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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Rainey John D
(Last) (First) (Middle)
P.O. BOX 66100- HDQLD
(Street)
CHICAGO IL 60666
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2012 		3. Issuer Name and Ticker or Trading Symbol
United Continental Holdings, Inc. [ UAL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and CFO
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 14,088(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes (i) 4,927 restricted shares that vest in two equal installments on February 25, 2013 and February 25, 2014, and (ii) 7,719 restricted shares that vest in three equal annual installments on February 2, 2013, February 2, 2014 and February 2, 2015.
/s/ Jennifer L. Kraft for John D. Rainey 04/18/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
							Exhibit 24

United Continental Holdings, Inc.

Authorization and Designation to Sign and File
Section 16 Reporting Forms and Form 144s

The undersigned, an executive officer of United
Continental Holdings, Inc., a Delaware corporation
(the "Company"), does hereby authorize and designate
Jennifer L. Kraft, Sarah Hagy, Sucheta Misra or
Brett J. Hart (the "Authorized Persons") to prepare,
sign and file on my behalf: (i) any and all Forms
3,4,5 and Form ID, including any amendments thereto,
relating to equity securities of the Company with
the Securities and Exchange Commission (the "SEC")
pursuant to the requirements of Section 16 of the
Securities Exchange Act of 1934, as amended
("Section 16"), and the rules promulgated thereunder;
and (ii) any and all Forms 144 relating to equity
securities of the Company with the SEC pursuant to
Rule 144 under the Securities Act of 1933, as
amended,in each case which may be necessary or
desirable as a result of my ownership of or
transaction in securities of the Company.  The
undersigned further hereby authorizes and designates
the Authorized Persons to do and perform
any and all acts for and on my behalf as may be
necessary or desirable to prepare, sign and file
the forms contemplated by this Authorization.
The undersigned hereby revokes any prior
Authorization and Designation to Sign and File
Section 16 Reporting Forms and Forms 144.  This
authorization, unless earlier revoked in writing,
shall be valid until the undersigned's reporting
obligations under Section 16 and Rule 144 with
respect to securities of the Company shall cease.

IN WITNESS WHEREOF, the undersigned has executed this
Authorization and Designation this 15th day of
April, 2012.

Signature:	/s/	John D. Rainey
Printed Name:		John D. Rainey
Position: 		Officer