UNITED STATES				 
	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)
12/31/2000
(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 13G		PAGE 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
48,874,729.664 SHARES (REPRESENTS 12,218,682.416 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
    48,874,729.664 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

    45.7% COMMON

12. TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13G		PAGE 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
6,082,425.984 SHARES (REPRESENTS 1,520,606.496 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
6,082,425.984 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

5.7% COMMON

12. TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13G		PAGE 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
6,633,389.061 PREFERRED SHARES (6,633,389.061 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
2,653.357 SHARES (6,633,389.061 PREFERRED SHARES CONVERTIBLE
TO COMMON [RATIO - 2,500 PFD = 1 COM])
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,633,389.061 PREFERRED SHARES (6,633,389.061 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 13G		PAGE 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
5,920,671.142 PREFERRED SHARES (5,920,671.142 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
2,368.268 SHARES (5,920,671.142 PREFERRED SHARES CONVERTIBLE
TO COMMON [RATIO - 2,500 PFD = 1 COM])
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,920,671.142 PREFERRED SHARES (5,920,671.142 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 13G		PAGE 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
2,435,174.884 PREFERRED SHARES (2,435,174.884 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
974.070 PREFERRED SHARES (2,435,174.884 PREFERRED SHARES
CONVERTIBLE TO COMMON - 2,500 PFD = 1 COM)
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,435,174.884 PREFERRED SHARES (2,435,174.884 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 13G		PAGE 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
    336,167 SHARES
6.  SHARED VOTING POWER
    6,817 SHARES 
7.  SOLE DISPOSITIVE POWER
    404,498 SHARES
8.  SHARED DISPOSITIVE POWER
    891 SHARES
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    405,389 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
	
	.4% 
        
12.  TYPE OF REPORTING PERSON*

    BK

CUSIP NO. 902549500       SCHEDULE 13G		PAGE 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 13G		PAGE 4 of 5 PAGES


ITEM 4. OWNERSHIP
  
	(A)  AMOUNT BENEFICIALLY OWNED

342,984 COMMON VOTING SHARES
55,368,540.343 COMMON & COMMON EQUIVALENT DISPOSITIVE 
SHS
14,989,235.087 ESOP VOTING JUNIOR PREFERRED
		
	(B)  PERCENT OF CLASS

.4% COMMON VOTING
51.8% 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
336,167 SHARES
   		(II)	SHARED POWER TO VOTE OR TO DIRECT THE VOTE OF
14,996,052.087 SHARES (INCLUDES 14,989,235.087 
ESOP PREFERRED SHARES THAT REPRESENT 55% VOTING 
POWER OF THE CORPORATION)
  		(III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
404,498 SHARES
   		(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
55,368,540.343 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 = 51.8%

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.

                         12 FEBRUARY 2001
                    
                         STATE STREET CORPORATION
                         STATE STREET BANK AND TRUST COMPANY,    
                         TRUSTEE


					
					/s/ SUSAN C. DANIELS
					VICE PRESIDENT