SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549
                                    
                                    
                                FORM 8-K
                                    
                                    
                             CURRENT REPORT


                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934


                     Date of Report:  June 27, 1995
                   (Date of earliest event reported)


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


         Delaware                  1-6033           36-2675207
(State or other jurisdiction     (Commission     (I.R.S. Employer
     of incorporation)           File Number)   Identification No.)


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


Registrant's telephone number, including area code  (708) 952-4000


                             Not Applicable
      (Former name or former address, if changed since last report)





ITEM 5.                 OTHER EVENTS.

    UAL Corporation (the "Company") is filing herewith the
Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed on May 25, 1995 with the
Secretary of State of the State of Delaware, as Exhibit 3.1 which
is incorporated herein by reference.



ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit No.     Description

    3.1         Certificate of Amendment of the Restated
                Certificate of Incorporation of UAL Corporation
                as filed in Delaware on May 25, 1995.




                               SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.



                                UAL CORPORATION



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






Dated:  June 27, 1995





                              EXHIBIT INDEX


Exhibit
Number          Description

 3.1            Certificate of Amendment of the Restated
                Certificate of Incorporation of UAL Corporation
                as filed in Delaware on May 25, 1995.






                                                      Exhibit 3.1
                                
                                
                    CERTIFICATE OF AMENDMENT
                             OF THE

              RESTATED CERTIFICATE OF INCORPORATION
                               OF
                         UAL CORPORATION


     UAL CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     FIRST:  That as of March 9, 1995, the Board of Directors of
the Corporation adopted resolutions proposing and declaring
advisable that the Restated Certificate of Incorporation of this
Corporation (the "Restated Certificate") be amended as follows:

          (A)  that Article FIFTH, Subsection 1.26, of the
     Restated Certificate be amended to be and read as follows:

            1.26  "Common Equity" means, in the aggregate and
            without double-counting:
            
              (a)  the Common Stock outstanding at the time in
            question that satisfies any one or more of the
            following clauses (i) through (vi):
            
                   (i)  that was issued upon conversion of ESOP
                Convertible Preferred Stock or Voting Stock
                (other than Common Stock);
                
                   (ii)  that was issued upon conversion of the
                Series A Preferred Stock or any Pre-Closing
                Covered Convertible;
                
                   (iii)  that was issued upon exercise of any
                Pre-Closing Covered Option;
                
                   (iv)  that constitutes Permitted Bankruptcy
                Equity or was issued upon conversion, exercise
                or exchange of any Permitted Bankruptcy
 Equity;
                
                   (v)  that was outstanding immediately prior
                to the close of business on the Measuring Date
                (as defined in the Recapitalization Agreement),
                other than as a result of an issuance initially
                approved after the Effective Time; or
                
                   (vi)  that was issued in a transaction
                described in Part II, Section 6.4(a) (i), (ii)
                or (iii), of Article FOURTH of this Restated
                Certificate in respect of the number of shares
                of Common Stock that at the time of such
                transaction were included in the definition of
                Common Equity;

              (b)  the Common Stock issuable upon conversion of
            ESOP Convertible Preferred Stock or Voting Stock
            (other than Common Stock) outstanding at the time in
            question;
            
              (c)  the Common Stock issuable upon conversion of
            any Series A Preferred Stock or Pre-Closing Covered
            Convertible outstanding at the time in question;
            
              (d)  the Common Stock issuable upon conversion,
            exercise or exchange of any Permitted Bankruptcy
            Equity outstanding at the time in question; and
            
              (e)  the Common Stock issuable upon exercise of
            any Pre-Closing Covered Option outstanding at the
            time in question.

For purposes of the foregoing, if the Corporation reacquires any
shares of outstanding Common Stock at a time that shares of
Common Stock not included in the definition of Common Equity are
outstanding, the Corporation shall make an assessment as to
whether or not the shares so reacquired are included in the
definition of Common Equity.  If the Corporation cannot
conclusively establish whether or not the shares so reacquired
are included in the definition of Common Equity, then the number
of outstanding shares of Common Stock included in the definition
of Common Equity pursuant to clause (a) above shall be deemed
reduced as a result of such reacquisition by the number
determined by multiplying the number of shares of Common Stock so
reacquired by a fraction, the numerator of which is the number of
shares of Common Stock included in the definition of Common
Equity outstanding immediately prior to the reacquisition and the
denominator of which is the aggregate number of shares of Common
Stock outstanding immediately prior to the reacquisition.

          (B)  that Article FIFTH, Section 1, of the Restated
     Certificate be amended to add the following new Subsections
     1.58.1, 1.58.2 and 1.66.1 in their respective numerical
     order:

             1.58.1  "Pre-Closing Covered Convertible" means any
          Convertible Company Securities  (as defined in Section
          1.8 of the Recapitalization Agreement), other than the
          Series A Preferred Stock, outstanding immediately prior
          to the Effective Time with a conversion price equal to
          or less than the Old Share Equivalent Price (as defined
          in Section 1.10 of the Recapitalization Agreement).
             
             1.58.2  "Pre-Closing Covered Option" means any
          employee stock option granted under any employee stock
          option or compensation plan or arrangement of the
          Corporation outstanding immediately prior to the
          Effective Time with an exercise price of less than the
          Old Share Equivalent Price (as defined in Section 1.10
          of the Recapitalization Agreement).
             
             1.66.1  "Series A Preferred Stock" means the series
          of Serial Preferred Stock of the Corporation, without
          par value, designated Series A Convertible Preferred
          Stock in Article FOURTH, Part I.A, of this Restated
          Certificate.

          (C)  that Article FIFTH, Subsection 1.72, of the
     Restated Certificate be amended to be and read as follows:

             "Termination Date" means, except as otherwise
          provided in this Restated Certificate, the date on
          which (a) the Common Equity held in the ESOPs, the
          Existing Plans or in any other employee trusts or
          pension, retirement or other employee benefit plans
          sponsored by the Corporation or any of its Subsidiaries
          for the benefit of its employees as of the close of
          business on such date, plus (b) the number of Available
          Unissued ESOP Shares, plus, but without double-counting
          (c) the number of other shares of Common Stock that are
          held in the ESOPs, the Existing Plans or in any other
          employee trusts or pension, retirement or other
          employee benefit plans sponsored by the Corporation or
          any of its Subsidiaries for the benefit of its
          employees as of the close of business on such date and
          that were acquired (i) in open market transactions or
          (ii) in privately negotiated transactions from a person
          other than the Corporation or one or more Subsidiaries,
          represent, in the aggregate, less than 20% of (x) the
          Common Equity of the Corporation plus (y) the number of
          Available Unissued ESOP Shares.

          (D)  that Article FIFTH, Section 4.1.1, of the Restated
     Certificate be amended to be and read as follows:

             4.1.1  Audit Committee.  The Audit Committee shall
          consist of the four Independent Directors and the three
          Outside Public Directors or such fewer number of such
          Directors (in as nearly as practicable that same
          proportion of Independent Directors and Outside Public
          Directors) as shall qualify for audit committee
          membership under applicable rules of the securities
          exchanges or other similar trading market on which the
          Common Stock is traded.  The function of the Audit
          Committee shall be (a) to review the professional
          services and independence of the Corporation's
          independent auditors and the scope of the annual
          external audit as recommended by the independent
          auditors, (b) to ensure that the scope of the annual
          external audit is sufficiently comprehensive, (c) to
          review, in consultation with the independent auditors
          and the internal auditors, the plan and results of the
          annual external audit, the adequacy of the
          Corporation's internal control systems, and the results
          of the Corporation's internal audits, (d) to review,
          with management and the independent auditors, the
          Corporation's annual financial statements, financial
          reporting practices and the results of each external
          audit, (e) to review the Corporation's cash management,
          risk management, investment management and foreign
          exchange management policies, and (f) to undertake
          reasonably related activities to those set forth in
          clauses (a) through (e) of this Subsection 4.1.1.  The
          Audit Committee shall also have the authority to
          consider the qualification of the Corporation's
          independent auditors, to make recommendations to the
          Board as to their selection and to review and resolve
          disputes between such independent auditors and
          management relating to the preparation of the annual
          financial statements.

          (E)  that Article FIFTH, Subsection 4.1.3, of the
     Restated Certificate be amended to be and read as follows:

             Compensation Committee.  The Compensation Committee
          shall consist of seven Directors, including two
          Independent Directors, two Public Directors and the
          three Employee Directors.  Of the two Public Directors,
          one shall be an Outside Public Director appointed by
          the Outside Public Director Nomination Committee, and
          one shall be the Chief Executive Officer, if the Chief
          Executive Officer is a Public Director.  The two
          Independent Director members shall be appointed by the
          Independent Director Nomination Committee, which
          appointment shall require the affirmative vote of all
          of the votes entitled to be cast by the Independent
          Directors.  At all meetings of the Compensation
          Committee, the presence of Directors entitled to cast
          at least a majority of the aggregate number of votes
          entitled to be cast by all Directors on such committee,
          including, unless otherwise consented to by all
          Employee Directors, the presence of at least one
          Independent Director, shall be required to constitute a
          quorum for the transaction of business.  The principal
          functions of the Compensation Committee shall be (a) to
          review and recommend to the Board the compensation and
          benefit policies to be established for the officers of
          the Corporation, (b) to review and approve the
          individual compensation and benefit arrangements for
          the officers of the Corporation, except as provided in
          Subsection 4.1.4, (c) to review general policy matters
          relating to compensation and benefit arrangements of
          non-union employees of the Corporation, (d) to
          administer the stock option plans and executive
          compensation programs of the Corporation, including
          bonus and incentive plans applicable to officers and
          key employees of the Corporation, except as provided in
          Subsection 4.1.4, and (e) to undertake administrative
          activities reasonably related to the functions set
          forth in clauses (a) through (d) of this sentence.
          Subject to final approval by the Compensation Committee
          in accordance with Subsection 4.1.4, the Compensation
          Committee may delegate to the Compensation
          Administration Committee specific responsibilities with
          respect to the Chief Executive Officer's compensation.

          (F)  that the proviso to the fourth sentence of Article
     FIFTH, Subsection 4.1.4, of the Restated Certificate be
     amended to be and read as follows:

             provided, however, that in order for any action of
          the Compensation Administration Committee to be
          effective, such action must also be approved by the
          Compensation Committee (unless such approval could
          reasonably be expected to prevent a stock option plan,
          restricted stock plan, other equity incentive plan or
          other executive compensation program (or a component
          thereof) that is intended to qualify under Rule 16b-3
          (or any successor provision) or to qualify for an
          exception under Section 162(m) (or any successor
          provision) from receiving the benefits of Rule 16b-3 or
          qualifying for such exception, respectively).

          (G)  that the fourth sentence of Article FIFTH,
     Subsection 4.1.5, of the Restated Certificate be amended by
     inserting the phrase ", unless otherwise consented to by all
     Employee Directors who are members of the Executive
     Committee," between "including" and "the presence."

          (H)  that Article FIFTH, Subsection 4.1.7, of the
     Restated Certificate be amended to add the following new
     sentence at the end of such Subsection:

             Notwithstanding the foregoing, by resolutions
          approved by both the Labor Committee and the Board
          (which vote must include the affirmative vote of at
          least 80% of the votes entitled to be cast by the
          entire Board, all Outside Public Directors and at least
          one Union Director) the officers of the Corporation or
          the applicable Subsidiary may be authorized to approve
          such modifications or amendments, or such Collective
          Bargaining Agreements with any labor union representing
          in the aggregate not more than 100 of the Corporations'
          or any of its Subsidiaries' employees based in the
          United States, in each case of the type or types
          provided for in such resolutions and which are
          determined pursuant to such resolutions not to be
          material to the Corporation and its Subsidiaries.

          (I)  that Article FIFTH, Subsection 4.1.10, of the
     Restated Certificate be amended to add the following new
     sentence at the end of such Subsection:

             Until the Termination Date, the Board, by resolution
          passed as aforesaid, may also delegate to the CAP
          Committee and the Compensation Committee, or any of
          them, such other power and authority as could have been
          delegated to an Other Board Committee.

          (J)  that the proviso to the first sentence of Article
     FIFTH, Subsection 4.1.12, be amended by inserting the phrase
     ", unless otherwise consented to by all Employee Directors
     who are members of such Other Board Committee," between
     "Other Board Committee," the first time such phrase appears
     in such proviso and "if less than all".

     SECOND:  That the foregoing amendments have been duly
adopted in accordance with the provisions of Section 242 of the
Delaware General Corporation Law by the affirmative vote of a
majority of the shares of stock of the Corporation entitled to
vote thereon at the annual meeting of stockholders held on May
18, 1995, voting together as a single class.

     IN WITNESS WHEREOF, UAL Corporation has caused this
Certificate to be signed and attested by the Corporation's duly
authorized officer this 23rd day of May, 1995.


                              UAL CORPORATION



                              By:  /s/ Francesca M. Maher

                              Name:  Francesca M. Maher
                              Title:  Vice President - Law and
                                      Corporate Secretary



ATTEST:

By: /s/ Francesca M. Maher

Name:  Francesca M. Maher
Title:  Vice President - Law and
        Corporate Secretary