SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.





                            FORM 11-K

                          ANNUAL REPORT

                Pursuant to Section 15(d) of the

                 Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 1997





        Employees' Stock Purchase Plan of UAL Corporation
        -------------------------------------------------            
                    (Full title of the Plan)


                         UAL Corporation
                         ---------------
          (Employer sponsoring the Plan, issuer of the
            participations in the Plan and issuer of
              the shares held pursuant to the Plan)


        1200 Algonquin Road, Elk Grove Township, Illinois
                        Mailing Address:
    UAL Corporation, P.O. Box 66919, Chicago, Illinois  60666
    ---------------------------------------------------------
            (Address of principal executive offices)
                                
                                



                                
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------


To UAL Corporation:

We have audited the accompanying statements of financial position
of  the  Employees' Stock Purchase Plan of UAL  Corporation  (the
"Plan")  as  of  December  31, 1997  and  1996  and  the  related
statements  of changes in participants' equity for  each  of  the
three  years  in  the  period ended  December  31,  1997.   These
financial  statements  are  the  responsibility  of  the   Plan's
administrator.  Our responsibility is to express  an  opinion  on
these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant estimates made by the Plan's administrator,  as  well
as  evaluating the overall financial statement presentation.   We
believe  that  our  audits  provide a reasonable  basis  for  our
opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  the Plan as of December 31, 1997 and 1996 and the changes  in
its  participants'  equity for each of the  three  years  in  the
period  ended  December  31, 1997, in conformity  with  generally
accepted accounting principles.




                                          /s/ Arthur Andersen LLP

                                          ARTHUR ANDERSEN LLP


Chicago, Illinois
March 26, 1998






Signature
- ---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the sponsor and issuer of the participants of the Plan, UAL
Corporation has duly caused this Annual Report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                       




                                            UAL Corporation
                                            ---------------     
                                             Administrator




Dated March 26, 1998                   By   /s/  Douglas A. Hacker

                                            Douglas A. Hacker
                                            Senior Vice President and 
                                            Chief Financial Officer




                 EMPLOYEES' STOCK PURCHASE PLAN
                       OF UAL CORPORATION

                STATEMENTS OF FINANCIAL POSITION
                --------------------------------
             (In Thousands, Except Number of Shares)

December 31 1997 1996 ---- ---- ASSETS - ------ Participants' payroll deductions receivable from UAL Corporation $ 684 $ 145 Investment in common stock of UAL Corporation, at quoted market value (1997 - 506,971 shares, cost $17,283; 1996 - 525,053 shares, cost $14,803 - Note 8). 46,895 32,914 ------ ------ $47,579 $33,059 ====== ====== LIABILITIES AND PARTICIPANTS' EQUITY - ------------------------------------ Payable to terminating and partially withdrawing participants, at quoted market value (1997 - 170 shares, cost $ 6; 1996 - 12,943 shares, cost $388 - Note 8). $ 16 $ 812 Participants' equity 47,563 32,247 ------ ------ $47,579 $33,059 ====== ====== The accompanying notes to financial statements are an integral part of these statements.
EMPLOYEES' STOCK PURCHASE PLAN OF UAL CORPORATION STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY --------------------------------------------- (In Thousands)
Year Ended December 31 1997 1996 1995 ---- ---- ---- Balance at beginning of year $32,247 $22,146 $11,089 ------ ------ ------ Increase (decrease) during year: Participants' payroll deductions 5,576 3,849 2,975 Realized gain on stock distributed to participants 3,682 1,312 1,208 Unrealized appreciation (depreciation) in value of investment 11,501 8,086 10,408 Stock and cash for fractional shares distributed or amounts payable to participants, at market value (5,443) (3,146) (3,534) ------ ------ ------ 15,316 10,101 11,057 ------ ------ ------ Balance at end of year $47,563 $32,247 $22,146 ====== ====== ====== The accompanying notes to financial statements are an integral part of these statements.
EMPLOYEES' STOCK PURCHASE PLAN OF UAL CORPORATION NOTES TO FINANCIAL STATEMENTS ----------------------------- (1) The Plan - ------------- The Employees' Stock Purchase Plan of UAL Corporation (the "Plan") is sponsored by UAL Corporation ("UAL"). UAL offers participation in the Plan to eligible employees of UAL and its subsidiaries. (2) Purchase and Distribution of Stock - --------------------------------------- Purchases are made by the Plan monthly, and the shares purchased are credited to the accounts of each participant on the basis of the ratio of the participant's contribution to total participants' contributions for the month. The cost of common stock purchased for the Plan includes all brokerage charges involved in the purchase. When shares of stock are distributed to the individual participants pursuant to the terms of the Plan, the market value of such shares is removed from the investment account of the Plan. Terminating participants receive a certificate for the full number of shares, plus cash for the fractional shares, held for their accounts. Partially withdrawing participants receive certificates for the full number of shares withdrawn. There are no forfeiture provisions under the Plan with respect to participants' contributions. (3) Investment in Common Stock of UAL - -------------------------------------- The investment in common stock of UAL is valued at the year-end published market prices as reported by the New York Stock Exchange. (4) Realized Gain on Stock Distributed to Participants - ------------------------------------------------------- Gains on stock distributed to participants are realized to the extent of the difference between the weighted average cost of shares distributed and the market value at the date of distribution. (5) Unrealized Appreciation (Depreciation) in Value of Investment - ------------------------------------------------------------------ The unrealized appreciation (depreciation) in the value of investment is the change from the prior year-end to the current year-end in the difference between the market value and the cost of the investment. The following is a summary of unrealized appreciation (depreciation):
1997 1996 1995 ---- ---- ---- (In Thousands) Balance at beginning of year $18,111 $10,025 $ (383) Increase (decrease) during year 11,501 8,086 10,408 ------ ------ ------ Balance at end of year $29,612 $18,111 $10,025 ====== ====== ====== (6) Administrative Expenses of the Plan - ---------------------------------------- All administrative expenses of the Plan are paid by UAL. (7) Federal Income Tax - ----------------------- Under existing federal income tax laws, the Plan is not subject to federal income tax. Any dividend income is taxable to the participants upon distribution and receipt. When any shares of stock or rights acquired under the Plan are sold by or for a participant, any gain or loss must be recognized by that participant. (8) Stock Split - ---------------- In April 1996, the shareholders of UAL approved a four-for-one split of the UAL's common stock in the form of a 300% dividend effective at the close of business on May 6, 1996.


                                                       Exhibit 23


            Consent of Independent Public Accountants
            -----------------------------------------                    
            
                                
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K for the
year ended December 31, 1997, into UAL Corporation's previously
filed Post-Effective Amendment No. 1 to Form S-8 (File No. 2-
67368) and Post-Effective Amendment No. 2 to Form S-8 (File No.
33-37613) for the Employees' Stock Purchase Plan of UAL
Corporation.



                                   /s/ Arthur Andersen

                                   Arthur Andersen LLP


Chicago, Illinois
March 26, 1998