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<center><b><font face="CG Times"><font size=-2>As filed with the Securities
and Exchange Commission on September 27, 2002</font></font></b>
<br><b><font face="CG Times"><font size=-2>&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;&nbsp;&nbsp;&nbsp;&nbsp;
Registration No. 333-_________</font></font></b>
<br>&nbsp;
<br>&nbsp;
<p><b><font face="CG Times"><font size=+2>United States</font></font></b>
<p><b><font face="CG Times"><font size=+2>SECURITIES AND EXCHANGE COMMISSION</font></font></b>
<p><b><font face="CG Times"><font size=+0>WASHINGTON, D.C.&nbsp; 20549</font></font></b>
<br>&nbsp;
<br>&nbsp;
<p><b><font face="CG Times"><font size=+2>FORM S-8</font></font></b>
<p><b><font face="CG Times"><font size=-2>REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933</font></font></b>
<br>&nbsp;
<br>&nbsp;
<p><b><u><font face="CG Times"><font size=+2>UAL CORPORATION</font></font></u></b>
<br><font face="CG Times"><font size=-2>(Exact name of registrant as specified
in its charter)</font></font></center>

<p><br>
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="50%">
<center><b><u><font face="CG Times"><font size=-1>Delaware</font></font></u></b></center>
</td>

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

<tr>
<td VALIGN=TOP WIDTH="50%">
<center><font face="CG Times"><font size=-2>(State or other jurisdiction
of</font></font></center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><font face="CG Times"><font size=-2>(I.R.S. Employer</font></font></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="50%">
<center><font face="CG Times"><font size=-2>incorporation or organization)</font></font></center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><font face="CG Times"><font size=-2>Identification No.)</font></font></center>
</td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center>
<p><b><u><font face="CG Times"><font size=-1>1200 East Algonquin Road,
Elk Grove Township, Illinois&nbsp; 60007</font></font></u></b>
<br><font face="CG Times"><font size=-2>(Address of Principal Executive
Offices; Zip Code)</font></font>
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<p><b><u><font face="CG Times">Directors Fees Taken in Stock Under UAL
Corporation 1995 Directors Plan</font></u></b>
<br><font face="CG Times"><font size=-2>(Full title of the plan)</font></font>
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<p><b><font face="CG Times"><font size=-1>Francesca M. Maher, Esq.</font></font></b>
<br><b><font face="CG Times"><font size=-1>Senior Vice President, General
Counsel and Secretary</font></font></b>
<br><b><font face="CG Times"><font size=-1>UAL Corporation</font></font></b>
<br><b><font face="CG Times"><font size=-1>P. O. Box 66919</font></font></b>
<br><b><font face="CG Times"><font size=-1>Chicago, Illinois 60666</font></font></b>
<p><b><u><font face="CG Times"><font size=-1>(847) 700-4000</font></font></u></b>
<br><font face="CG Times"><font size=-2>(Name, address and telephone number,
including area code, of agent for service)</font></font>
<br>&nbsp;
<br>&nbsp;
<p><b><font face="CG Times"><font size=-2>Calculation of Registration Fee</font></font></b></center>

<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="624" >
<tr>
<td VALIGN=TOP WIDTH="26%"><b><font face="CG Times"><font size=-2>Title
of securities</font></font></b>
<br><b><u><font face="CG Times"><font size=-2>to be registered</font></font></u></b>
<p><b><font face="CG Times"><font size=-2>Common Stock, par value $.01
per share&nbsp;</font></font></b></td>

<td VALIGN=TOP WIDTH="15%"><b><font face="CG Times"><font size=-2>Amount
to be</font></font></b>
<br><b><u><font face="CG Times"><font size=-2>registered&nbsp;</font></font></u></b>
<p><b><font face="CG Times"><font size=-2>100,000 shares</font></font></b>
<p><b><font face="CG Times"><font size=-2>&nbsp;</font></font></b></td>

<td VALIGN=TOP WIDTH="20%"><b><font face="CG Times"><font size=-2>Proposed
maximum <u>offering price per unit</u></font></font></b>
<p><b><font face="CG Times"><font size=-2>&nbsp;&nbsp;&nbsp; $ 2.20 (1)</font></font></b>
<p><b><font face="CG Times"><font size=-2>&nbsp;</font></font></b></td>

<td VALIGN=TOP WIDTH="22%"><b><font face="CG Times"><font size=-2>Proposed
maximum&nbsp;</font></font></b>
<br><b><font face="CG Times"><font size=-2><u>ag</u>g<u>regate offering
price</u></font></font></b>
<p><b><font face="CG Times"><font size=-2>&nbsp;&nbsp; $ 220,000.00</font></font></b>
<p><b><font face="CG Times"><font size=-2>&nbsp;</font></font></b></td>

<td VALIGN=TOP WIDTH="16%"><b><font face="CG Times"><font size=-2>Amount
of&nbsp;</font></font></b>
<br><b><u><font face="CG Times"><font size=-2>registration fee&nbsp;</font></font></u></b>
<p><b><font face="CG Times"><font size=-2>$ 20.24 (1)</font></font></b></td>
</tr>
</table></center>

<p><font face="CG Times"><font size=-2>(1)&nbsp; Under Rules 457(c) and
457(h), the registration fee was calculated based on the average of the
high and low prices of the Registrant's Common Stock on the New York Stock
Exchange on September 24, 2002.</font></font>
<p><font face="CG Times"><font size=-2>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 employee benefit plan described herein.</font></font>
<dir>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;</dir>

<center><b><font face="CG Times">PART II</font></b>
<p><b><font face="CG Times">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></b></center>

<p><br>
<br>
<p><b><font face="CG Times"><font size=+0>Item 3.&nbsp; <u>Incorporation
of Documents by Reference</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each of UAL Corporation (the "Company") and the UAL Corporation 1995 Directors
Plan (the "Plan")&nbsp; hereby incorporates by reference in this registration
statement (the "Registration Statement"), the following documents filed
with the Securities and Exchange Commission (the "Commission") by the Company
pursuant to the Securities Exchange Act of 1934, as amended:</font></font>
<blockquote>
<blockquote><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp; The Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 1-6033);</font></font></blockquote>
</blockquote>

<dir>
<dir><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp; The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 2002 and June 30, 2002;</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp; The Company's Current Reports on Form 8-K for January 31, 2002,
February 7, 2002, March 26, 2002, April 18, 2002, May 2, 2002, June 7,
2002, June 20, 2002, June 24, 2002, June 27, 2002, July 18, 2002, August
14, 2002 and September 20, 2002 and Form 8-K/A for June 3, 2002;</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(4)&nbsp; A description of the Company's Common Stock as contained in the
Company's Form 8-A dated July 5, 1994, as amended by each of the Company's
Form 8-A/A (Amendment No. 1) dated July 12, 1994, and Form 8-A/A (Amendment
No. 2) dated June 26, 1995 and filed with the Commission on June 27, 1995,
and in the Company's Form 8-K dated June 27, 1995; and</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(5)&nbsp; Previously filed Form S-8 and post effective Amendment No. 1
to Form S-8 Registration Statement (File No. 33-60675), and Form S-8 Registration
Statement (File No. 333-74208).</font></font></dir>
</dir>
<font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein by the Company
and the Plan and to be a part hereof from the date of filing of such documents.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 4.&nbsp; <u>Description
of Securities</u></font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 5.&nbsp; <u>Interests of
Named Experts and Counsel</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 6.&nbsp; <u>Indemnification
of Directors and Officers</u>.</font></font></b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font face="CG Times"><font size=+0>Limitation
of Liability of Directors</font></font></b>
<p><font face="CG Times"><font size=-1>The Company's Restated Certificate
of Incorporation provides that no director of the Company will be personally
liable to the Company or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a director, except for liability
(i) for 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) for
unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the Delaware General Corporation Law ("DGCL")
or (iv) for any transaction from which the director derived an improper
personal benefit.</font></font>
<p><font face="CG Times"><font size=-1>The above provision is intended
to afford directors additional protection and limit their potential liability
from suits alleging a breach of the duty of care by a director.&nbsp; As
a result of the inclusion of such a provision, stockholders may be unable
to recover monetary damages against directors for actions taken by them
that constitute negligence or gross negligence or that are otherwise in
violation of their fiduciary duty of care, although it may be possible
to obtain injunctive or other equitable relief with respect to such actions.&nbsp;
If equitable remedies are found not to be available to stockholders in
any particular situation, stockholders may not have an effective remedy
against a director in connection with such conduct.</font></font>
<p><b><font face="CG Times"><font size=+0>Indemnification of Directors
and Officers</font></font></b>
<p><font face="CG Times"><font size=-1>The Company's Restated Certificate
of Incorporation provides that directors and officers of the Company shall
be indemnified against liabilities arising from their service as directors
and officers to the full extent permitted by law.</font></font>
<p><font face="CG Times"><font size=-1>Section 145 of the DGCL empowers
a corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe the person's conduct was unlawful.</font></font>
<p><font face="CG Times"><font size=-1>Section 145 also empowers a corporation
to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no such
indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court
in which such action was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery shall deem proper.</font></font>
<p><font face="CG Times"><font size=-1>Section 145 further provides that
to the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification shall be made only as authorized in the
specific case upon a determination that indemnification of the present
or former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth
above, and such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, by (1) a majority
vote of the directors who are not parties to such action, suit, or proceeding
even though less than a quorum, or (2) by a committee of such directors
designated by a majority vote of such directors, even though less than
a quorum, or (3) if there are no such directors or such directors so elect,
by independent counsel in a written legal opinion, or (4) by the stockholders;
that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and
that the corporation has the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities
under Section 145.</font></font>
<p><font face="CG Times"><font size=-1>The Company has purchased directors'
and officers' liability insurance covering certain liabilities incurred
by its directors and officers in connection with the performance of their
duties.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 7.&nbsp; <u>Exemption From
Registration Claimed</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 8.&nbsp; <u>Exhibits</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Registrant undertakes to have the Plan, as amended, submitted to the Internal
Revenue Service in a timely manner and to make all changes required by
the Internal Revenue Service in order to maintain the qualification of
the Plan under Section 401 of the Internal Revenue Code of 1986.</font></font>
<dir>
<dir><b><font face="CG Times"><font size=+0>Item 9.&nbsp; <u>Undertakings</u>.</font></font></b></dir>
</dir>
<font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes:</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; (a)(1)&nbsp;
To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:</font></font>
<dir>
<dir><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp; To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp; To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp; To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;</font></font></dir>
</dir>
<font face="CG Times"><font size=-1><u>provided</u>, <u>however</u>, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities
and Exchange Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp; That, for the purpose of determining any liability under the
Securities Act of 1933, 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 <u>bona</u> <u>fide</u> offering thereof.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp; 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.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp; The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement 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 <u>bonafide</u>
offering thereof.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp; Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.&nbsp; 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 Act and will be governed by the final adjudication
of such issue.</font></font>
<br>&nbsp;
<br>&nbsp;
<br>
<br>
<br>
<center>
<p><b><u><font face="CG Times"><font size=-1>SIGNATURES</font></font></u></b></center>

<p><font face="CG Times"><font size=-1>Pursuant to the requirements of
the Securities Act of 1933, 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 on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized,
in Elk Grove Township, Illinois, on this 27th day of September, 2002.</font></font>
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="337" >
<tr>
<td VALIGN=TOP><font face="CG Times"><font size=-1>UAL CORPORATION</font></font></td>
</tr>

<tr>
<td VALIGN=TOP>&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP><font face="CG Times"><font size=-1>By:&nbsp;&nbsp;&nbsp;
<u>/s/ Frederic F. Brace</u></font></font></td>
</tr>

<tr>
<td VALIGN=TOP><font face="CG Times"><font size=-1>Name: Frederic F. Brace</font></font></td>
</tr>

<tr>
<td VALIGN=TOP><font face="CG Times"><font size=-1>Title:&nbsp; Executive
Vice President and</font></font></td>
</tr>

<tr>
<td VALIGN=TOP><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chief Financial Officer</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center>
<p><font face="CG Times"><font size=-1>POWER OF ATTORNEY</font></font></center>

<p><font face="CG Times"><font size=-1>Each person whose signature appears
below hereby constitutes and appoints Glenn F. Tilton and Frederic F. Brace,
and each of them, the true and lawful attorneys-in-fact and agents for
the undersigned, with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with any and all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary or desirable to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their substitute
or substitutes, may have done, or may lawfully do or cause to be done by
virtue hereof.</font></font>
<p><font face="CG Times"><font size=-1>Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.</font></font>
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="582" >
<tr>
<td VALIGN=TOP WIDTH="33%">
<center><u><font face="CG Times"><font size=-1>Signature</font></font></u></center>
</td>

<td VALIGN=TOP WIDTH="39%">
<center><u><font face="CG Times"><font size=-1>Title</font></font></u></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;
<u>Date</u></font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="583" >
<tr>
<td VALIGN=TOP WIDTH="33%"><u><font face="CG Times"><font size=-1>/s/ Glenn
F. Tilton</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Glenn F. Tilton</font></font></td>

<td VALIGN=TOP WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="35%"><font face="CG Times"><font size=-1>Chairman,
President&nbsp;</font></font>
<br><font face="CG Times"><font size=-1>and Chief Executive Officer</font></font>
<br><font face="CG Times"><font size=-1>(principal executive officer)</font></font></td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=3 WIDTH="583" >
<tr>
<td VALIGN=TOP WIDTH="33%"><u><font face="CG Times"><font size=-1>/s/ Frederic
F. Brace</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Frederic F. Brace</font></font></td>

<td VALIGN=TOP WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="35%"><font face="CG Times"><font size=-1>Executive
Vice President and&nbsp;</font></font>
<br><font face="CG Times"><font size=-1>Chief Financial Officer (principal
financial officer and principal accounting officer)</font></font></td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="570" >
<tr>
<td VALIGN=TOP WIDTH="35%">
<center><u><font face="CG Times"><font size=-1>Signature</font></font></u></center>
</td>

<td VALIGN=TOP WIDTH="37%">
<center><u><font face="CG Times"><font size=-1>Title</font></font></u></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>&nbsp; <u>Date</u></font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Stephen
R. Canale</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>Stephen R. Canale</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ W.
James Farrell</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>W. James Farrell</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ W.
Douglas Ford</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>W. Douglas Ford</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Richard
D. McCormick</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>Richard D. McCormick</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ James
J. O'Connor</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
20, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>James J. O'Connor</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Hazel
R. O'Leary</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
20, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>Hazel R. O'Leary</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Paul
E. Tierney, Jr.</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
23, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>Paul E. Tierney, Jr.</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ John
K. Van de Kamp</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>&nbsp;John K. Van de Kamp</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ John
H. Walker</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>&nbsp;John H. Walker</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Paul
R. Whiteford, Jr.</font></font></u></td>

<td VALIGN=TOP WIDTH="37%">
<center><font face="CG Times"><font size=-1>Director</font></font></center>
</td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>September
27, 2002</font></font></td>
</tr>

<tr>
<td><font face="CG Times"><font size=-1>Paul R. Whiteford, Jr.</font></font></td>

<td></td>

<td></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=3 WIDTH="638" >
<tr>
<td VALIGN=TOP COLSPAN="2">
<center><b><u><font face="CG Times"><font size=-1>EXHIBIT INDEX</font></font></u></b></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%">&nbsp;</td>

<td VALIGN=TOP WIDTH="81%">&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%">&nbsp;</td>

<td VALIGN=TOP WIDTH="81%">&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%"><u><font face="CG Times"><font size=-1>Exhibit
No</font></font>.</u></td>

<td VALIGN=TOP WIDTH="81%"><u><font face="CG Times"><font size=-1>Description</font></font></u></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%">&nbsp;</td>

<td VALIGN=TOP WIDTH="81%">&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%"><font face="CG Times"><font size=-1>23</font></font></td>

<td VALIGN=TOP WIDTH="81%"><font face="CG Times"><font size=-1>Notice Regarding
Consent of Arthur Andersen LLP</font></font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%">&nbsp;</td>

<td VALIGN=TOP WIDTH="81%">&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="19%"><font face="CG Times"><font size=-1>24</font></font></td>

<td VALIGN=TOP WIDTH="81%"><font face="CG Times"><font size=-1>Power of
Attorney (included on the signature page of the Registration Statement)</font></font></td>
</tr>
</table></center>

</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "dirbody.htm", "secsgml_size_bytes": 33971}]
{"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": "333-100158", "film-number": "02774838"}, "business-address": {"street1": "1200 ALGONQUIN ROAD", "city": "ELK GROVE TOWNSHIP", "state": "IL", "zip": "60007", "phone": "8477004000"}, "mail-address": {"street1": "1200 ALGONQUIN ROAD", "city": "ELK GROVE TOWNSHIP", "state": "IL", "zip": "60007"}, "former-company": [{"former-conformed-name": "UAL INC", "date-changed": "19870517"}, {"former-conformed-name": "ALLEGIS CORP", "date-changed": "19880613"}]}
___March __, 1996
As filed with the Securities
and Exchange Commission on September 27, 2002
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
(I.R.S. Employer
incorporation or organization)
Identification No.)
1200 East Algonquin Road,
Elk Grove Township, Illinois  60007
(Address of Principal Executive
Offices; Zip Code)
Directors Fees Taken in Stock Under UAL
Corporation 1995 Directors Plan
(Full title of the plan)
Francesca M. Maher, Esq.
Senior Vice President, General
Counsel and Secretary
UAL Corporation
P. O. Box 66919
Chicago, Illinois 60666
(847) 700-4000
(Name, address and telephone number,
including area code, of agent for service)
Calculation of Registration Fee
Title
of securities
to be registered
Common Stock, par value $.01
per share
Amount
to be
registered
100,000 shares
Proposed
maximum
offering price per unit
$ 2.20 (1)
Proposed
maximum
ag
g
regate offering
price
$ 220,000.00
Amount
of
registration fee
$ 20.24 (1)
(1)  Under Rules 457(c) and
457(h), the registration fee was calculated based on the average of the
high and low prices of the Registrant's Common Stock on the New York Stock
Exchange on September 24, 2002.
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 employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation
of Documents by Reference
.
Each of UAL Corporation (the "Company") and the UAL Corporation 1995 Directors
Plan (the "Plan")  hereby incorporates by reference in this registration
statement (the "Registration Statement"), the following documents filed
with the Securities and Exchange Commission (the "Commission") by the Company
pursuant to the Securities Exchange Act of 1934, as amended:
(1)  The Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 1-6033);
(2)  The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 2002 and June 30, 2002;
(3)  The Company's Current Reports on Form 8-K for January 31, 2002,
February 7, 2002, March 26, 2002, April 18, 2002, May 2, 2002, June 7,
2002, June 20, 2002, June 24, 2002, June 27, 2002, July 18, 2002, August
14, 2002 and September 20, 2002 and Form 8-K/A for June 3, 2002;
(4)  A description of the Company's Common Stock as contained in the
Company's Form 8-A dated July 5, 1994, as amended by each of the Company's
Form 8-A/A (Amendment No. 1) dated July 12, 1994, and Form 8-A/A (Amendment
No. 2) dated June 26, 1995 and filed with the Commission on June 27, 1995,
and in the Company's Form 8-K dated June 27, 1995; and
(5)  Previously filed Form S-8 and post effective Amendment No. 1
to Form S-8 Registration Statement (File No. 33-60675), and Form S-8 Registration
Statement (File No. 333-74208).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein by the Company
and the Plan and to be a part hereof from the date of filing of such documents.
Item 4.
Description
of Securities
Not Applicable.
Item 5.
Interests of
Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification
of Directors and Officers
.
Limitation
of Liability of Directors
The Company's Restated Certificate
of Incorporation provides that no director of the Company will be personally
liable to the Company or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a director, except for liability
(i) for 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) for
unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the Delaware General Corporation Law ("DGCL")
or (iv) for any transaction from which the director derived an improper
personal benefit.
The above provision is intended
to afford directors additional protection and limit their potential liability
from suits alleging a breach of the duty of care by a director.  As
a result of the inclusion of such a provision, stockholders may be unable
to recover monetary damages against directors for actions taken by them
that constitute negligence or gross negligence or that are otherwise in
violation of their fiduciary duty of care, although it may be possible
to obtain injunctive or other equitable relief with respect to such actions. 
If equitable remedies are found not to be available to stockholders in
any particular situation, stockholders may not have an effective remedy
against a director in connection with such conduct.
Indemnification of Directors
and Officers
The Company's Restated Certificate
of Incorporation provides that directors and officers of the Company shall
be indemnified against liabilities arising from their service as directors
and officers to the full extent permitted by law.
Section 145 of the DGCL empowers
a corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason
of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe the person's conduct was unlawful.
Section 145 also empowers a corporation
to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no such
indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court
in which such action was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery shall deem proper.
Section 145 further provides that
to the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; that indemnification shall be made only as authorized in the
specific case upon a determination that indemnification of the present
or former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth
above, and such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, by (1) a majority
vote of the directors who are not parties to such action, suit, or proceeding
even though less than a quorum, or (2) by a committee of such directors
designated by a majority vote of such directors, even though less than
a quorum, or (3) if there are no such directors or such directors so elect,
by independent counsel in a written legal opinion, or (4) by the stockholders;
that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and
that the corporation has the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities
under Section 145.
The Company has purchased directors'
and officers' liability insurance covering certain liabilities incurred
by its directors and officers in connection with the performance of their
duties.
Item 7.
Exemption From
Registration Claimed
.
Not Applicable.
Item 8.
Exhibits
.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Registrant undertakes to have the Plan, as amended, submitted to the Internal
Revenue Service in a timely manner and to make all changes required by
the Internal Revenue Service in order to maintain the qualification of
the Plan under Section 401 of the Internal Revenue Code of 1986.
Item 9.
Undertakings
.
The undersigned registrant hereby undertakes:
(a)(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 of 1933;
(ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii)  To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided
,
however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities
and Exchange Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement 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
bonafide
offering thereof.
(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, 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 on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized,
in Elk Grove Township, Illinois, on this 27th day of September, 2002.
UAL CORPORATION
By:
/s/ Frederic F. Brace
Name: Frederic F. Brace
Title:  Executive
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears
below hereby constitutes and appoints Glenn F. Tilton and Frederic F. Brace,
and each of them, the true and lawful attorneys-in-fact and agents for
the undersigned, with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with any and all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary or desirable to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their substitute
or substitutes, may have done, or may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ Glenn
F. Tilton
Glenn F. Tilton
Chairman,
President
and Chief Executive Officer
(principal executive officer)
September
27, 2002
/s/ Frederic
F. Brace
Frederic F. Brace
Executive
Vice President and
Chief Financial Officer (principal
financial officer and principal accounting officer)
September
27, 2002
Signature
Title
Date
/s/ Stephen
R. Canale
Director
September
27, 2002
Stephen R. Canale
/s/ W.
James Farrell
Director
September
27, 2002
W. James Farrell
/s/ W.
Douglas Ford
Director
September
27, 2002
W. Douglas Ford
/s/ Richard
D. McCormick
Director
September
27, 2002
Richard D. McCormick
/s/ James
J. O'Connor
Director
September
20, 2002
James J. O'Connor
/s/ Hazel
R. O'Leary
Director
September
20, 2002
Hazel R. O'Leary
/s/ Paul
E. Tierney, Jr.
Director
September
23, 2002
Paul E. Tierney, Jr.
/s/ John
K. Van de Kamp
Director
September
27, 2002
John K. Van de Kamp
/s/ John
H. Walker
Director
September
27, 2002
John H. Walker
/s/ Paul
R. Whiteford, Jr.
Director
September
27, 2002
Paul R. Whiteford, Jr.
EXHIBIT INDEX
Exhibit
No
.
Description
23
Notice Regarding
Consent of Arthur Andersen LLP
24
Power of
Attorney (included on the signature page of the Registration Statement)