UNITED STATES  PRIVATE 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
                           

UAL CORPORATION      
(NAME OF ISSUER)
COMMON  
CLASSES M, P, AND S ESOP VOTING JUNIOR PREFERRED-VOTING ONLY
(TITLE CLASS OF SECURITIES)
902549500          
(CUSIP NUMBER)
12/31/99
(DATE OF EVENT WHICH REQUIRES FILING OF THIS SCHEDULE)

CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH 
THSI SCHEDULE IS FILED:

(X)  RULE 13D-1(B)
( )  RULE 13D-1(C)
( )  RULE 13D-1(D)

*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).




CUSIP NO. 902549500 SCHEDULE 13GPAGE 2 OF 5 PAGES


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    UAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN                 
                            

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __
                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
    0 SHARES               
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
48,401,853.272 SHARES (REPRESENTS 12,100,463.318 SHARES 
CLASS-I NON VOTING ESOP CONVERTIBLE PREFERRED 
STOCK CONVERT INTO COMMON [RATIO - 1 PFD = 4 COM])
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    48,401,853.272 SHARES

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

    NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    47.0 % COMMON

12. TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13GPAGE 2A OF 5 PAGES


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    UAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN                 
                            

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __
                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
    0 SHARES               
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
3,792,143.912 SHARES (REPRESENTS 948,035.978 SHS CLASS-II 
NON-VOTING ESOP CONVERTIBLE PREFERRED STOCK 
CONVERTIBLE INTO COMMON [RATIO - 1 PFD = 4 COM])
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,792,143.912 SHARES

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

    NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.7% COMMON 

12. TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13GPAGE 2B OF 5 PAGES


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    UAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN                
                 

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __
                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
5,692,987.386 PREFERRED SHARES (5,692,987.386 SHARES CLASS P
ESOP VOTING JUNIOR PREFERRED REPRESENTS 25.4% OF 
THE VOTING POWER OF THE CORPORATION. VOTING POWER 
LIMITED TO MATTERS OTHER THAN VOTE FOR DIRECTORS
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
2,277.195 SHARES (5,692,987.386 PREFERRED SHARES CONVERTIBLE
TO COMMON [RATIO - 2,500 PFD = 1 COM])
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,692,987.386 PREFERRED SHARES (5,692,987.386 SHARES CLASS P
ESOP VOTING JUNIOR PREFERRED REPRESENTS 25.4% OF 
THE VOTING POWER OF THE CORPORATION.  VOTING POWER 
LIMITED TO MATTERS OTHER THAN VOTE FOR DIRECTORS

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

     NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

100% CLASS P ESOP VOTING JUNIOR PREFERRED
25.4% VOTING POWER  
12.  TYPE OF REPORTING PERSON*

     BK

CUSIP NO. 902549500       SCHEDULE 13GPAGE 2C OF 5 PAGES


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    UAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN                
                 

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __
                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
4,800,892.233 PREFERRED SHARES (4,800,892.233 SHARES CLASS M
ESOP VOTING JUNIOR PREFERRED REPRESENTS 20.4% 
VOTING POWER OF THE CORPORATION. VOTING POWER 
LIMITED TO MATTERS OTHER THAN VOTE FOR DIRECTORS)
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
1,920.357 SHARES (4,800,892.233 PREFERRED SHARES CONVERTIBLE
TO COMMON [RATIO - 2,500 PFD = 1 COM])
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800,892.233 PREFERRED SHARES (4,800,892.233 SHARES CLASS M
ESOP VOTING JUNIOR PREFERRED REPRESENTS 20.4% 
VOTING POWER OF THE CORPORATION.  VOTING POWER 
LIMITED TO MATTERS OTHER THAN THE VOTE FOR 
DIRECTORS) 

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

     NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

100% CLASS M ESOP VOTING JUNIOR PREFERRED
     20.4% VOTING POWER
        
12.  TYPE OF REPORTING PERSON*

     BK

CUSIP NO. 902549500       SCHEDULE 13GPAGE 2D OF 5 PAGES

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    UAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN                
                 

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __
                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
2,131,443.013 PREFERRED SHARES (2,131,443.013 SHARES CLASS S 
ESOP VOTING JUNIOR PREFERRED REPRESENT 9.2% VOTING 
POWER OF THE CORPORATION. VOTING POWER LIMITED TO 
MATTERS OTHER THAN THE VOTE FOR DIRECTORS)
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
852.577 PREFERRED SHARES (2,131,443.017 PREFERRED SHARES
CONVERTIBLE TO COMMON - 2,500 PFD = 1 COM)
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,443.017 PREFERRED SHARES (2,131,443.017 SHARES CLASS S
ESOP VOTING JUNIOR PREFERRED REPRESENTS 9.2% 
VOTING POWER OF THE CORPORATION.  VOTING POWER 
LIMITED TO MATTERS OTHER THAN THE VOTE FOR 
DIRECTORS)

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

     NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

100% CLASS S ESOP VOTING JUNIOR PREFERRED
     9.2% VOTING POWER
   
12.  TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13GPAGE 2E OF 5 PAGES


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE ACTING IN VARIOUS 
     FIDUCIARY CAPACITIES.     04-1867445

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __
                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    205,446 SHARES
6.  SHARED VOTING POWER
    0 SHARES 
7.  SOLE DISPOSITIVE POWER
    226,986 SHARES
8.  SHARED DISPOSITIVE POWER
    0 SHARES
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    226,986 SHARES

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

     NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

.2% 
        
12.  TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13GPAGE 3 OF 5 PAGES

ITEM 1.

(A)  NAME OF ISSUER
     
UAL CORPORATION      

  (B)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

     UAL CORPORATION
1200 EAST ALGONQUIN ROAD                   
ELK GROVE VILLAGE, ILLINOIS 60007                      
      

ITEM 2.

     (A)  NAME OF PERSON FILING
      
STATE STREET BANK AND TRUST COMPANY, TRUSTEE


     (B)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
          RESIDENCE

          225 FRANKLIN STREET, BOSTON, MA 02110


     (C)  CITIZENSHIP

          BOSTON, MASSACHUSETTS

(D)TITLE CLASS OF SECURITIES
COMMON
CLASS M,P, AND S ESOP VOTING JUNIOR PREFERRED     

(E)CUSIP NUMBER

902549500       

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

     (B)  _X_  BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT

CUSIP NO. 902549500       SCHEDULE 13GPAGE 4 of 5 PAGES


ITEM 4. OWNERSHIP
  
(A)  AMOUNT BENEFICIALLY OWNED

205,446 COMMON VOTING SHARES
52,420,983.184 COMMON & COMMON EQUIVALENT DISPOSITIVE 
SHS
12,625,322.636 ESOP VOTING JUNIOR PREFERRED

(B)  PERCENT OF CLASS

.2% COMMON VOTING
50.7% COMMON DISPOSITIVE
55% (ESOP VOTING JUNIOR PREFERRED-VOTING ONLY)    
             
(C)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
    
(I)SOLE POWER TO VOTE OR TO DIRECT THE VOTE OF
205,446 SHARES
   (II)SHARED POWER TO VOTE OR TO DIRECT THE VOTE OF
12,625,322.636 SHARES (REPRESENTS 55% VOTING POWER
OF THE CORPORATION)
  (III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
226,986 SHARES
   (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
52,199,047 SHARES

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

          NOT APPLICABLE

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
          PERSON.

          UAL CORPORATION ESOP = 50.7%

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT    
               HOLDING COMPANY

          NOT APPLICABLE

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

          NOT APPLICABLE

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

          NOT APPLICABLE

PAGE 5 OF 5 PAGES

ITEM 10.  CERTIFICATION

          THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE
          STATEMENT IS FILED PURSUANT TO RULE 13D-1(B):

          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.

     THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND
TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY
THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY
DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN
PURSUANT TO RULE 13D-4.

                         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.

                         10 FEBRUARY 2000
                    
                         STATE STREET BOSTON CORPORATION
                         STATE STREET BANK AND TRUST COMPANY,    
                         TRUSTEE



/s/ JUDITH A. DORIAN
VICE PRESIDENT