SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C.  20549

                                    ______________________

                                           FORM 8-A


                       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                            PURSUANT TO SECTION 12(b) OR (g) OF THE
                                SECURITIES EXCHANGE ACT OF 1934


                                        UAL CORPORATION
                    (Exact name of registrant as specified in its charter.)


                Delaware                                  36-2675207
(State 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)



If this Form relates to the                     If this Form relates to the 
registration of a class of                      registration of a class of debt
debt securities and is                          securities and is to become
effective upon filing pursuant                  effective simultaneously with
to General Instruction A(c)(1)                  the effectiveness of a 
please check the following                      concurrent registration state-
box.                        [ ]                 ment under the Securities Act 
                                                of 1933 pursuant to General
                                                Instruction A(c)(2) please
                                                check the following box.    [X]


Securities to be registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange
Title of each class                              on which each class
to be so registered                              is to be registered   
____________________                             _______________________

__% Convertible Subordinated                     New York Stock Exchange
Debentures due 2025

Securities to be registered pursuant to Section 12(g) of the Act:

                                NONE


                INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 1.     Description of Registrant's Securities to be Registered.
            _______________________________________________________

                  A complete description of the ____% Convertible Subordinated 
            Debentures due 2025 (the "Debentures"), which are to be registered 
            hereunder is contained under the caption "Description of 
            Debentures" in the Prospectus forming a part of the Company's Form 
            S-4 Registration Statement (No. 33-57579), as may be amended, filed 
            with the Commission under the Securities Act of 1933 (such 
            Registration Statement is hereinafter referred to as the 
            "Registration Statement").  Such description is incorporated herein 
            by reference.

Item 2.     Exhibits.

                  A list of exhibits filed herewith or incorporated herein by 
            reference is contained on the Exhibit Index which is incorporated 
            herein by reference.




                                     SIGNATURES



      Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, the registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereto duly authorized.



                                    UAL CORPORATION



                                    By:  /s/ Francesca M. Maher   
                                         _____________________________
                                         Francesca M. Maher
                                         Vice President - Law
                                           and Corporate Secretary


Date:  February __, 1995



                                   EXHIBIT INDEX


                                                                    Sequential
Exhibit No.                         Description                       Page No.
___________                         ____________                    __________

      1            Form of Indenture dated as of
                   ___________, 1995 between the Company
                   and The Bank of New York, as Trustee
                   (Incorporated by reference to Exhibit
                   No. 4.1 to registration statement 
                   No. 33-57579). . . . . . . . . . . . . . . .

      2            Form of Officer's Certificate relating 
                   to the Convertible Subordinated
                   Debentures (Incorporated by reference
                   to Exhibit No. 4.2 to registration
                   statement No. 33-57579). . . . . . . . . . .

      3            Form of Debenture (Incorporated by 
                   reference to Exhibit No. 4.3 to 
                   registration statement 
                   No. 33-57579). . . . . . . . . . . . . . . .