As filed with the Securities and Exchange Commission on May 8, 1998
                                          Registration No. ________

               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 E. Algonquin Road, Elk Grove Township, Illinois  60007
   -----------------------------------------------------------
       (Address of Principal Executive Offices; Zip Code)
                                
                                
                                
             United Air Lines, Inc. Flight Attendant
             ---------------------------------------
            Employees' 401(k) Retirement Savings Plan
            -----------------------------------------
                    (Full title of the plan)
                                
                                
                                
                     Francesca M. Maher, Esq.
          Vice President - General Counsel and Secretary
                         UAL Corporation
                         P. O. Box 66100
                     Chicago, Illinois 60666
                          (847) 700-4000
          ----------------------------------------------
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                                
                                
                 Calculation of Registration Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>                                       
<CAPTION>

<S>                       <C>              <C>                <C>                   <C>
                                           Propsed maximum    Proposed maximum
Title of securities       Amount to be     offering price     aggregate offering    Amount of
to be registered          registered       per unit           price                 registration fee
-------------------       ------------     ---------------    ------------------    ------------                        


Common Stock, par value   150,000 shares   $82.8125(1)        $12,421,875           $3,664.45(1)
$.01 per share
                                         
                           

</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

(1)   Pursuant to Rule 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,
Inc. on May 7, 1998.

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
United Air Lines, Inc. Flight Attendant Employees'
401(k) Retirement Savings Plan (the "Plan") hereby
incorporates by reference in this registration
statement (the "Registration Statement"), the following
documents filed with the Securities and Exchange
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 fiscal year ended December 31, 1997
             (File No. 1-6033);

        (2)  The Plan's Annual Report on Form 11-K for
             the fiscal year ended November 30, 1996;

        (3)  The Company's Current Reports on Form 8-K
             dated January 28, 1998 and April 30, 1998; 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
             Securities and Exchange 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 the Plan and to be a part hereof from the
date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein by the Company shall
be deemed to be modified or superseded for purposes of
this registration statement to the extent that a
statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
registration statement.


Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

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 he 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 him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he 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 his 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 he 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 him in connection
with the defense or settlement of such action or suit
if he acted in good faith and in a manner he 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 or suit 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 director, officer, employee or agent of a
corporation has been successful on the merits or
otherwise in the defense of any action, suit or
proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith;
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 is empowered 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 him and incurred by him in any such
capacity, or arising out of his status as such, whether
or not the corporation would have the power to
indemnify him 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.
         --------

         Exhibit No.     Description
         ----------      -----------
         23              Consent of Arthur Andersen LLP

         24              Power of Attorney (included on the
                         signature page of the Registration
                         Statement)

         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; notwithstanding the
     foregoing, any increase or decrease in volume of
     securities offered (if the total dollar value of
     securities offered would not exceed that which was
     registered) and any deviation from the low or high
     end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the
     Securities and Exchange Commission pursuant to
     Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than a 20%
     change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee"
     table in the effective registration statement.

        (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) 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
Section 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 7th day of May 1998.


                              UAL CORPORATION

                              By  /s/ Douglas A. Hacker
                                  ---------------------
                              Name:  Douglas A. Hacker
                              Title: Senior Vice President and
                                     Chief Financial Officer


                   POWER OF ATTORNEY

Each person whose signature appears below hereby
constitutes and appoints Gerald Greenwald and Douglas
A. Hacker, 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/ Gerald Greenwald        Director, and         May 7, 1998
--------------------        Chairman and
    Gerald Greewald         Chief Executive      
                            Officer (principal           
                            executive officer)



/s/ Douglas A. Hacker       Senior Vice           May 7, 1998
---------------------       President and
    Douglas A. Hacker       Chief Financial      
                            Officer (principal           
                            financial and
                            accounting officer)


Signature                   Title                 Date
---------                   -----                 ----


/s/ John W. Creighton, Jr.  Director              May 7, 1998
-------------------------
    John W. Creighton, Jr.


/s/ John A. Edwardson       Director              May 7, 1998
---------------------
    John A. Edwardson


/s/ Duane D. Fitzgerald     Director              May 7, 1998
-----------------------
    Duane D. Fitzgerald


/s/ Michael H. Glawe        Director              May 7, 1998
--------------------
    Michael H. Glawe


/s/ Richard D. McCormick    Director              May 7, 1998
------------------------
    Richard D. McCormick


/s/ John F. McGillicuddy    Director              May 7, 1998
------------------------
    John F. McGillicuddy


/s/ James J. O'Connor       Director              May 7, 1998
---------------------
    James J. O'Connor


/s/ Deval L. Patrick        Director              May 7, 1998
--------------------
    Deval L. Patrick


/s/ John F. Peterpaul       Director              May 7, 1998
---------------------
    John F. Peterpaul


/s/ Paul E. Tierney, Jr.    Director              May 7, 1998
-----------------------
    Paul E. Tierney, Jr.


/s/ John K. Van de Kamp     Director              May 7, 1998
-----------------------
    John K. Van de Kamp







     Pursuant to the requirements of the Securities Act
of 1993, United Air Lines, Inc. Pension and Welfare
Plans Administration Committee, the administrator of
the Plan, 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 7th day of May, 1998.



                              PENSION AND WELFARE PLANS
                              ADMINISTRATION COMMITTEE

                              
                              By /s/ John A. Edwardson
                                 ---------------------
                              Name:  John A. Edwardson
                              Title:  Chairman





EXHIBIT INDEX
-------------


Exhibit No.    Description
----------     -----------

23             Consent of Arthur Andersen LLP

24             Power of Attorney (included on the signature
               page of the Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22229}]
{"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": "333-52249", "film-number": "98614291"}, "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"}]}
As filed with the Securities and Exchange Commission on May 8, 1998
                                          Registration No. ________

               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 E. Algonquin Road, Elk Grove Township, Illinois  60007
   -----------------------------------------------------------
       (Address of Principal Executive Offices; Zip Code)
                                
                                
                                
             United Air Lines, Inc. Flight Attendant
             ---------------------------------------
            Employees' 401(k) Retirement Savings Plan
            -----------------------------------------
                    (Full title of the plan)
                                
                                
                                
                     Francesca M. Maher, Esq.
          Vice President - General Counsel and Secretary
                         UAL Corporation
                         P. O. Box 66100
                     Chicago, Illinois 60666
                          (847) 700-4000
          ----------------------------------------------
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                                
                                
                 Calculation of Registration Fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Propsed maximum    Proposed maximum
Title of securities       Amount to be     offering price     aggregate offering    Amount of
to be registered          registered       per unit           price                 registration fee
-------------------       ------------     ---------------    ------------------    ------------                        

Common Stock, par value   150,000 shares   $82.8125(1)        $12,421,875           $3,664.45(1)
$.01 per share
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

(1)   Pursuant to Rule 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,
Inc. on May 7, 1998.

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
United Air Lines, Inc. Flight Attendant Employees'
401(k) Retirement Savings Plan (the "Plan") hereby
incorporates by reference in this registration
statement (the "Registration Statement"), the following
documents filed with the Securities and Exchange
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 fiscal year ended December 31, 1997
             (File No. 1-6033);

        (2)  The Plan's Annual Report on Form 11-K for
             the fiscal year ended November 30, 1996;

        (3)  The Company's Current Reports on Form 8-K
             dated January 28, 1998 and April 30, 1998; 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
             Securities and Exchange 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 the Plan and to be a part hereof from the
date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein by the Company shall
be deemed to be modified or superseded for purposes of
this registration statement to the extent that a
statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

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 he 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 him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he 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 his 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 he 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 him in connection
with the defense or settlement of such action or suit
if he acted in good faith and in a manner he 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 or suit 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 director, officer, employee or agent of a
corporation has been successful on the merits or
otherwise in the defense of any action, suit or
proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith;
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 is empowered 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 him and incurred by him in any such
capacity, or arising out of his status as such, whether
or not the corporation would have the power to
indemnify him 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.
         --------

         Exhibit No.     Description
         ----------      -----------
         23              Consent of Arthur Andersen LLP

         24              Power of Attorney (included on the
                         signature page of the Registration
                         Statement)

         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; notwithstanding the
     foregoing, any increase or decrease in volume of
     securities offered (if the total dollar value of
     securities offered would not exceed that which was
     registered) and any deviation from the low or high
     end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the
     Securities and Exchange Commission pursuant to
     Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than a 20%
     change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee"
     table in the effective registration statement.

        (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) 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
Section 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 7th day of May 1998.

                              UAL CORPORATION

                              By  /s/ Douglas A. Hacker
                                  ---------------------
                              Name:  Douglas A. Hacker
                              Title: Senior Vice President and
                                     Chief Financial Officer

                   POWER OF ATTORNEY

Each person whose signature appears below hereby
constitutes and appoints Gerald Greenwald and Douglas
A. Hacker, 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/ Gerald Greenwald        Director, and         May 7, 1998
--------------------        Chairman and
    Gerald Greewald         Chief Executive      
                            Officer (principal           
                            executive officer)

/s/ Douglas A. Hacker       Senior Vice           May 7, 1998
---------------------       President and
    Douglas A. Hacker       Chief Financial      
                            Officer (principal           
                            financial and
                            accounting officer)

Signature                   Title                 Date
---------                   -----                 ----

/s/ John W. Creighton, Jr.  Director              May 7, 1998
-------------------------
    John W. Creighton, Jr.

/s/ John A. Edwardson       Director              May 7, 1998
---------------------
    John A. Edwardson

/s/ Duane D. Fitzgerald     Director              May 7, 1998
-----------------------
    Duane D. Fitzgerald

/s/ Michael H. Glawe        Director              May 7, 1998
--------------------
    Michael H. Glawe

/s/ Richard D. McCormick    Director              May 7, 1998
------------------------
    Richard D. McCormick

/s/ John F. McGillicuddy    Director              May 7, 1998
------------------------
    John F. McGillicuddy

/s/ James J. O'Connor       Director              May 7, 1998
---------------------
    James J. O'Connor

/s/ Deval L. Patrick        Director              May 7, 1998
--------------------
    Deval L. Patrick

/s/ John F. Peterpaul       Director              May 7, 1998
---------------------
    John F. Peterpaul

/s/ Paul E. Tierney, Jr.    Director              May 7, 1998
-----------------------
    Paul E. Tierney, Jr.

/s/ John K. Van de Kamp     Director              May 7, 1998
-----------------------
    John K. Van de Kamp

     Pursuant to the requirements of the Securities Act
of 1993, United Air Lines, Inc. Pension and Welfare
Plans Administration Committee, the administrator of
the Plan, 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 7th day of May, 1998.

                              PENSION AND WELFARE PLANS
                              ADMINISTRATION COMMITTEE

                              
                              By /s/ John A. Edwardson
                                 ---------------------
                              Name:  John A. Edwardson
                              Title:  Chairman

EXHIBIT INDEX
-------------

Exhibit No.    Description
----------     -----------

23             Consent of Arthur Andersen LLP

24             Power of Attorney (included on the signature
               page of the Registration Statement)