Washington, DC  20549

                               FORM 8-K

                            CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

                     Date of Report:  May 31, 2000
                   (Date of earliest event reported)

                           UAL CORPORATION
          (Exact name of registrant as specified in its charter)

            Delaware                1-6033           36-2675207
- ----------------------------     ------------   -------------------
(State or other jurisdiction     (Commission     (I.R.S. Employer
     of incorporation)           File Number)   Identification No.)

1200 Algonquin Road, Elk Grove Township, Illinois       60007
- -------------------------------------------------------------
 (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (847) 700-4000

                            Not Applicable
     (Former name or former address, if changed since last report)


    UAL Corporation (the "Company") is filing herewith a
cautionary statement for purposes of the "Safe Harbor for
Forward-Looking Statements" provision of the Private
Securities Litigation Reform Act of 1995 as Exhibit 99.1.


Exhibit No.     Description
- ----------      -----------

    99.1        Cautionary Statement


        Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                UAL CORPORATION

                               By:   /s/ Francesca M. Maher
                               Name:     Francesca M. Maher
                               Title:    Senior Vice President,
                                         General Counsel and

Dated:  May 31, 2000

                                             Exhibit 99.1

                         Cautionary Statement

UAL Corporation ("UAL") and its representatives from time to time
participate in speeches and calls with market analysts, conferences
with investors and potential investors of UAL and United Air Lines,
Inc. securities, and other meetings and conferences.  Some of the
information presented in such speeches, calls, meetings and
conferences may be forward-looking and involves risks and
uncertainties that could result in actual results differing
materially from expected results.

It is not reasonably possible to itemize all of the many factors and
specific events that could affect the outlook of an airline operating
in the global economy.  Some factors that could significantly impact
expected capacity, traffic, load factors, yields, revenues, unit
revenues, expenses, costs, unit costs, fully distributed unit costs,
capital spending, cash flows, pre-tax margins, earnings, fully
distributed earnings, earnings per share, fully distributed earnings
per share, price to earnings ratios, and the results and benefits of
the pending merger between United and US Airways include, without
limitation, the airline pricing environment; industry capacity
decisions; competitors' route decisions; the inability to obtain
regulatory approvals for the United and US Airways merger; the
inability to successfully integrate the businesses of United and US
Airways; costs related to the United and US Airways merger; the
inability to achieve cost cutting synergies resulting from the United
and US Airways merger; labor integration issues; the success of the
Company's cost control efforts; the cost of crude oil and jet fuel;
the success of fuel hedging strategies; the results of union contract
negotiations and their impact on labor costs; the growth of e-commerce
and off-tariff distribution channels; the implementation of customer
service improvement strategies; actions of the U.S., foreign and local
governments; foreign currency exchange rate fluctuations; the Pacific
economic environment and travel patterns; the stability of the U.S.
economy; UAL common stock price fluctuations; inflation; the economic
environment of the airline industry and the economic environment in