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 June 30, 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                    March 31, 1998
                    -----                    --------------

       Common Stock ($0.01 par value)            57,633,494



                    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.
     
         (b) Form 8-K dated May 6, 1997 to report a cautionary
             statement for purposes of the "Safe Harbor for Forward-
             Looking Statements" provision of the Private Securities
             Litigation Reform Act of 1995.
     
             Form 8-K dated July 21, 1997 to report a cautionary
             statement for purposes of the "Safe Harbor for Forward-
             Looking Statements" provision of the Private Securities
             Litigation Reform Act of 1995.


  
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
                                        and Chief Financial
                                        Officer (principal
                                        financial and accounting
                                        officer)



Dated:  April 21, 1998


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


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


10.1      Letter Agreement No. 6-1162-MDH-150R1 dated June 3, 1997
          to (a) the Agreement dated December 18, 1990 between The
          Boeing Company ("Boeing") and United Air Lines, Inc.
          ("United") (and United Worldwide Corporation) for the
          acquisition of Boeing 747-400 aircraft (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 through 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,
          (ix) Exhibits 10.4 through 10.8, and 10.17 to UAL's Form
          10-Q for the quarter ended June 30, 1996, and (x)
          Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
          March 31, 1997, as amended, and incorporated herein by
          reference); (b) the Agreement dated December 18, 1990
          between Boeing and United (and United Worldwide
          Corporation) for the acquisition of Boeing 777-200
          aircraft (filed as Exhibit 10.7 to UAL's Form 10-K for
          the year ended December 31, 1990, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.1, 10.2 and 10.22 to UAL's Form 10-Q for the
          quarter ended June 30, 1993, (ii) Exhibit 10.2 to UAL's
          Form 10-K for the year ended December 31, 1993, (iii)
          Exhibit 10.14 to UAL's Form 10-Q for the quarter ended
          June 30, 1994, (iv) Exhibits 10.27 and 10.28 to UAL's
          Form 10-K for the year ended December 31, 1994, (v)
          Exhibits 10.2 and 10.3 to UAL's Form 10-Q for the
          quarter ended March 31, 1995, (vi) Exhibits 10.4 through
          10.6 to UAL's Form 10-Q for the quarter ended June 30,
          1995, (vii) Exhibits 10.37 through 10.40 to UAL's Form
          10-K for the year ended December 31, 1995, (viii)
          Exhibits 10.9 through 10.12 and 10.17 to UAL's Form 10-Q
          for the quarter ended June 30, 1996, and incorporated
          herein by reference); (c) the Agreement dated October
          25, 1988 between Boeing and United for the acquisition
          of 757-200 aircraft (filed as Exhibit 10(K) to UAL's
          Form 10-K for the year ended December 31, 1989, and
          incorporated herein by reference; supplements thereto
          filed as (i) Exhibits 10.14 through 10.19 and 10.22 to
          UAL's Form 10-Q for the quarter ended June 30, 1993,
          (ii) Exhibit 10.14 to UAL's Form 10-Q for the quarter
          ended June 30, 1994, (iii) Exhibit 10.9 to UAL's Form 10-
          Q for the quarter ended March 31, 1995, and (iv)
          Exhibits 10.13 through 10.17 to UAL's Form 10-Q for the
          quarter ended June 30, 1996, and incorporated herein by
          reference); (d) the Agreement dated as of March 1, 1990
          between Boeing and United for the acquisition of 767-
          300ER aircraft (filed as Exhibit 10(L) to UAL's Form 10-
          K for the year ended December 31, 1989, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.7 through 10.13 and 10.22 to UAL's Form 10-Q
          for the quarter ended June 30, 1993, (ii) Exhibit 10.14
          to UAL's Form 10-Q for the quarter ended June 30, 1994,
          (iii) Exhibits 10.10 and 10.11 to UAL's Form 10-Q for
          the quarter ended March 31, 1995, and (iv) Exhibit 10.17
          to UAL's Form 10-Q for the quarter ended June 30, 1996,
          and incorporated herein by reference); and (e) an
          amended and restated agreement dated as of March 19,
          1992 between Boeing and United for the acquisition of
          737 aircraft (filed as Exhibit 10.15 to UAL's Form 10-K
          for the year ended December 31, 1992, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.20, 10.21 and 10.22 to UAL's Form 10-Q for
          the quarter ended June 30, 1993, (ii) Exhibit 10.14 to
          UAL's Form 10-Q for the quarter ended June 30, 1994,
          (iii) Exhibit 10.34 to UAL's Form 10-K for the year
          ended December 31, 1994, and (iv) Exhibit 10.17 to UAL's
          Form 10-Q for the quarter ended June 30, 1997, and
          incorporated herein by reference).  Exhibit 10.1 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.

_______________________________
*         Previously Filed.