<PAGE> SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-4/A ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) Amendment No. 2 UAL CORPORATION (Name of the Issuer and Person Filing Statement) SERIES A CONVERTIBLE PREFERRED STOCK (Title of Class of Securities) 902549 30 2 (CUSIP Number of Class of Securities) Francesca M. Maher Robert E. Curley Vice President-Law and Mayer, Brown & Platt Corporate Secretary 190 South LaSalle Street UAL Corporation Chicago, Illinois 60603 1200 East Algonquin Road (312) 701-7306 Elk Grove Township, Illinois 60007 (708) 952-4000 (Name, Address and Telephone Number of Persons Authorized Receive Notices and Communications on Behalf of Person Filing Statement) March 2, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee Transaction Valuation* <F1> Amount of Filing Fee ______________________ ____________________ $600,000,000 $40,000 <F1> * Calculated as of February 2, 1995, pursuant to Rule 0-11(a)(4) under the Securities Act of 1933, as amended. (x) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $206,897 Form or Registration No.: S-4, File No. 33-57579 Filing Party: UAL Corporation Date Filed: February 3, 1995
<PAGE> Pursuant to the requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended, and General Instruction D to Schedule 13E-4 thereunder, UAL Corporation ("UAL") hereby amends its Issuer Tender Offer Statement on Schedule 13E-4 (File No. 5-7322) filed under the Securities Exchange Act of 1934, as amended, in connection with the registration statement on Form S-4 (File No. 33-57579) (the "Registration Statement") regarding its exchange offer (the "Exchange Offer") to exchange up to $600,000,000 aggregate principal amount of debentures designated as its 6-3/8% Convertible Subordinated Debentures due 2025 (the "Debentures") for up to all of UAL's outstanding Series A Convertible Preferred Stock (the "Series A Preferred Stock"). All references to "Preliminary Prospectus" in response to the items of this schedule mean UAL's Prospectus dated March 2, 1995. The Exchange offer terminated at 5 p.m., New York City time, on Monday, April 3, 1995. The Exchange Offer resulted in the exchange of 5,999,900 shares of the Series A Preferred Stock for a principal amount of $599,990,000 of the Debentures on April 11, 1995.
<PAGE> SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 21, 1995 UAL CORPORATION By /s/ Douglas A. Hacker Douglas A. Hacker Senior Vice President-Finance