Washington, D.C.  20549

                        SCHEDULE 13E-4/A
              (Pursuant to Section 13(e)(1) of the
                Securities Exchange Act of 1934)

                         Amendment No. 2

                         UAL CORPORATION
        (Name of the Issuer and Person Filing Statement)

                 (Title of Class of Securities)

                           902549 30 2
              (CUSIP Number of Class of Securities)

Francesca M. Maher                         Robert E. Curley
Vice President-Law and                     Mayer, Brown & Platt
  Corporate Secretary                      190 South LaSalle Street
UAL Corporation                            Chicago, Illinois  60603
1200 East Algonquin Road                   (312) 701-7306
Elk Grove Township, Illinois 60007
(708) 952-4000

    (Name, Address and Telephone Number of Persons Authorized
         Receive Notices and Communications on Behalf of
                    Person Filing Statement)

                          March 2, 1995

              (Date Tender Offer First Published, 
               Sent or Given to Security Holders)

                    Calculation of Filing Fee

Transaction Valuation*                      Amount of Filing Fee
______________________                          ____________________

    $600,000,000                                      $40,000

* Calculated as of February 2, 1995, pursuant to Rule 0-11(a)(4)
  under the Securities Act of 1933, as amended.

(x)       Check box if any part of the fee is offset as provided
          by Rule 0-11(a)(2) and identify the filing with which
          the offsetting fee was previously paid.  Identify the
          previous filing by registration statement number, or
          the Form or Schedule and the date of its filing.

Amount Previously Paid:  $206,897
Form or Registration No.:  S-4, File No. 33-57579
Filing Party:  UAL Corporation
Date Filed:  February 3, 1995

     Pursuant to the requirements of Rule 13e-4(c)(3) promulgated
under the Securities Exchange Act of 1934, as amended, and
General Instruction D to Schedule 13E-4 thereunder, UAL
Corporation ("UAL") hereby amends its Issuer Tender Offer
Statement on Schedule 13E-4 (File No. 5-7322) filed under the
Securities Exchange Act of 1934, as amended, in connection with
the registration statement on Form S-4 (File No. 33-57579) (the
"Registration Statement") regarding its exchange offer (the
"Exchange Offer") to exchange up to $600,000,000 aggregate
principal amount of debentures designated as its 6-3/8%
Convertible Subordinated Debentures due 2025 (the "Debentures")
for up to all of UAL's outstanding Series A Convertible Preferred
Stock (the "Series A Preferred Stock").  All references to
"Preliminary Prospectus" in response to the items of this
schedule mean UAL's Prospectus dated March 2, 1995.

     The Exchange offer terminated at 5 p.m., New York City time,
on Monday, April 3, 1995.  The Exchange Offer resulted in the
exchange of 5,999,900 shares of the Series A Preferred Stock for
a principal amount of $599,990,000 of the Debentures on April 11,


     After due 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.

Dated:  April 21, 1995

                                        UAL CORPORATION

                                        By /s/ Douglas A. Hacker 
                                            Douglas A. Hacker
                                            Senior Vice President-Finance