This project included the removal and replacement of the Union Pacific Railroad bridge 69.91 Milwaukee Subdivision over the Root River in Caledonia, WI. The existing 350 ft long five span deck plate girder bridge was removed and replaced with a 306 ft long, five span prefabricated ballast deck, steel beam bridge. A temporary bridge was constructed adjacent to the existing bridge to facilitate the construction. The new bridge substructure which included H-piles and precast concrete pier caps was built under and around the existing bridge during normal work hours and rail traffic. The bridge removal and replacement was performed under a 72 hour curfew track outage on 11/14 – 11/17/14 with the major portion of the bridge work completed in 30 hours.