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* Edwards Robert S (Last) (First) (Middle) P.O. BOX 66100 - HDQLD (Street) CHICAGO IL 60666 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2011	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) SVP and CIO	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/03/2011
			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(1)	10,936(2)	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. An inadvertent transmission error occurred in the filing of the reporting person's original Form 3. This amended Form 3 amends the original Form 3 in its entirety.

2. Includes 8,253 shares of restricted stock that will vest in three equal annual installments on February 25, 2012, 2013 and 2014, respectively.

	/s/ Sarah Hagy for Robert Edwards	05/03/2011
	** 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

The undersigned, a director and/or executive officer
of United Continental Holdings, Inc., a Delaware corporation
(the "Company"),does hereby authorize and designate
Sucheta Misra, Barbara Thomas or Sarah E. Hagy to sign and file
on my behalf any and all Forms 3,4,5 and Form ID 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").  The undersigned revokes any prior Authorization
and Designation to Sign and File Section 16 Reporting Forms.
This authorization, unless earlier revoked in writing, shall
be valid until the undersigned's reporting obligations under
Section 16 with respect to securities of the Company shall cease.

IN WITNESS WHEREOF, the undersigned has executed this
Authorization and Designation this 28th day of April, 2011.

Signature:	/s/	Robert Edwards
Printed Name:		Robert Edwards
Position: 		Senior Vice President and
			Chief Information Officer