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EXHIBIT 12

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

|                                     |                                                          |      |                              |      |  |   |     |     |  
|------------------------------------ | -------------------------------------------------------- | ---- | ---------------------------- | ---- |  | - | --- | --- | -
|                                     |                                                          |      | Three Months Ended March 31,
|Millions of Dollars, Except Ratios   |                                                          | 2003 |                              | 2002
|                                     |                                                          |      |                              |     
|Earnings:                            |                                                          |      |                              |      |  |   |     |    
|                                     | Net income from continuing operations                    |      | $                            | 167  |  |   | $   | 243 |  
|                                     | Undistributed equity earnings                            |      |                              | 54   |  |   |     | (10 | )
|                                     |                                                          |      |                              |      |  |   |     |     |  
|Total earnings                       |                                                          |      | 221                          |      |  |   | 233 |    
|                                     |                                                          |      |                              |      |  |   |     |     |  
|Income taxes                         |                                                          |      | 92                           |      |  |   | 145 |    
|                                     |                                                          |      |                              |      |  |   |     |     |  
|Fixed charges:                       |                                                          |      |                              |      |  |   |     |    
|                                     | Interest expense including amortization of debt discount |      |                              | 126  |  |   |     | 139 |  
|                                     | Portion of rentals representing an interest factor       |      |                              | 10   |  |   |     | 11  |  
|                                     |                                                          |      |                              |      |  |   |     |     |  
|Total fixed charges                  |                                                          |      | 136                          |      |  |   | 150 |    
|                                     |                                                          |      |                              |      |  |   |     |     |  
|Earnings available for fixed charges |                                                          | $    | 449                          |      |  | $ | 528 |    
|                                     |                                                          |      |                              |      |  |   |     |     |  
|Ratio of earnings to fixed charges   |                                                          |      | 3.3                          |      |  |   | 3.5 |    
|                                     |                                                          |      |                              |      |  |   |     |     |