As filed with the Securities and Exchange Commission on March 23, 1999
                                            Registration No. _________

- ----------------------------------------------------------------------
- ----------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549



                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                                
                         UAL CORPORATION
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)


                 Delaware                        36-2675207
     -------------------------------         ------------------
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)         Identification No.)
                                
                                
  1200 East Algonquin Road, Elk Grove Township, Illinois  60007
  -------------------------------------------------------------
       (Address of Principal Executive Offices; Zip Code)
                                
                                
                                
   Stock in Lieu of Incentive Compensation in Cash for Certain
                        Executive Officer
   -----------------------------------------------------------
                    (Full title of the plan)
                                
                                
                                
                    Francesca M. Maher, Esq.
      Senior Vice President, General Counsel and Secretary
                         UAL Corporation
                         P. O. Box 66919
                     Chicago, Illinois 60666
                          (847) 700-4000
   (Name, address and telephone number, including area code, of
                       agent for service)
   ------------------------------------------------------------  

                 Calculation of Registration Fee

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
<S>                        <C>              <C>                     <C>                   <C>
Title of securities        Amount to be     Proposed maximum        Proposed maximum      Amount of 
to be registered           registered       offering price per      aggregate offering    registration fee
                                            unit                    price
- -------------------        ------------     ------------------      ------------------    -----------------

Common Stock, par value    8,062 shares     $72.6250(1)             $585,503.00           $162.77(1)
$.01 per share   
                                        
</TABLE>
                                        


 (1) Under Rules 457(c) and 457(h), the registration
fee was calculated based on the average of the high and low
prices of the Registrant's Common Stock on the New York
Stock Exchange, Inc. on March 16, 1999.

                                
     The company's Incentive Compensation and Profit Sharing Plan
and an employment agreement provide for cash incentive
compensation.  Certain officers may elect to take all or part of
their after-tax incentive compensation in common stock.  On
February 25, 1999, the board of directors approved the sale of
common stock from treasury for an executive officer who elected
to receive stock in lieu of cash incentive compensation for 1998.
The number of shares to be issued has been determined by dividing
the incentive compensation to be taken in stock by the closing
price of the common stock on the New York Stock Exchange
Composite Transaction Tape on February 25, 1999.

                                
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The Company hereby incorporates by reference in this
registration statement (the "Registration Statement"), the
following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company pursuant to the
Securities Exchange Act of 1934, as amended:

         (1)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1998 (File No. 1-6033);  and

         (2)  A description of the Company's Common Stock as
              contained in the Company's Form 8-A dated July 5, 1994,
              as amended by each of the Company's Form 8-A/A (Amendment
              No. 1) dated July 12, 1994, and Form 8-A/A (Amendment No.
              2) dated June 26, 1995 and filed with the Commission on
              June 27, 1995, and in the Company's Form 8-K dated June
              27, 1995.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein by the Company and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein by the Company shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

Limitation of Liability of Directors

         The Company's Restated Certificate of Incorporation provides
that no director of the Company will be personally liable to the
Company or its stockholders for monetary damages for any breach
of fiduciary duty by such director as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law
("DGCL") or (iv) for any transaction from which the director
derived an improper personal benefit.

         The above provision is intended to afford directors
additional protection and limit their potential liability from
suits alleging a breach of the duty of care by a director.  As a
result of the inclusion of such a provision, stockholders may be
unable to recover monetary damages against directors for actions
taken by them that constitute negligence or gross negligence or
that are otherwise in violation of their fiduciary duty of care,
although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.  If equitable
remedies are found not to be available to stockholders in any
particular situation, stockholders may not have an effective
remedy against a director in connection with such conduct.

Indemnification of Directors and Officers

         The Company's Restated Certificate of Incorporation provides
that directors and officers of the Company shall be indemnified
against liabilities arising from their service as directors and
officers to the full extent permitted by law.

         Section 145 of the DGCL empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's
conduct was unlawful.

         Section 145 also empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by the person
in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests
of the corporation and except that no such indemnification may be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the
court in which such action was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery shall deem proper.

         Section 145 further provides that to the extent that a
director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith; that
indemnification shall be made only as authorized in the specific
case upon a determination that indemnification of the present or
former director or officer is proper in the circumstances and
such determination shall be made, with respect to such a person
who is a director or officer at the time of such determination,
by (1) a majority vote of the directors who are not parties to
such action, suit, or proceeding even though less than a quorum,
or (2) by a committee of such directors designated by a majority
vote of such directors, even though less than a quorum, or (3) if
there are no such directors or such directors so elect, by
independent counsel, or (4) by the stockholders; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled; and that the corporation has the power to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liabilities
under Section 145.

         The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by its directors
and officers in connection with the performance of their duties.


Item 7.   Exemption From Registration Claimed.
          -----------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

          Exhibit No.    Description
          ----------     -----------

          23             Consent of Arthur Andersen LLP

          24             Power of Attorney (included on the signature page
                         of the Registration Statement)

Item 9.   Undertakings.
          ------------

          The undersigned registrant hereby undertakes:

  (a)(1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

          (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the registration
     statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     registration statement;

          (iii) To include any material information with respect
     to the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

  (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                           SIGNATURES
                           ----------

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Elk Grove Township, Illinois, on this 25th day of
February, 1999.


                              UAL CORPORATION

                              By:  /s/ Gerald Greenwald
                                   --------------------
                                   Name: Gerald Greenwald
                                   Title:  Chairman of the Board and
                                   Chief Executive Officer


                        POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints Gerald Greenwald and Douglas A. Hacker, and each of
them, the true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary or
desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their substitute or
substitutes, may have done, or may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.


   Signature                     Title                    Date
   ---------                     -----                    ----

/s/ Gerald Greenwald             Director, and            February 25, 1999
- --------------------             Chairman and         
    Gerald Greenwald             Chief Executive      
                                 Officer (principal
                                 executive officer)


/s/ Douglas A. Hacker            Senior Vice              February 25, 1999
- ---------------------            President and Chief  
    Douglas A. Hacker            Financial Officer    
                                 (principal financial 
                                 officer and principal
                                 accounting officer)

/s/ James E. Goodwin             Director                 February 25, 1999
- --------------------
    James E. Goodwin


   Signature                     Title                    Date
   ---------                     -----                    ----


/s/ John W. Creighton Jr.        Director                 February 25, 1999
- -------------------------
    John W. Creighton, Jr.



/s/ Duane D. Fitzgerald          Director                 February 25, 1999
- -----------------------
    Duane D. Fitzgerald



/s/ Michael H. Glawe             Director                 February 25, 1999
- --------------------
    Michael H. Glawe



/s/ Richard D. McCormick         Director                 February 25, 1999
- ------------------------
    Richard D. McCormick



/s/ John F. McGillicuddy         Director                 February 25, 1999
- ------------------------
    John F. McGillicuddy



/s/ James J. O'Connor            Director                 February 25, 1999
- ---------------------
    James J. O'Connor



/s/ Deval L. Patrick             Director                 February 25, 1999
- --------------------
    Deval L. Patrick



/s/ John F. Peterpaul            Director                 February 25, 1999
- ---------------------
    John F. Peterpaul



/s/ Paul E. Tierney, Jr.         Director                 February 25, 1999
- ------------------------
    Paul E. Tierney, Jr.



/s/ John K. Van de Kamp          Director                 February 25, 1999
- -----------------------
    John K. Van de Kamp



                          EXHIBIT INDEX
                          -------------

Exhibit No.    Description
- ----------     -----------

23             Consent of Arthur Andersen LLP

24             Power of Attorney (included on the signature page of
               the Registration Statement)






                                                                 
                                                       Exhibit 23
                                                       ----------



            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
            -----------------------------------------


     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 24, 1999 included in the UAL
Corporation Annual Report on Form 10-K for the year ended
December 31, 1998, and to all references to our Firm included in
this Registration Statement on Form S-8.



                                   /s/ Arthur Andersen LLP
                                   -----------------------
                                   Arthur Andersen LLP




Chicago, Illinois
March 23, 1999