Exhibit 31(b)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Robert M. Knight, Jr., certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of Union Pacific Corporation; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: July 31, 2008
/s/ Robert M. Knight, Jr. |
Robert M. Knight, Jr. |
Executive Vice President – Finance and |
Chief Financial Officer |