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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13G

               Under the Securities Exchange Act of 1934
                          (Amendment No. 1)*

                             UAL Corporation 
                           (Name of Issuer)

                                Common
                    (Title of Class of Securities)

                                902549500      
                            (CUSIP Number)


     Check the following box if a fee is being paid with this statement

     (A fee is not required only if the filing person: (1) has a previous
     statement on file reporting beneficial ownership of more than five
     percent of the class of securities described in Item 1; and (2) has
     filed no amendment subsequent thereto reporting beneficial ownership of
     five percent or less of such class.)  (See Rule 13d-7.)    

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).    
                  
                         (Continued on following page(s))

                              Page 1 of 10 Pages
      
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______________________________________________________________
                               
                                   13G

CUSIP NO. 902549500                      PAGE 2 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER GROUP, INC.
     I.R.S. NO. 13-3331657
______________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 
                                                      (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            3,247,716      
_______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH            3,247,716
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                3,247,716
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    5.54%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     HC
______________________________________________________________
PAGE

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______________________________________________________________
                               
                                   13G

CUSIP NO. 902549500                PAGE 3 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER CAPITAL
     I.R.S. NO. 13-3413767
_____________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 
                                                      (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            3,247,716
               _______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH              3,247,716
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                 3,247,716
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    5.54%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     IA
______________________________________________________________

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                                            Page 4 of 10 Pages
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              Schedule 13G
                Under the Securities Exchange Act of 1934

Check the following box if a fee is being paid with this Statement


Item 1(b)      Name of Issuer:     UAL Corporation


Item 1(b) Address of Issuer's Principal Executive Offices:

          1200 E. Algonquin Road, Elk Grove Township, IL 60007

Item 2(a)      Name of Person Filing:

               Oppenheimer Group, Inc.

Item 2(b)      Address of Principal Business Office:

               Oppenheimer Tower, World Financial Center
               New York, New York 10281

Item 2(c)      Citizenship:

               Inapplicable

Item 2(d)      Title of Class of Securities:

               Common 

Item 2(e)      CUSIP Number:  902549500

                         
Item 3(g) ____X____ Parent Holding Company, in accordance with 
                         Section 240.13d - 1(b)(1)(ii)(G)  
                         See Exhibit I hereto

Item 4(a)      Amount Beneficially Owned:

                    Oppenheimer Group, Inc.      - 3,247,716 *

Item 4(b)      Percent of Class:

                    Oppenheimer Group, Inc.      - 5.54%   * 
 
*  Includes amount beneficially owned by Oppenheimer Capital as disclosed
on Page 3 hereof.

PAGE

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                                                 Page 5 of 10 Pages
Item 4(c)(i)   Sole Power to Vote or to direct the vote -
                    Oppenheimer Group, Inc.   -            0


Item 4(c)(ii)  Shared power to vote or to direct the vote - 
                    Oppenheimer Group, Inc.   - 3,247,716 *

Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -            0

Item 4(c)(iv)  Shared power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -  3,247,716*


Item 5         Ownership to Five Percent or Less of a Class:
                    Inapplicable

Item 6         Ownership of More than Five Percent on Behalf of
                    Another Person:

                    See Exhibit A hereto

Item 7         Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent
               Holding Company: 

                    See Exhibit II hereto

Item 8         Identification and Classification of Members of the Group:
                    Inapplicable

Item 9         Notice of Dissolution of Group:
                    Inapplicable

Item 10        Certification:

            By signing below I certify that, to the best of my knowledge
            and belief, the securities referred to above were acquired in
            the ordinary course of business and were not acquired for the
            purpose of and do not have the effect of changing or
            influencing the control of the issuer of such securities and
            were not acquired in connection with or as a participant in
            any transaction having such purpose or effect.

SIGNATURE   After reasonable 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.

Date:       January 17, 1997

Signature:      By: /s/ Robert I. Kleinberg    

Name/Title:         Robert I. Kleinberg, Vice President/Secretary       

*     Includes amount beneficially owned by Oppenheimer Capital as
      disclosed on Page 3 hereof.

PAGE

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                                         Page 6 of 10 Pages 



                           EXHIBIT A


The Managing General Partner of Oppenheimer Capital, a registered
investment adviser, and certain persons to whom it has delegated the
authority, have the power on behalf of Oppenheimer Capital to direct the
use of dividends or proceeds of sale of more than five (5%) percent of
such securities as disclosed on Page 3 hereof. The Board of Directors,
certain officers and other employees of Oppenheimer & Co., Inc., a
registered broker-dealer, have the power to direct the use of dividends or
proceeds of sale of less than five (5%) percent of these securities. 


MIK8-exhibit.A/2

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                                               Page 7 of 10 Pages
      
                              EXHIBIT I 
Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company which
owns directly and indirectly a variety of subsidiary companies
("Subsidiaries") including the companies identified on the exhibit to this
Schedule 13G engaged in various aspects of the financial services
business.  70.78% of the issued and outstanding common stock of Group is
owned by Oppenheimer & Co., L.P. ("Oppenheimer LP") a Delaware limited
partnership formed by the management of Oppenheimer.  The general and
limited partnership interests in Oppenheimer LP are owned by officers and
employees of Oppenheimer & Co., Inc., an indirect wholly-owned subsidiary
of Oppenheimer LP. 29.22% of Group's capital stock has been issued to
certain Oppenheimer LP warrantholders upon presentation for exercise of
warrants issued to various investors in Oppenheimer LP's 1986 Private
Placement.  Opco, an indirect wholly-owned subsidiary of Oppenheimer
Group, is a diversified investment banking and securities firm. 
Oppenheimer Financial Corp., a wholly-owned subsidiary of Oppenheimer
Group, is the sole general partner of Oppenheimer Capital, L.P. ("Opcap
LP"), a limited partnership which owns a majority interest in Oppenheimer
Capital general partnership, which carries on an investment advisory
business activity directly and through certain investment advisory
companies one of which serves as advisor to a group of mutual funds. 
The amendment to Schedule 13G is being filed by Oppenheimer Group as a
parent holding company pursuant to the provisions of Rule 13(d) - (1) (b)
on behalf of Oppenheimer LP and the Subsidiaries and/or certain investment
advisory clients or discretionary accounts of the Subsidiaries and
relating to their collective beneficial ownership of shares of common
stock of the Issuer.

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                                                       Page 8 of 10 Pages

Management of the affairs of Oppenheimer Group, the Subsidiaries and of
certain advisory clients including decisions respecting dispositions
and/or voting of the shares of the common stock of the Issuer resides in
respective officers and directors of the Subsidiaries and is not directed
by Oppenheimer Group or Oppenheimer LP.   

Accordingly, the filing of this amendment to Schedule 13G by Oppenheimer
Group is not intended as, and should not be deemed, an acknowledgment of
beneficial ownership or shared voting or dispositive power by Oppenheimer
Group, Oppenheimer LP or any intermediary company of the shares of the
common stock of the Issuer owned by such Subsidiaries or investment
advisory clients of investment advisory clients, such beneficial ownership
or attribution or shared voting or dispositive power being disclaimed.


EXHIBIT1.696   

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                                                 Page 9 of 10 Pages
                                     EXHIBIT II   
The Parent Holding Company is filing on behalf of Oppenheimer Financial
Corp., Oppenheimer Equities, Inc. and Oppenheimer Holdings, Inc. which
would be classified as Item 3(g), Oppenheimer & Co., Inc. which would be
classified as Item 3(a), and Oppenheimer Capital which would be classified
as Item 3(e).


 MIK8-EX-IIB
                                             

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                                           Page 10 of 10 Pages


                         EXHIBIT III     


The undersigned hereby acknowledges and agrees that a report on Schedule
13G being filed by Oppenheimer Group, Inc. on or about the date hereof,
relating to the common stock of UAL Corporation is filed on behalf of the
undersigned.



   DATED: January 17, 1997



                                        OPPENHEIMER CAPITAL


                                  By: /s/ Robert I. Kleinberg
                                      Robert I. Kleinberg
                                      Vice President & Secretary of
                                      Oppenheimer Financial Corp.,
                                      The Managing General Partner.    




H:..\MKATZ\13G\13G97\UAL.197