
|                                     | Interest expense including amortization of debt discount |      |                           | 250  |  |   |       | 276 |  
|                                     | Portion of rentals representing an interest factor       |      |                           | 77   |  |   |       | 21  |  
|                                     |                                                          |      |                           |      |  |   |       |    
|Total fixed charges                  |                                                          |      | 327                       |      |  |   | 297   |    
|                                     |                                                          |      |                           |      |  |   |       |    
|Earnings available for fixed charges |                                                          | $    | 1,100                     |      |  | $ | 1,162 |    
|                                     |                                                          |      |                           |      |  |   |       |    
|Ratio of earnings to fixed charges   |                                                          |      | 3.4                       |      |  |   | 3.9   |    
|                                     |                                                          |      |                           |      |  |   |       |