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* Hart Gregory L (Last) (First) (Middle) P.O. BOX 66100 - HDQLD (Street) CHICAGO IL 60666 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/05/2013	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 Operations	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	15,587(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) 4,738 restricted shares that vest in two installments of 2,368 on February 2, 2014 and 2,370 on February 2, 2015, (ii) 8,877 restricted shares that vest in three equal installments on February 21, 2014, February 21, 2015 and February 21, 2016 and (iii) 1,972 restricted shares that vest on February 25, 2014.

Remarks:

Exhibit List: Exhibit 24 - Authorization and Designation.

	/s/ Jennifer L. Kraft for Gregory L. Hart	12/06/2013
	** 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).
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                                                         Exhibit 24
United Continental Holdings, Inc.

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

      The undersigned, an 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 his 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 his
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 his behalf as may be necessary or desirable
to prepare, sign and file the forms contemplated by this Authorization.  The
undersigned hereby confirms any action relating to the preparation, signing and
filing of (i) and (ii) above, performed by the above mentioned individuals on
his behalf and 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 5th day of December, 2013.


                                 Signature:    /s/ Gregory L. Hart
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                                 Printed Name: Gregory L. Hart
                                               -------------------------------

                                 Position:     Senior Vice President Operations
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