FORM 10-Q/A
                          Amendment No. 1
                                 
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

 (Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997

                                OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

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 (847) 700-4000
  -----------------------------------------------------------------

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                    October 31, 1997
                    -----                    ----------------

       Common Stock ($0.01 par value)            58,782,762



                    PART II.  OTHER INFORMATION
                    ---------------------------

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

     (a) Exhibits
     
         A list of exhibits included as part of this Form 10-Q is
         set forth in an Exhibit Index which immediately precedes
         such exhibits.

                                                                 
SIGNATURES 
- ----------

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 thereunto duly authorized.


                                   UAL CORPORATION


                                   By:  /s/ Douglas A. Hacker
                                        ---------------------
                                        Douglas A. Hacker
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (principal financial and
                                        accounting officer)




Dated:  November 19, 1997



                           Exhibit Index
                           -------------


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

    10.1  Supplemental Agreement No. 10 dated as of April 11, 1997
          to the Agreement dated December 18, 1990 between The
          Boeing Company ("Boeing") and United Air Lines, Inc.
          ("United") (and United Worldwide Corporation) for
          acquisition of Boeing 747-400 aircraft (as previously
          amended and supplemented, the "747-400 Purchase
          Agreement" (filed as Exhibit 10.8 to UAL Corporation's
          ("UAL") Form 10-K for the year ended December 31, 1990,
          and incorporated herein by reference; supplements
          thereto filed as (i) Exhibits 10.4 and 10.5 to UAL's
          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 Form
          10-Q for the quarter ended June 30, 1993, (iii) Exhibit
          10.3 to UAL's Form 10-K for the year ended December 31,
          1993, (iv) Exhibit 10.14 to UAL's Form 10-Q for the
          quarter ended June 30, 1994, (v) Exhibits 10.29 and
          10.30 to UAL's Form 10-K for the year ended December 31,
          1994, (vi) Exhibits 10.4 through 10.8 to UAL's Form 10-Q
          for the quarter ended March 31, 1995, (vii) Exhibits
          10.7 and 10.8 to UAL's Form 10-Q for the quarter ended
          June 30, 1995, (viii) Exhibit 10.41 to UAL's Form 10-K
          for the year ended December 31, 1995, and (ix) Exhibits
          10.4 and 10.5 to UAL's Form 10-Q for the quarter ended
          June 30, 1996, as amended, and incorporated herein by
          reference)).  (Exhibit 10.1 hereto is filed with a
          request for confidential treatment of certain portions
          thereof.)

    10.2  Supplemental Agreement No. 11 dated as of April 11, 1997
          to the 747-400 Purchase Agreement.  (Exhibit 10.2 hereto
          is filed with a request for confidential treatment of
          certain portions thereof.)

    10.3  Letter Agreement No. 6-1162-DLJ-891R5 dated April 11,
          1997 to the 747-400 Purchase Agreement.  (Exhibit 10.3
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

*   10.4  Amendment No. 5 dated August 22, 1996 to the
          Agreement dated August 10, 1992 between AVSA, S.A.R.L.,
          as seller, and United, as buyer, for the acquisition of
          Airbus Industrie A320-200 model aircraft (as previously
          amended and supplemented, "A320-200 Purchase Agreement"
          (filed as Exhibit 10.14 to UAL's Form 10-K for the year
          ended December 31, 1992, and incorporated herein by
          reference; supplements thereto filed as (i) Exhibits
          10.4 and 10.5 to UAL's Form 10-K for the year ended
          December 31, 1993, (ii) Exhibits 10.15 and 10.16 to
          UAL's Form 10-Q for the quarter ended June 30, 1994,
          (iii) Exhibit 10.31 to UAL's Form 10-K for the year
          ended December 31, 1994, (iv) Exhibit 10.9 to UAL's Form
          10-Q for the quarter ended June 30, 1995, and (v)
          Exhibit 10.42 to UAL's Form 10-K for the year ended
          December 31, 1995, and incorporated herein by
          reference)).  (Exhibit 10.4 hereto is filed with a
          request for confidential treatment of certain portions
          thereof.)

*   10.5  Amendment No. 6 dated January 31, 1997 to the A320-
          200 Purchase Agreement dated August 10, 1992.  (Exhibit
          10.5 hereto is filed with a request for confidential
          treatment of certain portions thereof.)

*   10.6  Amendment No. 7 dated January __, 1997 to the A320-
          200 Purchase Agreement dated August 10, 1992.  (Exhibit
          10.6 hereto is filed with a request for confidential
          treatment of certain portions thereof.)

*   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.



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*  As Previously Filed