UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                            FORM 10-Q/A

                          Amendment No. 1
                                 
            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

 For Quarter Ended March 31, 1995,  Commission File Number 1-6033

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

                 Delaware                    36-2675207
       (State or other jurisdiction of    (I.R.S. Employer
        incorporation or organization)    Identification No.)

   1200 East Algonquin Road, Elk Grove Township, Illinois  60007
   Mailing Address:  P. O. Box 66919, Chicago, Illinois  60666
      (Address of principal executive offices)     (Zip Code)

 Registrant's telephone number, including area code (708) 952-4000


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      Yes    X            No


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                        Outstanding at
               Class                    July 31, 1995

   Common Stock ($0.01 par value)        12,624,019



                              Part II
                         Other Information

Item 6.  Exhibits and Reports on Form 8-K.

    (a) * Exhibit 4.1 - Indenture dated as of April 3, 1995
          between UAL Corporation ("UAL") and The Bank of New
          York, as Trustee.
        
        * Exhibit 4.2 - Officer's Certificate relating to UAL
          Corporation's 6-3/8% Convertible Subordinated
          Debentures due 2025.
        
        * Exhibit 4.3 - Form of UAL Corporation's 6-3/8%
          Convertible Subordinated Debenture due 2025.
        
        * Exhibit 10.1 - First Amendment to UAL Corporation
          Supplemental ESOP, dated February 22, 1995 and
          effective as of July 12, 1994.
        
        * Exhibit 10.2 - Letter Agreement Amendment No. 6-1162-
          MMF-077 dated April 3, 1995 to the Agreement dated
          December 18, 1990 between The Boeing Company and United
          Air Lines, Inc. ("United") (and United Worldwide
          Corporation) for acquisition of 777-200 aircraft (as
          previously amended and supplemented, the "777-200
          Purchase Agreement" (filed as Exhibit 10.7 to UAL's
          annual report on Form 10-K for the year ended December
          31, 1990, and supplements thereto filed as (i) Exhibits
          10.1, 10.2 and 10.22 to UAL's quarterly report on Form
          10-Q for the quarter ended June 30, 1993, (ii) Exhibit
          10.2 to UAL's annual report on Form 10-K for the year
          ended December 31, 1993, (iii) Exhibit 10.14 to UAL's
          quarterly report on Form 10-Q for the quarter ended
          June 30, 1994, and (iv) Exhibits 10.27 and 10.28 to
          UAL's annual report on Form 10-K for the year ended
          December 31, 1994)).  (Exhibit 10.2 hereto is filed
          with a request for confidential treatment of certain
          portions.)
        
          Exhibit 10.3 - Letter Agreement Amendment No. 6-1162-
          RCN-837 dated February 17, 1995 to the 777-200 Purchase
          Agreement.  (Exhibit 10.3 hereto is filed with a
          request for confidential treatment of certain
          portions.)
        
        * Exhibit 10.4 - Supplemental Agreement No. 6 dated as of
          April 13, 1995 to the Agreement dated December 18, 1990
          between The Boeing Company and United (and United
          Worldwide Corporation) for acquisition of 747-400
          aircraft (as previously amended and supplemented, the
          "747-400 Purchase Agreement" (filed as Exhibit 10.8 to
          UAL's annual report on Form 10-K for the year ended
          December 31, 1990, and supplements thereto filed as (i)
          Exhibits 10.4 and 10.5 to UAL's annual report on Form
          10-K for the year ended December 31, 1991, (ii)
          Exhibits 10.3, 10.4, 10.5, 10.6 and 10.22 to UAL's
          quarterly report on Form 10-Q for the quarter ended
          June 30, 1993, (iii) Exhibit 10.3 to UAL's annual
          report on Form 10-K for the year ended December 31,
          1993, (iv) Exhibit 10.14 to UAL's quarterly report on
          Form 10-Q for the quarter ended June 30, 1994, and (v)
          Exhibits 10.29 and 10.30 to UAL's annual report on Form
          10-K for the year ended December 31, 1994)).  (Exhibit
          10.4 hereto is filed with a request for confidential
          treatment of certain portions.)
        
          Exhibit 10.5 - Letter Agreement Amendment 6-1162-DLJ-
          891R2 dated April 13, 1995 to the 747-400 Purchase
          Agreement.  (Exhibit 10.5 hereto is filed with a
          request for confidential treatment of certain
          portions.)
        
          Exhibit 10.6 - Letter Agreement Amendment 6-1162-MMF-
          084 dated April 13, 1995 to the 747-400 Purchase
          Agreement.  (Exhibit 10.6 hereto is filed with a
          request for confidential treatment of certain
          portions.)
        
        * Exhibit 10.7 - Letter Agreement Amendment 6-1162-RCN-
          870 dated April 13, 1995 to the 747-400 Purchase
          Agreement.  (Exhibit 10.7 hereto is filed with a
          request for confidential treatment of certain
          portions.)
        
        * Exhibit 10.8 - Change Order No. 1 dated April 13,
          1995 to the 747-400 Purchase Agreement.  (Exhibit
          10.8 hereto is filed with a request for confidential
          treatment of certain portions.)
        
        * Exhibit 10.9 - Supplemental Agreement No. 5 dated as
          of April 13, 1995 to the Agreement dated April 26,
          1989 between The Boeing Company and United for
          acquisition of 757-200 and 737 aircraft (as relates
          solely to the 757-200 aircraft and as previously
          amended and supplemented, the "757-200 Purchase
          Agreement" (filed as Exhibit 10(K) to UAL's Form 10-
          K for the year ended December 31, 1989, and
          supplements thereto filed as (i) Exhibits 10.14,
          10.15, 10.16, 10.17, 10.18, 10.19, and 10.22 to
          UAL's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1993, and (ii) Exhibit 10.14 to UAL's
          quarterly report on Form 10-Q for the quarter ended
          June 30, 1994)).  (Exhibit 10.9 hereto is filed with
          a request for confidential treatment of certain
          portions.)
        
        * Exhibit 10.10 - Supplemental Agreement No. 11 dated
          as of April 13, 1995 to the Agreement dated March 1,
          1990 between The Boeing Company and United for
          acquisition of 767-300ER aircraft (as previously
          amended and supplemented, the "767-300ER Purchase
          Agreement" (filed as Exhibit 10(L) to UAL's Form 10-
          K for the year ended December 31, 1989, and
          supplements thereto filed as (i) Exhibits 10.7,
          10.8, 10.9, 10.10, 10.11, 10.12, 10.13 and 10.22 to
          UAL's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1993, and (ii) Exhibit 10.14 to UAL's
          quarterly report on Form 10-Q for the quarter ended
          June 30, 1994)).  (Exhibit 10.10 hereto is filed
          with a request for confidential treatment of certain
          portions.)
        
          Exhibit 10.11 - Letter Agreement Amendment 6-1162-
          DLJ-472R2 dated April 13, 1995 to the 767-300ER
          Purchase Agreement.  (Exhibit 10.11 hereto is filed
          with a request for confidential treatment of certain
          portions.)
        
        * Exhibit 10.12 - Agreement dated as of March 24, 1995
          between United, UAL and James M. Guyette.
        
        * Exhibit 11 - Calculation of fully diluted
          net earnings per share.

        * Exhibit 12.1 - Computation of Ratio of
          Earnings to Fixed Charges.
        
        * Exhibit 12.2 - Computation of Ratio of Earnings to
          Fixed Charges and Preferred Stock Dividend
          Requirements.
        
        * Exhibit 27 - Financial Data Schedule.

     ________________________
     *  Previously Filed.


SIGNATURES


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


                                   UAL CORPORATION



                                   By:  /s/ Douglas A. Hacker

                                        Douglas A. Hacker
                                        Senior Vice President-Finance
                                        (Principal Financial and
                                        Accounting Officer)




Dated:  August 31, 1995


                           Exhibit Index


Exhibit No.          Description

*    4.1  Indenture dated as of April 3, 1995 between UAL
          Corporation ("UAL") and The Bank of New York, as
          Trustee.

*    4.2  Officer's Certificate relating to UAL
          Corporation's 6-3/8% Convertible Subordinated
          Debentures due 2025.

*    4.3  Form of UAL Corporation's 6-3/8% Convertible
          Subordinated Debenture due 2025.

*   10.1  First Amendment to UAL Corporation Supplemental
          ESOP, dated February 22, 1995 and effective as of
          July 12, 1994.

*   10.2  Letter Agreement Amendment No. 6-1162-MMF-077 dated
          April 3, 1995 to the Agreement dated December 18, 1990
          between The Boeing Company and United Air Lines, Inc.
          ("United") (and United Worldwide Corporation) for
          acquisition of 777-200 aircraft (as previously amended
          and supplemented, the "777-200 Purchase Agreement"
          (filed as Exhibit 10.7 to UAL's annual report on Form 10-
          K for the year ended December 31, 1990, and supplements
          thereto filed as (i) Exhibits 10.1, 10.2 and 10.22 to
          UAL's quarterly report on Form 10-Q for the quarter
          ended June 30, 1993, (ii) Exhibit 10.2 to UAL's annual
          report on Form 10-K for the year ended December 31,
          1993, (iii) Exhibit 10.14 to UAL's quarterly report on
          Form 10-Q for the quarter ended June 30, 1994, and (iv)
          Exhibits 10.27 and 10.28 to UAL's annual report on Form
          10-K for the year ended December 31, 1994)).  (Exhibit
          10.2 hereto is filed with a request for confidential
          treatment of certain portions.)

    10.3  Letter Agreement Amendment No. 6-1162-RCN-837 dated
          February 17, 1995 to the 777-200 Purchase Agreement.
          (Exhibit 10.3 hereto is filed with a request for
          confidential treatment of certain portions.)

*   10.4  Supplemental Agreement No. 6 dated as of April 13,
          1995 to the Agreement dated December 18, 1990 between
          The Boeing Company and United (and United Worldwide
          Corporation) for acquisition of 747-400 aircraft (as
          previously amended and supplemented, the "747-400
          Purchase Agreement" (filed as Exhibit 10.8 to UAL's
          annual report on Form 10-K for the year ended December
          31, 1990, and supplements thereto filed as (i) Exhibits
          10.4 and 10.5 to UAL's annual report on Form 10-K for
          the year ended December 31, 1991, (ii) Exhibits 10.3,
          10.4, 10.5, 10.6 and 10.22 to UAL's quarterly report on
          Form 10-Q for the quarter ended June 30, 1993, (iii)
          Exhibit 10.3 to UAL's annual report on Form 10-K for the
          year ended December 31, 1993, (iv) Exhibit 10.14 to
          UAL's quarterly report on Form 10-Q for the quarter
          ended June 30, 1994, and (v) Exhibits 10.29 and 10.30 to
          UAL's annual report on Form 10-K for the year ended
          December 31, 1994)).  (Exhibit 10.4 hereto is filed with
          a request for confidential treatment of certain
          portions.)

    10.5  Letter Agreement Amendment 6-1162-DLJ-891R2 dated
          April 13, 1995 to the 747-400 Purchase Agreement.
          (Exhibit 10.5 hereto is filed with a request for
          confidential treatment of certain portions.)

    10.6  Letter Agreement Amendment 6-1162-MMF-084 dated
          April 13, 1995 to the 747-400 Purchase Agreement.
          (Exhibit 10.6 hereto is filed with a request for
          confidential treatment of certain portions.)

*   10.7  Letter Agreement Amendment 6-1162-RCN-870 dated
          April 13, 1995 to the 747-400 Purchase Agreement.
          (Exhibit 10.7 hereto is filed with a request for
          confidential treatment of certain portions.)

*   10.8  Change Order No. 1 dated April 13, 1995 to the 747-
          400 Purchase Agreement.  (Exhibit 10.8 hereto is filed
          with a request for confidential treatment of certain
          portions.)

*   10.9  Supplemental Agreement No. 5 dated as of April 13,
          1995 to the Agreement dated April 26, 1989 between The
          Boeing Company and United for acquisition of 757-200 and
          737 aircraft (as relates solely to the 757-200 aircraft
          and as previously amended and supplemented, the "757-200
          Purchase Agreement" (filed as Exhibit 10(K) to UAL's
          Form 10-K for the year ended December 31, 1989, and
          supplements thereto filed as (i) Exhibits 10.14, 10.15,
          10.16, 10.17, 10.18, 10.19, and 10.22 to UAL's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 1993,
          and (ii) Exhibit 10.14 to UAL's quarterly report on Form
          10-Q for the quarter ended June 30, 1994)).  (Exhibit
          10.9 hereto is filed with a request for confidential
          treatment of certain portions.)

*  10.10  Supplemental Agreement No. 11 dated as of
          April 13, 1995 to the Agreement dated March 1, 1990
          between The Boeing Company and United for acquisition of
          767-300ER aircraft (as previously amended and
          supplemented, the "767-300ER Purchase Agreement" (filed
          as Exhibit 10(L) to UAL's Form 10-K for the year ended
          December 31, 1989, and supplements thereto filed as (i)
          Exhibits 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13
          and 10.22 to UAL's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1993, and (ii) Exhibit 10.14 to
          UAL's quarterly report on Form 10-Q for the quarter
          ended June 30, 1994)).  (Exhibit 10.10 hereto is filed
          with a request for confidential treatment of certain
          portions.)

   10.11  Letter Agreement Amendment 6-1162-DLJ-472R2
          dated April 13, 1995 to the 767-300ER Purchase
          Agreement.  (Exhibit 10.11 hereto is filed with a
          request for confidential treatment of certain portions.)

*  10.12  Agreement dated as of March 24, 1995
          between United, UAL and James M. Guyette.

*     11  Calculation of fully diluted net earnings per
          share.

*   12.1  Computation of Ratio of Earnings to Fixed
          Charges.

*   12.2  Computation of Ratio of Earnings to Fixed
          Charges and Preferred Stock Dividend Requirements.

*     27  Financial Data Schedule.

__________________________
*    Previously Filed.