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EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of Union Pacific
Railroad Company (the Company) on Form 10-Q for the period ending June 30, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
Report), I, Richard K. Davidson, Chairman and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge,
that:

(1)  The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

|                                                                                                                        | 
|----------------------------------------------------------------------------------------------------------------------- | 
|By:      /s/ Richard K. DavidsonRichard K. Davidson
Chairman and
Chief Executive Officer
Union Pacific Railroad Company
|                                                                                                                       
|August 14, 2003                                                                                                        

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of Union Pacific
Railroad Company (the Company) on Form 10-Q for the period ending June 30, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
Report), I, James R. Young, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)  The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

|                                                                                                 | 
|------------------------------------------------------------------------------------------------ | 
|By:      /s/ James R. YoungJames R. Young
Chief Financial Officer
Union Pacific Railroad Company
|                                                                                                
|August 14, 2003                                                                                 

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.