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EXHIBIT 12(a)

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

|                                     |                                                          |      |                             |      |   |   |     |     |  
|------------------------------------ | -------------------------------------------------------- | ---- | --------------------------- | ---- | - | - | --- | --- | -
|                                     |                                                          |      | Three Months Ended June 30,
|                                     |                                                          |      |                            
|Millions of Dollars, Except Ratios   |                                                          | 2003 |                             | 2002
|                                     |                                                          |      |                             |     
|Earnings:                            |                                                          |      |                             |      |   |   |     |    
|                                     | Income before cumulative effect of accounting change     |      | $                           | 295  |   |   | $   | 316 |  
|                                     | Undistributed equity earnings                            |      |                             | (16  | ) |   |     | (10 | )
|                                     |                                                          |      |                             |      |   |   |     |    
|Total earnings                       |                                                          |      | 279                         |      |   |   | 306 |    
|                                     |                                                          |      |                             |      |   |   |     |    
|Income taxes                         |                                                          |      | 181                         |      |   |   | 182 |    
|                                     |                                                          |      |                             |      |   |   |     |    
|Fixed charges:                       |                                                          |      |                             |      |   |   |     |    
|                                     | Interest expense including amortization of debt discount |      |                             | 124  |   |   |     | 137 |  
|                                     | Portion of rentals representing an interest factor       |      |                             | 67   |   |   |     | 10  |  
|                                     |                                                          |      |                             |      |   |   |     |    
|                                     |                                                          |      |                             |      |   |   |     |     |  
|Total fixed charges                  |                                                          |      | 191                         |      |   |   | 147 |    
|                                     |                                                          |      |                             |      |   |   |     |    
|Earnings available for fixed charges |                                                          | $    | 651                         |      |   | $ | 635 |    
|                                     |                                                          |      |                             |      |   |   |     |    
|Ratio of earnings to fixed charges   |                                                          |      | 3.4                         |      |   |   | 4.3 |    
|                                     |                                                          |      |                             |      |   |   |     |