<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF GRANT THORNTON LLP
<TEXT>
<PAGE>

                                                                   EXHIBIT 23.2

                         INDEPENDENT AUDITORS' CONSENT

   We have issued our report dated January 25, 2001 accompanying the
consolidated financial statements of Motor Cargo Industries, Inc. and
Subsidiaries as of December 31, 2000 and 1999 and for each of the three years
in the period ended December 31, 2000, contained in the Form S-4 Registration
Statement and Prospectus of Union Pacific Corporation. We consent to the use of
the aforementioned report in the Registration Statement and Prospectus and to
the use of our name as it appears under the caption "Motor Cargo Selected
Consolidated Historical Financial Data" and "Experts".


                                          GRANT THORNTON LLP

Salt Lake City, Utah
November 26, 2001


</TEXT>
</DOCUMENT>
