<!doctype html public "-//w3c//dtd html 4.0 transitional//en">
<html>
<head>
   <meta name="Generator" content="Microsoft Word 97">
   <meta name="GENERATOR" content="Mozilla/4.74 [en]C-CCK-MCD   (Win95; U) [Netscape]">
   <title>___March __, 1996</title>
</head>
<body>
&nbsp;
<br>&nbsp;
<center>
<p><b><font face="CG Times"><font size=-2>As filed with the Securities
and Exchange Commission on November 30, 2001</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;&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>
<p><b><font face="CG Times"><font size=+2>United States</font></font></b>
<br><b><font face="CG Times"><font size=+2>SECURITIES AND EXCHANGE COMMISSION</font></font></b>
<br><b><font face="CG Times"><font size=+0>WASHINGTON, D.C.&nbsp; 20549</font></font></b>
<br>&nbsp;
<p><b><font face="CG Times"><font size=+2>FORM S-8</font></font></b>
<br><b><font face="CG Times"><font size=-2>REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933</font></font></b>
<br>&nbsp;
<p><b><u><font face="CG Times">UAL CORPORATION</font></u></b>
<br><b><font face="CG Times"><font size=-2>(Exact name of registrant as
specified in its charter)</font></font></b></center>

<p><br>
<center><table CELLSPACING=0 CELLPADDING=4 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><b><font face="CG Times"><font size=-2>(State or other jurisdiction
of</font></font></b>
<br><b><font face="CG Times"><font size=-2>&nbsp; incorporation or organization)</font></font></b></center>
</td>

<td VALIGN=TOP WIDTH="50%">
<center><b><font face="CG Times"><font size=-2>(I.R.S. Employer&nbsp;</font></font></b>
<br><b><font face="CG Times"><font size=-2>&nbsp; Identification No.)</font></font></b></center>
</td>
</tr>
</table></center>

<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><b><font face="CG Times"><font size=-2>(Address of Principal Executive
Offices; Zip Code)</font></font></b>
<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><b><font face="CG Times"><font size=-2>(Full title of the plan)</font></font></b>
<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>
<br><b><u><font face="CG Times"><font size=-1>(847) 700-4000</font></font></u></b>
<br><b><font face="CG Times"><font size=-2>(Name, address and telephone
number, including area code, of agent for service)</font></font></b>
<br>&nbsp;
<br>&nbsp;
<p><b><font face="CG Times"><font size=-1>Calculation of Registration Fee</font></font></b></center>

<center><table CELLSPACING=0 CELLPADDING=4 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&nbsp;</font></font></b>
<br><b><font face="CG Times"><font size=-2>$.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>40,000 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; $ 16.45 (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 <u>ag</u>g<u>regate offering price</u></font></font></b>
<p><b><font face="CG Times"><font size=-2>&nbsp;&nbsp; $ 658,000</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>$ 164.50 (1)</font></font></b></td>
</tr>
</table></center>

<ol><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 November 23, 2001.</font></font>
<p><font face="CG Times"><font size=-2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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></ol>

<dir>&nbsp;
<br>&nbsp;
<br>&nbsp;</dir>

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

<p><br>
<br>
<br>
<br>
<br>
<p><b>Item 3.&nbsp; <u>Incorporation of Documents by Reference</u>.</b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
UAL Corporation (the "Company) 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>
<ol>
<ol><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp; The Company's Annual Report on Form 10-K for the year ended December
31, 2000 (File No. 1-6033) and 10-K/A dated May 9, 2001;</font></font></ol>
</ol>

<dir>
<dir>
<dir><font face="CG Times"><font size=-1>(2)&nbsp; The Company's Quarterly
Report on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001
and September 30, 2001;</font></font>
<p><font face="CG Times"><font size=-1>(3)&nbsp; The Company's Current
Reports on Form 8-K for January 10, 2001, January 11, 2001, January 18,
2001, February 2, 2001, two filings on February 5, 2001, February 13, 2001,
April 5, 2001, April 18, 2001, June 1, 2001, June 20, 2001, July 5, 2001,
July 18, 2001, July 30, 2001, July 31, 2001, August 1, 2001, October 5,
2001, October 18, 2001, October 29, 2001, October 31, 2001, November 5,
2001, November 16, 2001 and November 20, 2001; and</font></font>
<p><font face="CG Times"><font size=-1>(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.</font></font></dir>
</dir>
</dir>
<font face="CG Times"><font size=-1>&nbsp;&nbsp;&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 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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 5. <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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 6. <u>Indemnification of
Directors and Officers</u>.</font></font></b>
<p><b><font face="CG Times"><font size=+0>Limitation of Liability of Directors</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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. <u>Exemption From Registration
Claimed</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not Applicable.</font></font>
<p><b><font face="CG Times"><font size=+0>Item 8. <u>Exhibits</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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;&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>
<p><b><font face="CG Times"><font size=+0>Item 9. <u>Undertakings</u>.</font></font></b>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes:</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)(1) 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>(i) 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>(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;</font></font>
<p><font face="CG Times"><font size=-1>(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;</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;&nbsp;&nbsp;&nbsp;
(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 <u>bona</u> <u>fide</u> offering thereof.</font></font>
<p><font face="CG Times"><font size=-1>&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.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp; (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 <u>bona</u> <u>fide</u> offering thereof.</font></font>
<p><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp; (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.&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>
<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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 29th day of October,
2001.</font></font>
<br>&nbsp;
<br>&nbsp;&nbsp;
<div ALIGN=right><table CELLSPACING=0 CELLPADDING=2 WIDTH="492" >
<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; <u>/s/ Frederic
F. Brace</u></font></font></td>
</tr>

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

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

<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 John W. Creighton, Jr. 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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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=24 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; <u>Date</u></font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="583" >
<tr>
<td VALIGN=TOP WIDTH="33%"><u><font face="CG Times"><font size=-1>/s/ John
W. Creighton, Jr.</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; John W. Creighton,
Jr.</font></font></td>

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

<td VALIGN=TOP WIDTH="35%"><font face="CG Times"><font size=-1>Director,
and Chairman and&nbsp;</font></font>
<br><font face="CG Times"><font size=-1>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>October
29, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="583" >
<tr>
<td VALIGN=TOP WIDTH="33%"><u><font face="CG Times"><font size=-1>/s/ Rono
J. Dutta</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; Rono J. Dutta</font></font></td>

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

<td VALIGN=TOP WIDTH="35%"><font face="CG Times"><font size=-1>President</font></font>
<br><font face="CG Times"><font size=-1>and Director</font></font></td>

<td VALIGN=TOP WIDTH="28%"><font face="CG Times"><font size=-1>&nbsp; October
29, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 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; 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>Senior Vice
President and Chief</font></font>
<br><font face="CG Times"><font size=-1>Financial Officer (principal financial
officer and principal accounting officer)</font></font></td>

<td VALIGN=TOP COLSPAN="2" WIDTH="28%"><font face="CG Times"><font size=-1>&nbsp;October
29, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=24 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 CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Frederick
C. Dubinsky</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; Frederick C.
Dubinsky</font></font></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>October
24, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ W.
James Farrell</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; W. James Farrell</font></font></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>October
24, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Richard
D. McCormick</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; Richard D. McCormick</font></font></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>October
24, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ James
J. O'Connor</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; James J. O'Connor</font></font></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>October
18, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Hazel
R. O'Leary</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; Hazel R. O'Leary</font></font></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>October
23, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Deval
L. Patrick</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; Deval L. Patrick</font></font></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>October
18, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ John
F. Peterpaul</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; John F. Peterpaul</font></font></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>October
16, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 WIDTH="571" >
<tr>
<td VALIGN=TOP WIDTH="35%"><u><font face="CG Times"><font size=-1>/s/ Paul
E. Tierney, Jr.</font></font></u>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; Paul E. Tierney,
Jr.</font></font></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>October
17, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<center><table CELLPADDING=4 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>
<br><font face="CG Times"><font size=-1>&nbsp;&nbsp;&nbsp; John K. Van
de Kamp</font></font></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>October
24, 2001</font></font></td>
</tr>
</table></center>

<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center>
<p><b><u><font face="CG Times"><font size=-1>EXHIBIT INDEX</font></font></u></b></center>

<p><br>
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<table CELLSPACING=0 CELLPADDING=4 WIDTH="755" >
<tr>
<td VALIGN=TOP WIDTH="20%"><font size=-1><u><font face="CG Times">Exhibit
No</font></u>.</font></td>

<td VALIGN=TOP WIDTH="80%"><u><font face="CG Times"><font size=-1>Description</font></font></u></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="20%"><font size=-1>&nbsp;</font></td>

<td VALIGN=TOP WIDTH="80%"><font size=-1>&nbsp;</font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="20%"><font face="CG Times"><font size=-1>23</font></font></td>

<td VALIGN=TOP WIDTH="80%"><font face="CG Times"><font size=-1>Consent
of Arthur Andersen LLP</font></font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="20%"><font size=-1>&nbsp;</font></td>

<td VALIGN=TOP WIDTH="80%"><font size=-1>&nbsp;</font></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="20%"><font face="CG Times"><font size=-1>24</font></font></td>

<td VALIGN=TOP WIDTH="80%"><font face="CG Times"><font size=-1>Power of
Attorney (included on the signature page of the Registration Statement)</font></font></td>
</tr>
</table>

<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "directors.htm", "secsgml_size_bytes": 33846}]
{"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": "333-74208", "film-number": "1803295"}, "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": "ALLEGIS CORP", "date-changed": "19880613"}, {"former-conformed-name": "UAL INC", "date-changed": "19870517"}]}
___March __, 1996
As filed with the Securities
and Exchange Commission on November 30, 2001
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)
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
40,000 shares
Proposed
maximum
offering price per unit
$ 16.45 (1)
Proposed
maximum
ag
g
regate offering price
$ 658,000
Amount
of
registration fee
$ 164.50 (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 November 23, 2001.
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
.
UAL Corporation (the "Company) 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, 2000 (File No. 1-6033) and 10-K/A dated May 9, 2001;
(2)  The Company's Quarterly
Report on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001
and September 30, 2001;
(3)  The Company's Current
Reports on Form 8-K for January 10, 2001, January 11, 2001, January 18,
2001, February 2, 2001, two filings on February 5, 2001, February 13, 2001,
April 5, 2001, April 18, 2001, June 1, 2001, June 20, 2001, July 5, 2001,
July 18, 2001, July 30, 2001, July 31, 2001, August 1, 2001, October 5,
2001, October 18, 2001, October 29, 2001, October 31, 2001, November 5,
2001, November 16, 2001 and November 20, 2001; and
(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.
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 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
bona
fide
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 29th day of October,
2001.
UAL CORPORATION
By:
/s/ Frederic
F. Brace
Name:  Frederic F. Brace
Title:  Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears
below hereby constitutes and appoints John W. Creighton, Jr. 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/ John
W. Creighton, Jr.
John W. Creighton,
Jr.
Director,
and Chairman and
Chief Executive Officer
(principal executive officer)
October
29, 2001
/s/ Rono
J. Dutta
Rono J. Dutta
President
and Director
October
29, 2001
/s/ Frederic
F. Brace
Frederic F.
Brace
Senior Vice
President and Chief
Financial Officer (principal financial
officer and principal accounting officer)
October
29, 2001
Signature
Title
Date
/s/ Frederick
C. Dubinsky
Frederick C.
Dubinsky
Director
October
24, 2001
/s/ W.
James Farrell
W. James Farrell
Director
October
24, 2001
/s/ Richard
D. McCormick
Richard D. McCormick
Director
October
24, 2001
/s/ James
J. O'Connor
James J. O'Connor
Director
October
18, 2001
/s/ Hazel
R. O'Leary
Hazel R. O'Leary
Director
October
23, 2001
/s/ Deval
L. Patrick
Deval L. Patrick
Director
October
18, 2001
/s/ John
F. Peterpaul
John F. Peterpaul
Director
October
16, 2001
/s/ Paul
E. Tierney, Jr.
Paul E. Tierney,
Jr.
Director
October
17, 2001
/s/ John
K. Van de Kamp
John K. Van
de Kamp
Director
October
24, 2001
EXHIBIT INDEX
Exhibit
No
.
Description
23
Consent
of Arthur Andersen LLP
24
Power of
Attorney (included on the signature page of the Registration Statement)