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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                        SCHEDULE 13G

          Under the Securities Exchange Act of 1934
                      (Amendment No. )*

                            UAL Corporation 
                      (Name of Issuer)

                           Common
               (Title of Class of Securities)

                                902549500
                         (CUSIP Number)


     Check the following box if a fee is being paid with this statement X

     (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).    
               
                     (Continued on following page(s))

                          Page 1 of 10 Pages
     
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______________________________________________________________
                         
                             13G

CUSIP NO.902549500                  PAGE 2 OF 10 PAGES

______________________________________________________________
1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    OPPENHEIMER GROUP, INC.
    I.R.S. NO. 13-3331657
______________________________________________________________
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) 
                                             (b)  X
______________________________________________________________
3   SEC USE ONLY

______________________________________________________________
4   CITIZENSHIP OR PLACE OF ORGANIZATION

    DELAWARE
______________________________________________________________
NUMBER OF   5   SOLE VOTING POWER
                
SHARE           0
               _______________________________________________
BENEFICIALLY6   SHARED VOTING POWER

OWNED BY        819,846      
_______________________________________________
EACH        7   SOLE DISPOSITIVE POWER

REPORTING       0
               _______________________________________________
PERSON      8   SHARED DISPOSITIVE POWER

WITH             819,846
______________________________________________________________
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON
                 819,846
______________________________________________________________
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES 

______________________________________________________________
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    6.47%
______________________________________________________________
12  TYPE OF REPORTING PERSON

    HC
______________________________________________________________
PAGE

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______________________________________________________________
                         
                             13G

CUSIP NO. 902549500                PAGE 3 OF 10 PAGES

______________________________________________________________
1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    OPPENHEIMER CAPITAL
    I.R.S. NO. 13-3413767
_____________________________________________________________
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) 
                                             (b)  X
______________________________________________________________
3   SEC USE ONLY

______________________________________________________________
4   CITIZENSHIP OR PLACE OF ORGANIZATION

    DELAWARE
______________________________________________________________
NUMBER OF   5   SOLE VOTING POWER
                
SHARE           0
               _______________________________________________
BENEFICIALLY6   SHARED VOTING POWER

OWNED BY        818,125
            _______________________________________________
EACH        7   SOLE DISPOSITIVE POWER

REPORTING       0
               _______________________________________________
PERSON      8   SHARED DISPOSITIVE POWER

WITH              818,125
______________________________________________________________
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON
                  818,125
______________________________________________________________
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES 

______________________________________________________________
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    6.46%
______________________________________________________________
12  TYPE OF REPORTING PERSON

    IA
______________________________________________________________

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                                     Page 4 of 10 Pages
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                        Schedule 13G
          Under the Securities Exchange Act of 1934

Check the following box if a fee is being paid with this Statement X


Item 1(b)   Name of Issuer:  UAL Corporation


Item 1(b)Address of Issuer's Principal Executive Offices:

        1200 E. Algonquin Road, Elk Grove Township, IL 60007

Item 2(a)   Name of Person Filing:

            Oppenheimer Group, Inc.

Item 2(b)   Address of Principal Business Office:

            Oppenheimer Tower, World Financial Center
            New York, New York 10281

Item 2(c)   Citizenship:

            Inapplicable

Item 2(d)      Title of Class of Securities:

            Common 

Item 2(e)   CUSIP Number:902549500

                         
Item 3(g)____X____Parent Holding Company, in accordance with 
                    Section 240.13d - 1(b)(1)(ii)(G)  
                    See Exhibit I hereto

Item 4(a)   Amount Beneficially Owned:

                Oppenheimer Group, Inc.      - 819,846 *

Item 4(b)   Percent of Class:

                Oppenheimer Group, Inc.      - 6.47%   * 
 
*  Includes amount beneficially owned by Oppenheimer Capital as disclosed
on Page 3 hereof.

PAGE

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                                         Page 5 of 10 Pages
Item 4(c)(i)Sole Power to Vote or to direct the vote -
                Oppenheimer Group, Inc.   -            0


Item 4(c)(ii)Shared power to vote or to direct the vote - 
                Oppenheimer Group, Inc.   - 819,846    *

Item 4(c)(iii)Sole power to dispose or to direct the disposition of -
                Oppenheimer Group, Inc.   -            0

Item 4(c)(iv)Shared power to dispose or to direct the disposition of -
                Oppenheimer Group, Inc.   -819,846 *


Item 5      Ownership to Five Percent or Less of a Class:
                Inapplicable

Item 6      Ownership of More than Five Percent on Behalf of
                Another Person:

                See Exhibit A hereto

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

                See Exhibit II hereto

Item 8      Identification and Classification of Members of the Group:
                Inapplicable

Item 9      Notice of Dissolution of Group:
                Inapplicable

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 purpose or effect.

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.

Date:          February 1, 1996

Signature:      By: /s/ Robert I. Kleinberg    

Name/Title:         Robert I. Kleinberg, Vice President/Secretary 

*    Includes amount beneficially owned by Oppenheimer Capital as
     disclosed on Page 3 hereof.

PAGE

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                                   Page 6 of 10 Pages 



                     EXHIBIT A


    The Managing General Partner of Oppenheimer Capital, a registered
    investment adviser, and certain persons to whom it has delegated the
    authority, have the power on behalf of Oppenheimer Capital to direct
    the use of dividends or proceeds of sale of more than five (5%)
    percent of such securities as disclosed on Page 3 hereof. The Board
    of Directors, certain officers and other employees of Oppenheimer &
    Co., Inc., a registered broker-dealer, have the power to direct the
    use of dividends or proceeds of sale of less than five (5%) percent
    of these securities. 





MIK8-exhibit.A/2


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                                        Page 7 of 10 Pages
                        EXHIBIT I
  Oppenheimer Group, Inc. ("Group") is a holding and service company
  owning, directly or indirectly, a variety of companies engaged in the
  securities business, including the companies identified on the exhibit
  to this Schedule 13G.  86.39% of the issued and outstanding common stock
  of Group is owned by Oppenheimer & Co., L.P. ("Oppenheimer LP") a
  Delaware limited partnership formed by the management of Oppenheimer. 
  The general and limited partnership interests in Oppenheimer LP are
  owned by officers and employees of Oppenheimer & Co., Inc., an indirect
  wholly-owned subsidiary of Oppenheimer LP. 16.61% of Group's capital
  stock has been issued to certain Oppenheimer LP warrantholders upon
  presentation for exercise of warrants issued to various investors in
  Oppenheimer LP's 1986 Private Placement.

  This Schedule 13G is being filed by Group as a parent holding company
  pursuant to the provisions of Rule 13d-1(b)(2) on behalf of Oppenheimer
  LP and Group's subsidiary companies and/or certain investment advisory
  clients or discretionary accounts of such subsidiaries named herein to
  report their collective beneficial ownership of 819,846 Common Stock of
  the Issuer aggregating more than five (5%) percent of such 12,667,000
  shares outstanding. Management of the affairs of Group's subsidiaries
  and of certain investment advisory clients, including decisions
  respecting disposition and/or voting of the shares of Common Stock of
  the Issuer, resides in the respective officers and directors of such
  companies and is not directed by Group or Oppenheimer LP.
PAGE

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                                               Page 8 of 10 Pages
  Accordingly, the filing of this Schedule 13G by Group is not intended
  as, and should not be deemed, an acknowledgement of beneficial ownership
  or shared voting or dispositive power by Group, Oppenheimer LP or any
  such intermediary company of the shares of Common Stock of the Issuer
  owned by such subsidiaries or investment advisory clients, or by any
  such subsidiary of shares of Common Stock of the Issuer owned by any
  other such subsidiary, such beneficial ownership or attribution or
  shared voting or dispositive power being disclaimed.

MIK8-EXHIBITO.I95             

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                                                 Page 9 of 10 Pages



                           EXHIBIT II  

 The Parent Holding Company is filing on behalf of Oppenheimer Financial Corp.,
 Oppenheimer Equities, Inc. and Oppenheimer Holdings, Inc. which would be
 classified as Item 3(g), Oppenheimer & Co., Inc. which would be classified as
 Item 3(a), and Oppenheimer Capital which would be classified as Item 3(e).


  MIK8-EX-IIB

                                               

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                                           Page 10 of 10 Pages


                    EXHIBIT III    



  The undersigned hereby acknowledges and agrees that a report on Schedule
  13G being filed by Oppenheimer Group, Inc. on or about the date hereof,
  relating to the common stock of UAL Corporation is filed on behalf of
  the undersigned.



  DATED:  February 1, 1996



                                  OPPENHEIMER CAPITAL


                             By: /s/ Robert I. Kleinberg
                                 Robert I. Kleinberg
                                 Vice President & Secretary of
                                 Oppenheimer Financial Corp.,
                                 The Managing General Partner. 




UAL.196