EXHIBIT 23

                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this registration statement of
Union Pacific Corporation on Form S-3 of our report dated January 24, 2002,
appearing in the Annual Report on Form 10-K of Union Pacific Corporation for
the year ended December 31, 2001 and to the reference to us under the heading
"Experts" in the prospectus, which is part of this registration statement.

/S/  DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Omaha, Nebraska
May 20, 2002