8-K

                                    
                   SECURITIES AND EXCHANGE COMMISSION
                          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:  October 28, 1997
                    ---------------------------------
                    (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)




ITEM 5.         OTHER EVENTS.
                ------------

    UAL Corporation 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 which is incorporated herein by reference.


ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS.
                ---------------------------------


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

   99.1         Cautionary Statement




                              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 hereunto duly authorized.



                                UAL CORPORATION



                                By:  /s/ Douglas A. Hacker
                                     ---------------------
                                Name:   Douglas A. Hacker
                                Title:  Sr. Vice President & CFO




Dated:  October 27, 1997



                              EXHIBIT INDEX


Exhibit
Number          Description
- ------          -----------

 99.1           Cautionary Statement

EX-99.1

                                            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, capital spending, cash
flows, pre-tax margins, earnings, earnings per share and price to
earnings ratios include the airline pricing environment, the
effect of the U.S. excise tax on travel, the success of the
Company's cost reduction efforts, the cost of crude oil and jet 
fuel, the cost of security and safety measures, low-fare carrier 
expansion, actions of the U.S., foreign and local governments, 
foreign currency exchange rate fluctuations, the price of UAL common 
stock, the timing of the company's common stock repurchase program, 
inflation, the timing of aircraft deliveries from manufacturers, 
the economic environment of the airline industry, and the economic 
environment in general.