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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934



Amendment No.: 1*


Name of Issuer: UAL Corporation 


Title of Class of Securities:  Common Stock


CUSIP Number:  90254950-0



Check the following line 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).

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CUSIP No.: 90254950-0 

1.   NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Janus Capital Corporation
          EIN #84-0765359

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          a.   ___
          b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION
          Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     5.   SOLE VOTING POWER
               -0-  

     6.   SHARED VOTING POWER
               7,908,770**    
     
     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               7,908,770**

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          7,908,770**

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          N/A
          
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          13.5%**

12.  TYPE OF REPORTING PERSON
          IA, CO

**   See Item 4 of this filing
Page 2 of 9 pages

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CUSIP No.:  90254950-0

1.   NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Thomas H. Bailey
          SS #523-60-3765

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          a.   ___
          b.   _X_

3.   SEC USE ONLY   

4.   CITIZENSHIP OR PLACE OF ORGANIZATION
          USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               7,908,770**

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               7,908,770**

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          7,908,770**

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          13.5%**

12.  TYPE OF REPORTING PERSON
          IN
**   See Item 4 of this filing
Page 3 of 9 pages

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CUSIP No.:  90254950-0

1.   NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Janus Twenty Fund
          EIN #84-0972319

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          a.   ___
          b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION
          Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               4,839,600**

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               4,839,600**    

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          4,839,600**

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          8.3%**

12.  TYPE OF REPORTING PERSON
          IV

**   See Item 4 of this filing
Page 4 of 9 pages

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Item 1.

     (a). Name of Issuer: UAL Corporation ("UAL")
     
     (b). Address of Issuer's Principal Executive Offices:

          1200 East Algonquin Road
          Elk Grove Township, IL 60007

Item 2.

     (a).-(c). Name, Principal Business Address, and Citizenship of Persons
               Filing:

          (1)  Janus Capital Corporation ("Janus Capital")
               100 Fillmore Street
               Denver, Colorado  80206-4923
               Citizenship:  Colorado

          (2)  Thomas H. Bailey ("Mr. Bailey")
               100 Fillmore Street
               Denver, Colorado  80206-4923
               Citizenship:  USA

          (3)  Janus Twenty Fund
               100 Fillmore Street
               Denver, Colorado 80206-4923
               Citizenship:  Massachusetts
          
          
     (d). Title of Class of Securities:  Common Stock 

     (e). CUSIP Number:  90254950-0

Item 3.   

          Janus Capital is an Investment Adviser registered under Section 203
          of the Investment Advisers Act of 1940.

          Janus Twenty Fund is an Investment Company registered under Section
          8 of the Investment Company Act of 1940.
Page 5 of 9 pages   

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Item 4.   Ownership

          The information in items 1 and 5 through 11 on the cover pages (pp.
          2-4) on Schedule 13G is hereby incorporated by reference.

          Janus Capital is a registered investment adviser which furnishes
          investment advice to several investment companies registered under
          Section 8 of the Investment Company Act of 1940 and individual and
          institutional clients (collectively referred to herein as "Managed
          Portfolios").  As a result of its role as investment adviser or
          sub-adviser to the Managed Portfolios, Janus Capital may be deemed
          to be the beneficial owner of the shares of UAL Common Stock  held
          by such Managed Portfolios.  However, Janus Capital does not have
          the right to receive any dividends from, or the proceeds from the
          sale of, the securities held in the Managed Portfolios and
          disclaims any ownership associated with such rights.

          Mr. Bailey owns approximately 12.2% of Janus Capital.  In addition
          to being a stockholder of Janus Capital, Mr. Bailey serves as
          President and Chairman of the Board of Janus Capital and is filing
          this joint statement with Janus Capital as a result of such stock
          ownership and positions which may be deemed to enable him to
          exercise control over Janus Capital.  Mr. Bailey does not own of
          record any shares of UAL Common Stock and he has not engaged in any
          transaction in UAL Common Stock.  However, as a result of his
          position, Mr. Bailey may be deemed to have the power to exercise or
          to direct the exercise of such voting and/or dispositive power that
          Janus Capital may have with respect to UAL Common Stock held by the
          Managed Portfolios.  All shares reported herein have been acquired
          by the Managed Portfolios, and Mr. Bailey specifically disclaims
          beneficial ownership over any shares of UAL Common Stock that he or
          Janus Capital may be deemed to beneficially own.  Furthermore, Mr.
          Bailey does not have the right to receive any dividends from, or
          the proceeds from the sale of, the securities held in the Managed
          Portfolios and disclaims any ownership associated with such rights.

          Janus Twenty Fund is an investment company registered under the
          Investment Company Act of 1940 and is one of the Managed Portfolios
          to which Janus Capital provides investment advice.
Page 6 of 9 pages

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Item 5.   Ownership of Five Percent or Less of a Class

               N/A

Item 6.   Ownership of More than Five Percent on Behalf of Another Person
          
               Janus Capital's Managed Portfolios, set forth in Item 4 above,
               have the right to receive all dividends from, and the proceeds
               from the sale of, the securities held in their respective
               accounts.

               The interest of one person, Janus Twenty Fund, an investment
               company registered under the Investment Company Act of 1940,
               in UAL Common Stock amounted to 4,839,600 shares or 8.3% of
               the total outstanding Common Stock at December 31, 1996.

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

               N/A

Item 8.   Identification and Classification of Members of the Group

               N/A

Item 9.   Notice of Dissolution of Group

               N/A

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 purposes or effect.
Page 7 of 9 pages

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SIGNATURES

     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.


JANUS CAPITAL CORPORATION

By  /s/  David C. Tucker                       2/10/97    
   David C. Tucker, Vice President               Date

JANUS TWENTY FUND

By  /s/  David C. Tucker                       2/10/97   
   David C. Tucker, Vice President               Date

THOMAS H. BAILEY

By  /s/  David C. Tucker                       2/10/97   
   David C. Tucker                               Date

   Under Power of Attorney dated 8/8/95
   On File with Schedule 13G for
   I-Stat Corporation 8/9/95
Page 8 of 9 pages      

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EXHIBIT A



JOINT FILING AGREEMENT


  In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them
of a Statement on Schedule 13G (including amendments thereto) with respect to
the Common Stock of UAL Corporation and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings.  In evidence
thereof, the undersigned hereby execute this Agreement as of the 10th day of
February, 1997.


            JANUS CAPITAL CORPORATION

            By  /s/  David C. Tucker            
               David C. Tucker, Vice President

            JANUS TWENTY FUND

            By  /s/  David C. Tucker            
               David C. Tucker, Vice President
            
            THOMAS H. BAILEY
            
            By  /s/  David C. Tucker                
               David C. Tucker

               Under Power of Attorney dated 8/8/95  
               On File with Schedule 13G for
               I-Stat Corporation 8/9/95
Page 9 of 9 pages