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<center><font size=-2>As filed with the Securities and Exchange Commission
on May 16, 2006</font></center>

<div align=right><font size=-2>Registration No. 333-____</font></div>

<center><b><font size=+1>UNITED STATES</font></b>
<p><b><font size=+1>SECURITIES AND EXCHANGE COMMISSION</font></b>
<br><b><font size=-1>Washington, D.C. 20549</font></b>
<p><b><font size=-1>FORM S-8</font></b>
<br><b><font size=-1>REGISTRATION STATEMENT</font></b>
<br><b><font size=-1>UNDER</font></b>
<br><b><font size=-1>THE SECURITIES ACT OF 1933</font></b>
<p><b><font face="Times New Roman Bold,Times New Roman"><font size=+1>UAL
CORPORATION</font></font></b>
<p><font size=-2>(Exact name of registrant as specified in its charter)</font></center>

<center><table CELLSPACING=0 CELLPADDING=2 WIDTH="624" >
<tr>
<td VALIGN=TOP WIDTH="50%">
<dir>
<center><b><font size=-1>Delaware</font></b></center>
</dir>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><b><font size=-1>36-2675207</font></b></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%">
<center><font size=-2>(State or other jurisdiction of</font>
<br><font size=-2>incorporation or organization)</font></center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><font size=-2>(I.R.S. Employer</font>
<br><font size=-2>Identification No.)</font></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%">&nbsp;</td>

<td VALIGN=TOP WIDTH="50%">&nbsp;</td>
</tr>

<tr>
<td VALIGN=BOTTOM WIDTH="50%">
<dir>
<center><b><font size=-1>1200 East Algonquin Road</font></b>
<br><b><font size=-1>Elk Grove Township, Illinois&nbsp;</font></b></center>
</dir>
</td>

<td VALIGN=BOTTOM WIDTH="50%">
<center><b><font size=-1>60007</font></b></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%">
<center><font size=-2>(Address of Principal Executive Offices)</font></center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><font size=-2>(Zip Code)</font></center>
</td>
</tr>
</table></center>

<center>
<p><b><font size=-1>United Airlines Pilot Directed Account Plan</font></b>
<p><font size=-2>(Full Title of the Plan)</font>
<p><font face="CG Times,Times New Roman"><font size=-1>Paul R. Lovejoy,
Esq.</font></font>
<br><font face="CG Times,Times New Roman"><font size=-1>Senior Vice President,
General Counsel and Secretary</font></font>
<p><font size=-2>UAL Corporation</font>
<br><font size=-2>1200 East Algonquin Road</font>
<br><font size=-2>Elk Grove Township, Illinois 60007</font>
<br><font size=-2>(847) 700-4000</font>
<p><font size=-2>(Name and address, including zip code, and telephone number,
including area code, of agent for services)</font>
<p><b><font size=-2>CALCULATION OF REGISTRATION FEE</font></b></center>

<p><br>
<center><table CELLPADDING=2 WIDTH="638" >
<tr>
<td VALIGN=BOTTOM WIDTH="20%">
<center><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>Title
of securities to be</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>registered</font></font></b></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>Amount
to be</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>registered
(1)</font></font></b></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>Proposed
maximum</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>offering
price per</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>share
(2)</font></font></b></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>Proposed
maximum</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>aggregate
offering</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>price
(2)</font></font></b></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%">
<center><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>Amount
of</font></font></b>
<br><b><font face="Times New Roman Bold,Times New Roman"><font size=-2>Registration
Fee</font></font></b></center>
</td>
</tr>

<tr>
<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="24"><font size=-2>Common Stock, $.01
par value per share</font></td>

<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="24">
<center><font size=-2>2,000,000 shares</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="24">
<center><font size=-2>$34.40</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="24">
<center><font size=-2>$68,800,000</font></center>
</td>

<td VALIGN=BOTTOM WIDTH="20%" HEIGHT="24">
<center><font size=-2>$7,361.60</font></center>
</td>
</tr>
</table></center>

<p><font size=-1>________________________</font>
<br>&nbsp;
<blockquote><font size=-2>(1)&nbsp;&nbsp;&nbsp; Pursuant to Rule 416 under
the Securities Act of 1933, as amended, this registration statement on
Form S-8 (this "Registration Statement") shall also cover any additional
shares of Common Stock which become issuable under the above-named plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the above-named plan.</font>
<p><font size=-2>(2)&nbsp;&nbsp;&nbsp; Estimated pursuant to Rules 457(c)
and (h) under the Securities Act solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and
low prices of the registrant's Common Stock reported on The NASDAQ National
Market on May 9, 2006.</font></blockquote>

<center><b><font size=-1>PART I</font></b>
<p><b><font size=-1>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</font></b></center>

<p><b>Item 1. Plan Information.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
documents containing the information specified in Part I will be delivered
in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not required to be, and are
not, filed with the Securities and Exchange Commission ("Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part
II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
<p><b>Item 2. Registrant Information and Employee Plan Annual Information.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Upon
written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible plan participants pursuant to Rule
428(b) of the Securities Act or additional information about the terms
of the United Airlines Pilot Directed Account Plan (the "Plan") and available
without charge by contacting:
<center>
<p><font face="CG Times,Times New Roman"><font size=-1>Paul R. Lovejoy,
Esq.</font></font>
<br><font face="CG Times,Times New Roman"><font size=-1>Senior Vice President,
General Counsel and Secretary</font></font>
<br><font size=-1>UAL Corporation</font>
<br><font size=-1>1200 East Algonquin Road</font>
<br><font size=-1>Elk Grove Township, Illinois 60007</font>
<br><font size=-1>(847) 700-4000</font>
<p><font size=-1>PART II</font>
<p><font size=-1>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></center>

<p><br>
<br>
<p><b><font size=-1>I</font>tem 3. Incorporation of Documents by Reference.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
following documents, which have been filed by UAL Corporation (the "Company")
with the Commission, are incorporated in this Registration Statement by
reference:
<br>&nbsp;
<blockquote>
<blockquote>(a)&nbsp;&nbsp;&nbsp; the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2005, filed on March 31,
2006 (File No. 001-06033);
<p>(b)&nbsp;&nbsp;&nbsp; the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 31, 2006, filed on May 10,
2006 (File No. 001-06033);
<p>(c)&nbsp;&nbsp;&nbsp; the Company's Current Reports on Form 8-K January
9, 2006; January 11, 2006,
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; January 17, 2006, January
23, 2006, January 27, 2006, February 1, 2006, February 7,
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2006, February 21, 2006,
February 28, 2006, April 14, 2006 and May 8, 2006 (each
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; File No. 001-06033); and
<p>(d)&nbsp;&nbsp;&nbsp; the description of the Company's Common Stock,
par value $.01 per share, set forth in
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; its Registration Statement
on Form 8-A filed on February 1, 2006 (File No. 001-06033).</blockquote>
</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All
documents subsequently filed by the Company or by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from
the date of the filing of such documents.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
<br>&nbsp;
<p><b>Item 4. Description of Securities.</b>
<p><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

</font>Not applicable.
<p><b>Item 5. Interests of Named Experts and Counsel.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.
<p><b>Item 6. Indemnification of Directors and Officers.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Company's Restated Certificate of Incorporation (the "Certificate of Incorporation")
provides that no director will be personally liable to the Company or any
of its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability for (i) any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law (the "GCL") or (iv) for any transaction from which a director derived
an improper personal benefit.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Certificate of Incorporation also provides that each person who was or
is made a party or is threatened to be made a party or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a ''proceeding''),
by reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director, officer, or employee, of
the Company or is or was serving at the request of the Company as a director,
officer, or employee of another corporation or of a partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless
by the Company to the fullest extent authorized by the GCL, as the same
exists or may hereafter be amended, against all expense, liability and
loss actually and reasonably incurred or suffered by such person in connection
therewith. Such indemnification shall continue as to a person who has ceased
to be a director, officer, or employee and shall inure to the benefit of
his or her heirs, executors and administrators. Under provisions of the
Certificate of Incorporation, notwithstanding anything to the contrary,
the Company shall not be obligated to indemnify a director, officer, or
employee for costs and expenses relating to proceedings (or any part thereof)
instituted against the Company by such director, officer, or employee (other
than proceedings pursuant to which such director, officer, or employee
is seeking to enforce such director's, officer's, or employee's indemnification
rights hereunder). The right to indemnification includes the right to be
paid by the Company the expenses incurred in defending any such proceeding
in advance of its final disposition.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
right to indemnification set forth in the Certificate of Incorporation
is not exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In
addition, the Certificate of Incorporation provides that the Company may
maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Company or another corporation, partnership,
joint venture, trust or other enterprise against any such expense, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the GCL.
<p><b>Item 7. Exemption from Registration Claimed.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.
<p><b>Item 8. Exhibits.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; See
the accompanying Exhibit Index for a list of Exhibits to this Registration
Statement.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In
lieu of an opinion of counsel concerning the compliance of the Plan with
the requirements of ERISA, the Company hereby undertakes that it will submit
such Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in order
to qualify such Plan.
<p><b>Item 9. Undertakings.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes:
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp; to file, during any period in which offers or sales
are being made, a post-effective amendment
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to this Registration Statement:
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp; to include any prospectus required by Section 10(a)(3)
of the Securities Act;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp; to reflect in the prospectus any facts or events
arising after the effective date of this
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Registration Statement (or
most recent post-effective amendment thereof) which, individually or in
the aggregate,
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; represent a fundamental
change in the information set forth in this Registration Statement. Notwithstanding
the
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; foregoing, any increase
or decrease in the volume of securities offered (if the total dollar value
of securities offered
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; would not exceed that which
was registered) and any deviation from the low or high end of the estimated
maximum
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp; to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
<dir>
<dir><i>provided, however</i>, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement;</dir>
</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp; that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<center>
<p><b>SIGNATURES</b></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Elk Grove Township, State of Illinois, on May 16, 2006.
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir><b>UAL CORPORATION</b>
<br>&nbsp;
<p>By: <u>/s/ Frederic F. Brace</u>
<br>Name: Frederic F. Brace
<br>Title: Executive Vice President and Chief Financial Officer</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>

<center><b>POWER OF ATTORNEY</b></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Glenn F. Tilton and Frederic F. Brace, and each
or either of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 16, 2006.
<br>&nbsp;
<table CELLSPACING=0 CELLPADDING=2 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="50%"><u>Signature</u></td>

<td VALIGN=TOP WIDTH="50%"><u>Title</u></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Glenn F. Tilton&nbsp;</u>
<br><u>Glenn F. Tilton</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Chairman of the Board of Directors,&nbsp;
<br>President and Chief Executive Officer
<br>(principal executive officer)
<br>&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Frederic F. Brace&nbsp;</u>
<br><u>Frederic F. Brace</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Executive Vice President and Chief Financial
Officer
<br>(principal financial and accounting officer)</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Richard J. Almeida&nbsp;</u>
<br><u>Richard J. Almeida</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Mark A. Bathurst&nbsp;</u>
<br><u>Mark A. Bathurst</u></td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>
</table>

<table BORDER=0 CELLSPACING=0 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Stephen R. Canale&nbsp;</u>
<br><u>Stephen R. Canale</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ W. James Farrell&nbsp;</u>
<br><u>W. James Farrell</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Walter Isaacson&nbsp;</u>
<br><u>Walter Isaacson</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Janet Langford Kelly&nbsp;</u>
<br><u>Janet Langford Kelly</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Robert D. Krebs&nbsp;</u>
<br><u>Robert D. Krebs</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ Robert S. Miller, Jr.&nbsp;</u>
<br><u>Robert S. Miller, Jr.</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ James J. O'Connor&nbsp;</u>
<br><u>James J. O'Connor</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ David Vitale&nbsp;</u>
<br><u>David Vitale</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%"><u>/s/ John H. Walker&nbsp;</u>
<br><u>John H. Walker</u>
<br>&nbsp;</td>

<td VALIGN=BOTTOM WIDTH="50%">Director</td>
</tr>
</table>

<center>
<p><b><font size=-1>EXHIBIT INDEX</font></b></center>

<p><br>
<table CELLSPACING=0 CELLPADDING=2 WIDTH="628" >
<tr>
<td VALIGN=BOTTOM WIDTH="23%"><b><font size=-1>Exhibit</font></b>
<br><b><font size=-1>Number</font></b></td>

<td VALIGN=BOTTOM WIDTH="77%"><b><font size=-1>Description</font></b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="23%">
<dir><font size=-1>4.1</font></dir>
</td>

<td VALIGN=TOP WIDTH="77%"><font size=-1>Restated Certificate of UAL Corporation
(incorporated by reference to Exhibit 3.1 of the Company's Current Report
on Form 8-K, filed on February 1, 2006 (Commission File No. 001-06033))</font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="23%">
<dir><font size=-1>4.2</font></dir>
</td>

<td VALIGN=TOP WIDTH="77%"><font size=-1>Amended and Restated Bylaws of
UAL Corporation (incorporated by reference to Exhibit 3.2 of the Company's
Current Report on Form 8-K, filed on February 1, 2006 (Commission File
No. 001-06033))</font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="23%">
<dir><font size=-1>23.1</font></dir>
</td>

<td VALIGN=TOP WIDTH="77%"><font size=-1>Consent of Deloitte &amp; Touche
LLP (filed herewith).</font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="23%">
<dir><font size=-1>24</font></dir>
</td>

<td VALIGN=TOP WIDTH="77%"><font size=-1>Power of Attorney (contained on
the signature page to this Registration Statement).</font></td>
</tr>
</table>

</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "pdap.htm", "secsgml_size_bytes": 28001}]
{"company-data": {"conformed-name": "UAL CORP /DE/", "cik": "0000100517", "assigned-sic": "4512", "irs-number": "362675207", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134165", "film-number": "06845642"}, "business-address": {"street1": "1200 ALGONQUIN ROAD", "city": "ELK GROVE TOWNSHIP", "state": "IL", "zip": "60007", "phone": "8477004000"}, "mail-address": {"street1": "JOHN LAKOSIL - WHQLD", "street2": "1200 E. ALGONQUIN ROAD", "city": "ELK GROVE TOWNSHIP", "state": "IL", "zip": "60007"}, "former-company": [{"former-conformed-name": "ALLEGIS CORP", "date-changed": "19880613"}, {"former-conformed-name": "UAL INC", "date-changed": "19870517"}]}
Blank document-portrait
As filed with the Securities and Exchange Commission
on May 16, 2006
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UAL
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
36-2675207
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1200 East Algonquin Road
Elk Grove Township, Illinois
60007
(Address of Principal Executive Offices)
(Zip Code)
United Airlines Pilot Directed Account Plan
(Full Title of the Plan)
Paul R. Lovejoy,
Esq.
Senior Vice President,
General Counsel and Secretary
UAL Corporation
1200 East Algonquin Road
Elk Grove Township, Illinois 60007
(847) 700-4000
(Name and address, including zip code, and telephone number,
including area code, of agent for services)
CALCULATION OF REGISTRATION FEE
Title
of securities to be
registered
Amount
to be
registered
(1)
Proposed
maximum
offering
price per
share
(2)
Proposed
maximum
aggregate
offering
price
(2)
Amount
of
Registration
Fee
Common Stock, $.01
par value per share
2,000,000 shares
$34.40
$68,800,000
$7,361.60
________________________
(1)    Pursuant to Rule 416 under
the Securities Act of 1933, as amended, this registration statement on
Form S-8 (this "Registration Statement") shall also cover any additional
shares of Common Stock which become issuable under the above-named plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the above-named plan.
(2)    Estimated pursuant to Rules 457(c)
and (h) under the Securities Act solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and
low prices of the registrant's Common Stock reported on The NASDAQ National
Market on May 9, 2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The
documents containing the information specified in Part I will be delivered
in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not required to be, and are
not, filed with the Securities and Exchange Commission ("Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part
II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible plan participants pursuant to Rule
428(b) of the Securities Act or additional information about the terms
of the United Airlines Pilot Directed Account Plan (the "Plan") and available
without charge by contacting:
Paul R. Lovejoy,
Esq.
Senior Vice President,
General Counsel and Secretary
UAL Corporation
1200 East Algonquin Road
Elk Grove Township, Illinois 60007
(847) 700-4000
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
I
tem 3. Incorporation of Documents by Reference.
The
following documents, which have been filed by UAL Corporation (the "Company")
with the Commission, are incorporated in this Registration Statement by
reference:
(a)    the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
2005, filed on March 31,
2006 (File No. 001-06033);
(b)    the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March
31, 2006, filed on May 10,
2006 (File No. 001-06033);
(c)    the Company's Current Reports on Form 8-K January
9, 2006; January 11, 2006,
January 17, 2006, January
23, 2006, January 27, 2006, February 1, 2006, February 7,
2006, February 21, 2006,
February 28, 2006, April 14, 2006 and May 8, 2006 (each
File No. 001-06033); and
(d)    the description of the Company's Common Stock,
par value $.01 per share, set forth in
its Registration Statement
on Form 8-A filed on February 1, 2006 (File No. 001-06033).
All
documents subsequently filed by the Company or by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from
the date of the filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not
applicable.
Item 6. Indemnification of Directors and Officers.
The
Company's Restated Certificate of Incorporation (the "Certificate of Incorporation")
provides that no director will be personally liable to the Company or any
of its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability for (i) any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law (the "GCL") or (iv) for any transaction from which a director derived
an improper personal benefit.
The
Certificate of Incorporation also provides that each person who was or
is made a party or is threatened to be made a party or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a ''proceeding''),
by reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director, officer, or employee, of
the Company or is or was serving at the request of the Company as a director,
officer, or employee of another corporation or of a partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless
by the Company to the fullest extent authorized by the GCL, as the same
exists or may hereafter be amended, against all expense, liability and
loss actually and reasonably incurred or suffered by such person in connection
therewith. Such indemnification shall continue as to a person who has ceased
to be a director, officer, or employee and shall inure to the benefit of
his or her heirs, executors and administrators. Under provisions of the
Certificate of Incorporation, notwithstanding anything to the contrary,
the Company shall not be obligated to indemnify a director, officer, or
employee for costs and expenses relating to proceedings (or any part thereof)
instituted against the Company by such director, officer, or employee (other
than proceedings pursuant to which such director, officer, or employee
is seeking to enforce such director's, officer's, or employee's indemnification
rights hereunder). The right to indemnification includes the right to be
paid by the Company the expenses incurred in defending any such proceeding
in advance of its final disposition.
The
right to indemnification set forth in the Certificate of Incorporation
is not exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
In
addition, the Certificate of Incorporation provides that the Company may
maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Company or another corporation, partnership,
joint venture, trust or other enterprise against any such expense, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expense, liability or loss under the GCL.
Item 7. Exemption from Registration Claimed.
Not
applicable.
Item 8. Exhibits.
See
the accompanying Exhibit Index for a list of Exhibits to this Registration
Statement.
In
lieu of an opinion of counsel concerning the compliance of the Plan with
the requirements of ERISA, the Company hereby undertakes that it will submit
such Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in order
to qualify such Plan.
Item 9. Undertakings.
(a)    The undersigned registrant hereby undertakes:
(1)    to file, during any period in which offers or sales
are being made, a post-effective amendment
to this Registration Statement:
(i)    to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii)    to reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or
most recent post-effective amendment thereof) which, individually or in
the aggregate,
represent a fundamental
change in the information set forth in this Registration Statement. Notwithstanding
the
foregoing, any increase
or decrease in the volume of securities offered (if the total dollar value
of securities offered
would not exceed that which
was registered) and any deviation from the low or high end of the estimated
maximum
offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the
aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering
price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(iii)    to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement;
(2)    that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3)to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b)    The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c)    Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Elk Grove Township, State of Illinois, on May 16, 2006.
UAL CORPORATION
By:
/s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Glenn F. Tilton and Frederic F. Brace, and each
or either of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 16, 2006.
Signature
Title
/s/ Glenn F. Tilton
Glenn F. Tilton
Chairman of the Board of Directors,
President and Chief Executive Officer
(principal executive officer)
/s/ Frederic F. Brace
Frederic F. Brace
Executive Vice President and Chief Financial
Officer
(principal financial and accounting officer)
/s/ Richard J. Almeida
Richard J. Almeida
Director
/s/ Mark A. Bathurst
Mark A. Bathurst
Director
/s/ Stephen R. Canale
Stephen R. Canale
Director
/s/ W. James Farrell
W. James Farrell
Director
/s/ Walter Isaacson
Walter Isaacson
Director
/s/ Janet Langford Kelly
Janet Langford Kelly
Director
/s/ Robert D. Krebs
Robert D. Krebs
Director
/s/ Robert S. Miller, Jr.
Robert S. Miller, Jr.
Director
/s/ James J. O'Connor
James J. O'Connor
Director
/s/ David Vitale
David Vitale
Director
/s/ John H. Walker
John H. Walker
Director
EXHIBIT INDEX
Exhibit
Number
Description
4.1
Restated Certificate of UAL Corporation
(incorporated by reference to Exhibit 3.1 of the Company's Current Report
on Form 8-K, filed on February 1, 2006 (Commission File No. 001-06033))
4.2
Amended and Restated Bylaws of
UAL Corporation (incorporated by reference to Exhibit 3.2 of the Company's
Current Report on Form 8-K, filed on February 1, 2006 (Commission File
No. 001-06033))
23.1
Consent of Deloitte & Touche
LLP (filed herewith).
24
Power of Attorney (contained on
the signature page to this Registration Statement).