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                   Securities and Exchange Commission

                         Washington, D.C.  20549

                             _______________

                               FORM 8-A/A

                             Amendment No. 2

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

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



                Delaware                          36-2675207

      (State or other jurisdiction             (I.R.S. Employer
    of incorporation or organization)         Identification No.)

                        1200 East Algonquin Road
                   Elk Grove Township, Illinois  60007
                (Address of principal executive offices)

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


         Title of each class             Name of each exchange on which
          to be registered               each class is to be registered
_____________________________________    _______________________________

Common Stock, par value $.01             New York Stock Exchange
per share                                Chicago Stock Exchange
                                         Pacific Stock Exchange

Depositary Shares representing           New York Stock Exchange
interests in the Registrant's 
Series B Preferred Stock, 
without par value  

If this form relates to the registration of a class of debt securities and 
is effective upon filing pursuant to General Instruction A.(c)(1), please 
check the following box                                             [  ]

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

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

                                  None


                            Page 1 of 3 pages
                     No exhibits are filed herewith


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

      The Registrant's securities to be registered consist of common stock, 
par value $.01 per share (the "Common Stock"), and the Registrant's 
Depositary Shares (the "Depositary Shares"), each such Depositary Share 
representing an interest in 1/1000 of a share of the Registrant's Series B 
Preferred Stock, without par value.  The description of the Common Stock is 
set forth under the heading "Description of Capital Stock" in the 
Prospectus forming part of the Registrant's registration statement on Form 
S-4, as amended (File No. 33-57579).

      The description of the Depositary Shares is set forth under the 
heading "Description of Securities-The Series B Preferred Stock" and 
"-Depositary Shares" in the Registrant's Prospectus, filed pursuant to Rule 
424(b) under the Securities Act of 1933 and forming part of the 
Registrant's registration statement on Form S-3, as amended (File No. 
33-53893)




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                                SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this Amendment to be signed on its behalf by 
the undersigned, thereunto duly authorized.

                                       UAL CORPORATION


                                       By:/s/ Douglas A. Hacker         
                                       Name:   Douglas A. Hacker
                                       Title:  Senior Vice President
                                               Finance

Date:  June 26, 1995