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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
                               
                            AMENDMENT NO. 1 TO     
                                 SCHEDULE 13E-3
                        RULE 13E-3 TRANSACTION STATEMENT
           (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT
                       OF 1934 AND RULE 13E-3 THEREUNDER)
 
                                UAL CORPORATION
                                (Name of Issuer)

                   UAL CORPORATION AND UNITED AIR LINES, INC.
                       (Name of Persons Filing Statement)
 
                  COMMON STOCK, PAR VALUE $5 PER SHARE, OF UAL
                         (Title of Class of Securities)
 
                                 902549 5 10 4
                    (CUSIP Numbers of Classes of Securities)
 
                            LAWRENCE M. NAGIN, ESQ.
                                UAL CORPORATION
                                 P.O. BOX 66100
                            CHICAGO, ILLINOIS 60666
                                 (708) 952-4000
 
          (Name, Address and Telephone Number of Person Authorized to
   Receive Notices and Communications on Behalf of Persons Filing Statement)
 
                                   Copies to:
                            PETER ALLAN ATKINS, ESQ.
                            THOMAS H. KENNEDY, ESQ.
                             ERIC L. COCHRAN, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
 
This statement is filed in connection with (check the appropriate box):

a.  x  The filing of solicitation materials or an information statement subject
   ---
       to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
       Exchange Act of 1934.
b.  x  The filing of a registration statement under the Securities Act of 1933.
   ---
c.     A tender offer.
   ---
d.     None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies.  x
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                                  INTRODUCTION
   
  This Amendment No. 1 to Schedule 13E-3 relates to a recapitalization (the
"Recapitalization") of UAL Corporation, a Delaware corporation (the "Company"
or "UAL") pursuant to the Agreement and Plan of Recapitalization dated as of
March 25, 1994 (the "Plan of Recapitalization") among UAL, the Air Line Pilots
Association, International ("ALPA") and the International Association of
Machinists and Aerospace Workers (the "IAM"). Under the Plan of
Recapitalization, each share of Common Stock, par value $5 per share, of the
Company (the "Old Shares") that is outstanding at the Effective Time (as
defined in the Plan of Recapitalization) will be converted into, and become a
right to receive (a) $25.80 in cash, (b) $15.55 principal amount of Series A
Debentures due 2004 of United Air Lines, Inc., a Delaware corporation and a
wholly-owned subsidiary of UAL ("United") (the "Series A Debentures"), (c)
$15.55 principal amount of Series B Debentures due 2014 of United (the "Series
B Debentures" and, together with the Series A Debentures, the "Debentures"),
(d) $31.10 liquidation value of Series B Preferred Stock, without par value, of
the Company (the "Public Preferred Stock") and (e) one half (0.5) of a share of
new Common Stock, par value $0.01 per share, of the Company (the "New Shares")
(collectively, the "Recapitalization Consideration"). In addition, the Plan of
Recapitalization provides for (1) certain amendments to the Company's
Certificate of Incorporation and Bylaws that will, among other things,
effectuate the Recapitalization and put into place the revised corporate
governance structure contemplated by the Plan of Recapitalization and (2) the
issuance of new classes of preferred stock that will (a) transfer approximately
53% (which, under certain circumstances may be increased, up to a maximum of
approximately 63%) of the common equity and voting power of the Company to
employee stock ownership plans to be established for the benefit of certain
groups of employees and (b) effectuate the corporate governance structure
referred to above by permitting different constituent groups to elect members
of the Company's Board of Directors.     
 
  The Plan of Recapitalization further provides for certain amendments to the
existing ALPA collective bargaining agreement and IAM collective bargaining
agreements and the creation of a salaried and management employees cost
reduction program, all of which will become effective at the Effective Time and
are estimated to provide United with $8.2 billion in improved operating
earnings over a twelve year period with a net present value of approximately
$4.9 billion. Furthermore, certain employee benefit plans maintained by the
Company and United will be amended to permit employees to acquire substantial
amounts of the New Shares, Public Preferred Stock and the Debentures.
 
  The Plan of Recapitalization is incorporated by reference as Exhibit 2.1 to
the Registration Statement on Form S-4 filed by UAL and United with the
Securities and Exchange Commission (the "Commission") on the date hereof from
Exhibit 10.1 to UAL's Form 8-K dated March 28, 1994.
 
  This Schedule 13E-3 is being filed jointly by UAL and United. By filing this
Schedule 13E-3, neither UAL nor United concedes that Rule 13e-3 under the
Securities Exchange Act of 1934 (the "Act of 1934") is applicable to the
Recapitalization or any other transactions contemplated by the Plan of
Recapitalization.
   
  The information set forth in the Registration Statement and Amendment No. 1
to the Registration Statement, filed by UAL and United with the Commission on
the date hereof, including the Plan of Recapitalization and other exhibits, is
incorporated in its entirety herein by reference. The following is a summary
cross-reference sheet pursuant to General Instruction F of Schedule 13E-3,
showing the location in the Proxy Statement/Joint Prospectus that is a part of
the Registration Statement and the Plan of Recapitalization of information
required by Schedule 13E-3. To the extent the requirements of Schedule 13E-3
are met by the Plan of Recapitalization, no attempt is made in the following
cross-reference sheet to distinguish more limited requirements of the
corresponding Form S-4 items which are also referenced.     
 
                                       1

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<TABLE>
<CAPTION>
  SCHEDULE                              CAPTION OR LOCATION IN THE PROXY
 13E-3 ITEM                                STATEMENT/JOINT PROSPECTUS
 ----------                             --------------------------------
 <C>        <C>                      <S>                                     <C>
 Item 1:    Issuer and Class of Security Subject to the Transaction.
            (a)                      Cover Page; SUMMARY OF PROXY
                                      STATEMENT/JOINT PROSPECTUS--The
                                      Company and United
            (b)                      Cover Page; SUMMARY OF PROXY
                                      STATEMENT/JOINT PROSPECTUS--Purpose
                                      of the Meeting; INTRODUCTION--Voting
                                      Rights and Proxy Information
            (c)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--Market Prices of the Old
                                      Shares; Dividends; MARKET PRICES OF
                                      THE SHARES; DIVIDENDS
            (d)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--Market Prices of the Old
                                      Shares; Dividends; MARKET PRICES OF
                                      THE SHARES; DIVIDENDS
            (e)                      Not applicable.
            (f)                      Not applicable.
 Item 2:    Identity and Background. SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--The Company and United
                                      The persons filing this schedule are
                                      the issuer (UAL) and its wholly-
                                      owned subsidiary (United).
            (a)-(d)                  Not applicable.
            (e)-(f)                  None.
            (g)                      Not applicable.
 Item 3:    Past Contacts, Transactions or Negotiations.
            (a)                      Not applicable.
            (b)                      Not applicable.
 Item 4:    Terms of the
            Transaction.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--The Plan of
                                      Recapitalization; THE PLAN OF
                                      RECAPITALIZATION; ELECTION OF
                                      DIRECTORS; DESCRIPTION OF SECURITIES
            (b)                      Not applicable.
</TABLE>

 
 
                                       2

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<TABLE>
<CAPTION>
  SCHEDULE                                  CAPTION OR LOCATION IN THE PROXY
 13E-3 ITEM                                    STATEMENT/JOINT PROSPECTUS
 ----------                                 --------------------------------
 <C>        <C>                      <S>
 Item 5:    Plans or Proposals of the Issuer or Affiliate
            (a)                      Not applicable.
            (b)                      Not applicable.
            (c)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization; SPECIAL
                                      FACTORS--Management Arrangements; THE PLAN
                                      OF RECAPITALIZATION--Revised Governance
                                      Structure; --Terms and Conditions
            (d)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization; THE PLAN OF
                                      RECAPITALIZATION--Terms and Conditions;
                                      UNAUDITED PRO FORMA FINANCIAL INFORMATION;
                                      CAPITALIZATION
            (e)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization; SPECIAL
                                      FACTORS--Implementation of the "Airline-
                                      Within-an-Airline" (U2)
            (f)                      Not applicable.
            (g)                      Not applicable.
 Item 6:    Source and Amounts of Funds or Other Consideration.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization; THE PLAN OF
                                      RECAPITALIZATION--Terms and Conditions
            (b)                      FEES AND EXPENSES
            (c)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization; DESCRIPTION OF
                                      THE SECURITIES--The Debentures;--The ESOP
                                      Preferred Stock
            (d)                      Not applicable.
 Item 7:    Purpose(s), Alternatives, Reasons and Effects.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      Background of the Recapitalization;
                                      BACKGROUND OF THE PLAN OF RECAPITALIZATION;
                                      SPECIAL FACTORS--Purpose and Structure of
                                      the Recapitalization
            (b)                      BACKGROUND OF THE PLAN OF RECAPITALIZATION
            (c)                      SPECIAL FACTORS--Purpose and Structure of the
                                      Recapitalization
</TABLE>

 
 
                                       3

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<TABLE>
<CAPTION>
  SCHEDULE                                  CAPTION OR LOCATION IN THE PROXY
 13E-3 ITEM                                    STATEMENT/JOINT PROSPECTUS
 ----------                                 --------------------------------
 <C>        <C>                      <S>
            (d)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization; BACKGROUND OF
                                      THE PLAN OF RECAPITALIZATION; SPECIAL
                                      FACTORS--Certain Company Analyses; --Certain
                                      Revenue and Earnings Scenarios; --Effect of
                                      the Recapitalization on Income Statement,
                                      Book Equity and Cash Flow;--Implementation of
                                      the "Airline-Within-an-Airline" (U2); --Unit
                                      Costs; CERTAIN FEDERAL INCOME TAX
                                      CONSEQUENCES
 Item 8:    Fairness of the Transaction.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization--Recommendation
                                      of the Board; BACKGROUND OF THE PLAN OF
                                      RECAPITALIZATION; SPECIAL FACTORS--
                                      Recommendation of the Board
            (b)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization--Recommendation
                                      of the Board; SPECIAL FACTORS--Recommendation
                                      of the Board
            (c)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      Vote Required; INTRODUCTION--Voting Rights
                                      and Proxy Information
            (d)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization--Opinions of
                                      Financial Advisors to the Board; SPECIAL
                                      FACTORS--Opinions of the Financial Advisors
                                      to the Board
            (e)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization--Recommendation
                                      of the Board; SPECIAL FACTORS--Recommendation
                                      of the Board
            (f)                      Not applicable
 Item 9:    Reports, Opinions, Appraisals and Certain Negotiations.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization--Opinions of the
                                      Financial Advisors to the Board; BACKGROUND
                                      OF THE PLAN OF RECAPITALIZATION; SPECIAL
                                      FACTORS--Opinions of the Financial Advisors
                                      to the Board; EXPERTS
            (b)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                      The Plan of Recapitalization--Opinions of the
                                      Financial Advisors to the Board; BACKGROUND
                                      OF THE PLAN OF RECAPITALIZATION; SPECIAL
                                      FACTORS--Opinions of the Financial Advisors
                                      to the Board; EXPERTS
            (c)                      INCORPORATION OF CERTAIN DOCUMENTS BY
                                      REFERENCE; Opinions of CS First Boston
                                      Corporation and Lazard Freres & Co. are
                                      attached to the Proxy Statement/Joint
                                      Prospectus as Annexes I and II, respectively
</TABLE>

 
                                       4

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<TABLE>
<CAPTION>
  SCHEDULE                            CAPTION OR LOCATION IN THE PROXY
 13E-3 ITEM                              STATEMENT/JOINT PROSPECTUS
 ----------                           --------------------------------
 <C>        <C>                      <S>
 Item 10:   Interest in Securities of the Issuer.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--Vote Required
            (b)                      Not applicable.
 Item 11:   Contracts, Arrangements or Understandings with Respect to
            the Issuer's Securities.
                                     SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--The Plan of
                                      Recapitalization; THE PLAN OF
                                      RECAPITALIZATION--Terms and
                                      Conditions;--Establishment of
                                      ESOPs;--Revised Governance
                                      Structure; DESCRIPTION OF
                                      SECURITIES
 Item 12:   Present Intention and Recommendation of Certain Persons with
            Regard to the Transaction.
            (a)                      None.
            (b)                      Not applicable.
 Item 13:   Other Provisions of the Transaction.
            (a)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--The Plan of
                                      Recapitalization--No Appraisal
                                      Rights; INTRODUCTION
            (b)                      Not applicable.
            (c)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--The Plan of
                                      Recapitalization--Conditions to
                                      the Recapitalization; THE PLAN OF
                                      RECAPITALIZATION--Terms and
                                      Conditions--Conditions
 Item 14:   Financial Information.
            (a)                      INCORPORATION OF CERTAIN DOCUMENTS
                                      BY REFERENCE; SUMMARY OF PROXY
                                      STATEMENT/JOINT PROSPECTUS--
                                      Selected Consolidated Historical
                                      and Pro Forma Operating
                                      Information; SELECTED
                                      CONSOLIDATED FINANCIAL AND
                                      OPERATING INFORMATION
            (b)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--Selected Consolidated
                                      Historical and Pro Forma
                                      Operating Information; UNAUDITED
                                      PRO FORMA FINANCIAL INFORMATION
 Item 15:   Persons or Assets Employed, Retained or Utilized.
            (a)                      COVER PAGE; SUMMARY OF PROXY
                                      STATEMENT/JOINT PROSPECTUS--The
                                      Plan of Recapitalization--
                                      Opinions of the Financial
                                      Advisors to the Board; SPECIAL
                                      FACTORS--Opinions of the
                                      Financial Advisors to the Board;
                                      THE PLAN OF RECAPITALIZATION--
                                      Terms and Conditions; FEE AND
                                      EXPENSES
</TABLE>

 
                                       5

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<TABLE>
<CAPTION>
  SCHEDULE                              CAPTION OR LOCATION IN THE PROXY
 13E-3 ITEM                                STATEMENT/JOINT PROSPECTUS
 ----------                             --------------------------------
 <C>        <C>                      <S>
            (b)                      SUMMARY OF PROXY STATEMENT/JOINT
                                      PROSPECTUS--The Plan of
                                      Recapitalization; SPECIAL FACTORS--
                                      Opinions of the Financial Advisors to
                                      the Board; --Opinion of Valuation
                                      Firm; INDEPENDENT PUBLIC ACCOUNTANTS;
                                      EXPERTS; LEGAL OPINION; PROXY
                                      SOLICITATION
  Item 16:  Additional Information   None.
  Item 17:  Material to be Filed as Exhibits
 
 
            (a)(1)                   Indenture dated as of July 1, 1991
                                      between United and The Bank of New
                                      York providing for the issuance of
                                      Senior Debt Securities in series
                                      (filed as Exhibit 4(a) of United's
                                      Registration Statement on Form S-3
                                      (No. 33-57192) and incorporated
                                      herein by reference).
            (a)(2)                   Form of Officer's Certificate relating
                                      to United's Series A Debentures due
                                      2004 and United's Series B Debentures
                                      due 2014 (filed as Schedule 1.3 to
                                      Exhibit 10.1 of UAL's Form
                                      8-K dated March 28, 1994 and
                                      incorporated herein by reference).
    
            +(b)(1)                  Presentation to the UAL Corporation
                                      Board of Directors by CS First Boston
                                      Corporation and Lazard Freres & Co.
                                      dated December 16, 1993.         
    
            +(b)(2)                  Presentation to the UAL Corporation
                                      Board of Directors by CS First Boston
                                      Corporation and Lazard Freres & Co.
                                      dated December 22, 1993.         
    
            +(b)(3)                  Presentation to the UAL Corporation
                                      Board of Directors by CS First Boston
                                      Corporation and Lazard Freres & Co.
                                      dated March 14, 1994.            
            (c)(1)                   Same as item filed as Exhibit (a)(1).
            (c)(2)                   Same as Item filed as Exhibit (a)(2).
            (c)(3)                   Proposed Restated Certificate of
                                      Incorporation of UAL Corporation
                                      (filed as Schedule 1.1 to Exhibit
                                      10.1 of UAL's Form 8-K dated March
                                      28, 1994 and incorporated herein by
                                      reference).
    
            (d)(1)                   Chairman's Letter to Stockholders,
                                      Notice of Meeting of Stockholders and
                                      the Proxy Statement/Joint Prospectus
                                      (filed as a part of UAL's and
                                      United's Registration Statement on
                                      Form S-4 on the date hereof and
                                      incorporated herein by reference).     
            (e)                      Not applicable.
            (f)                      Not applicable.
</TABLE>

   
+Previously filed.     
 
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                                   SIGNATURE
 
  After due inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
                                          UAL Corporation
 
                                                     /s/ John C. Pope
                                          By: _________________________________
                                                       John C. Pope
                                                  Director, President and
                                                  Chief Operating Officer
   
Date: April 20, 1994     
 
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                                   SIGNATURE
 
  After due inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
                                          United Air Lines, Inc.
 
                                                     /s/ John C. Pope
                                          By: _________________________________
                                                        John C. Pope
                                                   Director, Chairman and
                                                   Chief Executive Officer
   
Date: April 20, 1994     
 
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