SC 13G/A

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

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)¹

UAL Corporation

(Name of Issuer)

Common stock, par value $.01

(Title of class of securities)

902549807

(CUSIP Number)

December 31, 2010

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

(Continued on the following pages)

(Page 1 of 8 pages)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

		SCHEDULE 13G		Page 2 of 8 Pages
CUSIP No.		902549807


1	NAMES OF REPORTING PERSONS
	PAR Investment Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			15,011,990 Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,011,990 Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,011,990 Common stock, par value $.01

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.7% Common stock, par value $.01

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

		SCHEDULE 13G		Page 3 of 8 Pages
CUSIP No.		902549807


1	NAMES OF REPORTING PERSONS
	PAR Group, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			15,011,990 Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,011,990 Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,011,990 Common stock, par value $.01

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.7% Common stock, par value $.01

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

		SCHEDULE 13G		Page 4 of 8 Pages
CUSIP No.		902549807


1	NAMES OF REPORTING PERSONS
	PAR Capital Management, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			15,011,990 Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,011,990 Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,011,990 Common stock, par value $.01

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	4.7% Common stock, par value $.01

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

		STATEMENT ON SCHEDULE 13G		Page 5 of 8 Pages
CUSIP No.		902549807


Item 1(a).	Name of Issuer:

	UAL Corporation

Item 1(b).	Address of Issuer's Principal Executive Offices:

	77 W. Wacker Drive
	Chicago, IL 60601

Item 2(a).	Names of Person Filing:

	PAR Investment Partners, L.P
	PAR Group, L.P.
	PAR Capital Management, Inc.

Item 2(b).	Business Mailing Address for the Person Filing:

	PAR Capital Management, Inc.
	One International Place, Suite 2401
	Boston, MA 02110

Item 2(c).	Citizenship:

	State of Delaware

Item 2(d).	Title of Class of Securities:

	Common stock, par value $.01

Item 2(e).	CUSIP Number:

	902549807

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

	Not Applicable

Item 4.	Ownership:**

	(a) Amount Beneficially Owned:
		15,011,990 common stock, par value $0.01

	(b) Percent of Class:
		4.7%

	(c) Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote:
		15,011,990

	(ii)	shared power to vote or to direct the vote:

	(iii)	sole power to dispose or to direct the disposition of:
		15,011,990

	(iv)	shared power to dispose or to direct the disposition of:

		STATEMENT ON SCHEDULE 13G		Page 6 of 8 Pages
CUSIP No.		902549807


Item 5.		Ownership of Five Percent or Less of a Class:

		Yes

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

		Not Applicable

Item 8.		Identification and Classification of Members of the Group:

		Not Applicable

Item 9.		Notice of Dissolution of Group:

		Not Applicable

Item 10.		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 21, 2011

	PAR INVESTMENT PARTNERS, L.P.
	By: PAR GROUP, L.P. its general partner By: PAR CAPITAL MANAGEMENT, INC. its general partner By: /s/ Steven M. Smith Steven M. Smith, Chief Operating Officer

	PAR GROUP, L.P.
	By: PAR CAPITAL MANAGEMENT, INC. its general partner By: /s/ Steven M. Smith Steven M. Smith, Chief Operating Officer


	PAR CAPITAL MANAGEMENT, INC.

	By: /s/ Steven M. Smith Steven M. Smith, Chief Operating Officer

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the COMMON STOCK, PAR VALUE $.01 of UAL Corporation and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 21^st day of January, 2011.

PAR INVESTMENT PARTNERS, L.P.

By: PAR GROUP, L.P.

its general partner

By: PAR CAPITAL MANAGEMENT, INC.

its general partner

By: /s/ Steven M. Smith

Steven M. Smith, Chief Operating Officer

PAR GROUP, L.P.

By: PAR CAPITAL MANAGEMENT, INC.

its general partner

By: /s/ Steven M. Smith

Steven M. Smith, Chief Operating Officer

PAR CAPITAL MANAGEMENT, INC.

By: /s/ Steven M. Smith

Steven M. Smith, Chief Operating Officer