UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, ~~2007~~2009

UAL CORPORATION

UNITED AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1001-~~11355~~06033	36-~~2675206~~2675207
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
Delaware	001-11355	36-2675206
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

77 W. Wacker Drive, Chicago, IL 60601


77 W. Wacker Drive, Chicago, IL		60601
(Address of principal executive offices)		(Zip Code)

(~~Address of principal executive offices~~312) 997-8000

Registrant’s telephone number, including area code: ~~(312) 997-8000~~

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~June~~July 262, ~~2007~~2009, United Air Lines, Inc. (~~the~~ “~~Company~~United”) issued and ~~Wilmington~~sold ~~Trust Company~~$175,000,000 asaggregate ~~subordination~~principal ~~agent~~amount ~~and~~at ~~pass~~maturity ~~through~~of ~~trustee~~12.75% ~~under~~senior ~~three~~secured ~~pass~~notes ~~through~~due ~~trusts~~2012 ~~newly formed by the Company~~ (the “~~Trustee~~Notes”). ~~entered~~The ~~into~~Notes ~~the~~are ~~Note~~offered ~~Purchase Agreement,~~pursuant ~~dated~~to asthe ofProspectus Supplement, dated June 26, ~~2007~~2009 (the “~~Note~~Prospectus ~~Purchase Agreement~~Supplement”)., ~~The~~to ~~Note Purchase Agreement provides for~~ the ~~issuance~~Prospectus, bydated ~~the~~December 1, ~~Company~~2008 ~~of equipment notes~~ (the “~~Equipment Notes~~Prospectus”), inwhich ~~the~~forms ~~aggregate~~a ~~principal~~part ~~amount~~ of ~~$693,657,000~~ toan ~~finance~~automatic ~~thirteen~~shelf ~~aircraft~~registration ~~owned~~statement byon ~~the~~Form ~~Company.~~S-3 ~~The~~ASR ~~payment~~(Registration No. 333-155794) ~~obligations of~~ (the ~~Company~~“Registration ~~under~~Statement”) ~~the~~of ~~equipment notes are fully and unconditionally guaranteed by~~ UAL Corporation (the “~~Parent~~Company”). ~~Pursuant to the Note Purchase Agreement, the Trustee for each pass through trust agreed to purchase Equipment Notes issued under a Trust Indenture~~ and ~~Mortgage (each~~United, anfiled ~~“Indenture” and, collectively, the “Indentures”)~~ with ~~respect to each aircraft entered into by~~ the ~~Company~~Securities and ~~Wilmington~~Exchange ~~Trust~~Commission ~~Company~~on December 1, ~~as Mortgagee~~2008.

~~Each~~The ~~Indenture~~Company ~~contemplates~~and ~~the~~United ~~issuance~~entered ofinto ~~Equipment~~an ~~Notes~~underwriting ~~in three series: Series A~~agreement, ~~bearing~~ ~~interest~~dated atas ~~the rate~~ of ~~6.636%~~June ~~per annum~~26, ~~Series~~2009 ~~B, bearing interest at~~ (the ~~rate~~“Underwriting ~~of 7.336% per annum~~Agreement”), ~~and~~with ~~Series C~~Goldman, ~~bearing~~Sachs & Co. ~~interest~~and atCitigroup ~~the~~Global ~~rate~~Markets ~~of Six-Month LIBOR plus 2~~Inc.~~25% per~~ ~~annum~~(collectively, in the ~~aggregate principal amount equal to $485~~“Underwriters”),~~086,000,~~ in ~~the~~connection ~~case~~with ~~of Series A Equipment Notes, $106,835,000 in~~ the ~~case~~issuance ~~of Series B Equipment Notes,~~ and ~~$101,736,000,~~sale inof the ~~case of Series C Equipment~~ Notes. ~~The~~Delivery ~~Equipment~~of ~~Notes will be purchased by~~ the ~~Trustee~~Notes ~~for~~was ~~each~~made ~~pass~~under ~~through trust using~~ the ~~proceeds~~Underwriting ~~from~~Agreement ~~the~~on ~~sale of Pass Through Certificates~~July 2, ~~Series 2007-1A, Pass Through Certificates, Series 2007-1B, and Pass Through Certificates, Series 2007-1C (collectively, the “Certificates”)~~2009.

The ~~interest~~Underwriters onor ~~the~~their ~~Equipment~~affiliates ~~Notes~~have isfrom ~~payable~~time ~~semiannually~~to ontime ~~each~~provided ~~January 2~~ and/or ~~July 2,~~may ~~beginning on January 2, 2008. The principal payments on the Equipment Notes are scheduled on January 2 and July 2~~ in ~~certain years, beginning on January 2, 2008. The final payments will be due on July 2, 2022, in~~ the ~~case~~future ofprovide ~~the~~investment ~~Series A Equipment Notes~~banking, ~~July 2,~~commercial ~~2019,~~banking ~~in the case of the Series B Equipment Notes,~~ and ~~July 2,~~financial 2014, in the case of the Series C Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain Events of Default, including failure by the Company to make paymentsadvisory ~~under~~services ~~the applicable Indenture when due or~~ to ~~comply with certain covenants, as well as certain bankruptcy events involving~~ the Company., ~~The~~for ~~Equipment~~which ~~Notes~~they ~~issued~~have ~~with~~received ~~respect~~or ~~to each aircraft~~ will bereceive ~~secured~~customary ~~by a lien on such aircraft and will also be cross-collateralized by the other aircraft financed pursuant to the Note Purchase Agreement~~compensation.

The ~~Certificates~~Notes ~~were~~are ~~registered~~being ~~for~~offered ~~offer~~at ~~and~~a ~~sale~~discount from their ~~pursuant~~principal toamount ~~the~~at ~~Securities~~maturity. ~~Act~~The ofNotes ~~1933~~will mature on July 15, as2012. ~~amended~~The (interest on the ~~“Securities~~outstanding ~~Act”),~~principal ~~under~~amount of the ~~Company’s~~Notes ~~automatic~~is ~~shelf~~payable ~~registration~~quarterly ~~statement~~ on ~~Form~~January 15, April 15, July 15 ~~S-3~~and ~~(File No.~~October ~~333-143865)~~15 ~~(the~~of ~~“Registration~~each ~~Statement”)~~year, beginning October 15, 2009. ~~For~~The aNotes ~~more~~will ~~detailed description~~initially ofbe ~~the~~secured ~~agreements~~by ~~and~~a ~~instruments~~lien ~~entered~~on ~~into~~all aircraft spare parts owned by United that are located in the ~~Company~~United ~~with~~States ~~respect~~(subject to certain exceptions) (the ~~Certificates,~~“Collateral”) ~~see~~and ~~the~~may ~~disclosure~~later ~~under~~also ~~the~~be secured ~~captions~~by ~~“Description~~other ofcollateral ~~the~~owned ~~Certificates”,~~by ~~“Description~~United. The Notes will rank junior in right of ~~the~~payment ~~Liquidity~~to ~~Facilities~~United’s ~~for Class A~~debt ~~and~~secured Bby ~~Certificates”,~~assets ~~“Description~~other ofthan the ~~Intercreditor~~Collateral ~~Agreement”,~~to ~~“Description~~the extent of the ~~Equipment~~value ~~Notes”~~of such assets and ~~“Underwriting”~~will ~~contained~~be instructurally ~~the~~subordinated ~~Company’s~~to ~~final~~all existing ~~Prospectus~~and ~~Supplement,~~future ~~dated June 19,~~liabilities ~~2007~~of ~~(the~~United’s ~~“Prospectus~~subsidiaries. ~~Supplement”),~~United tomay redeem the ~~Prospectus,~~Notes ~~dated~~in ~~June 19,~~whole ~~2007,~~or ~~filed~~in ~~with~~part ~~the~~at ~~Securities~~any time and ~~Exchange~~the ~~Commission~~Notes onare ~~June 21,~~subject ~~2007~~to ~~pursuant~~mandatory toredemption ~~Rule~~in ~~424(b)~~certain ~~under~~circumstances. ~~the~~The ~~Securities~~payment ~~Act,~~obligations ~~which~~of ~~disclosure~~United isunder the Notes ~~hereby~~are ~~incorporated~~fully ~~herein~~and unconditionally guaranteed by ~~reference~~the Company.

~~This~~The ~~Current~~Notes ~~Report~~are isissued ~~also~~under ~~being~~an ~~filed~~indenture, ~~for~~dated as of July 2, 2009 (the “Indenture”), ~~purpose~~between ofUnited ~~filing~~and Wells Fargo Bank Northwest, N.A., as ~~exhibits~~trustee and collateral agent (the “Collateral Agent”). Under the Indenture, United is required to maintain certain Collateral ratio requirements or if a Collateral ratio requirement is not met, United is required to provide additional collateral or to redeem some or all of the ~~Registration~~Notes ~~Statement~~within 45 days. Three Mortgage and Security Agreements (each a “Mortgage”), each between United and the ~~documents~~Collateral ~~listed~~Agent, indated ~~Item~~as of July ~~9.01~~2, ~~below~~2009, ~~which~~set ~~are~~forth ~~hereby~~the ~~incorporated~~terms byof ~~reference~~the first priority security interest in the ~~Registration~~Collateral, ~~Statement~~one Mortgage covering Section 1110 eligible Collateral, one Mortgage covering Collateral not eligible for Section 1110 protection and one Mortgage covering other collateral owned by United that may later be used as security.

The foregoing description of the Underwriting Agreement, the Indenture and the Mortgages is qualified in its entirety by reference to these agreements and instruments, copies of which are filed herewith as exhibits, and are incorporated by reference herein. For a more detailed description of the agreements and instruments entered into by United and the Company with respect to the Notes, see the disclosure under the captions “Description of the Notes” and “Underwriting” contained in the Prospectus Supplement.

Item 2.03.

Creation of Direct Financial Obligation.

See Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index attached to this Current Report is hereby incorporated by reference. The documents listed on the Exhibit Index are filed as Exhibits with reference to the Registration Statement. The Registration Statement and the final Prospectus Supplement, dated June 19, 2007, to the Prospectus, dated June 19, 2007, relate to the offering of the Certificates.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 4.8, Exhibit 4.15, Exhibit 4.16, Exhibit 4.17 and Exhibit 4.18 supersede such Exhibits filed on June 26, 2009 on our Current Report on Form 8-K. Exhibit 1.3, Exhibit 4.8, Exhibit 4.15, Exhibit 4.16, Exhibit 4.17, Exhibit 4.18 and Exhibit 4.19 are incorporated by reference into the Registration Statement on Form S-3ASR (333-155794) of UAL Corporation and United Air Lines, Inc. as exhibits thereto and are filed as part of this Current Report on Form 8-K.


Exhibit No.		Description
1.3		Underwriting Agreement, dated 26, 2009, among Goldman, Sachs & Co. and Citigroup Global Markets Inc., United Air Lines, Inc. and UAL Corporation.

4.8		Guarantee, dated as of July 2, 2009 from UAL Corporation.

4.15		Indenture, dated as of July 2, 2009, among United Air Lines, Inc., as issuer, Wells Fargo Bank Northwest, N.A. as Trustee and Wells Fargo Bank Northwest, N.A. as Collateral Agent.

4.16		A Mortgage and Security Agreement, dated as of July 2, 2009, between United Air Lines, Inc., and Wells Fargo Bank Northwest, N.A., the Collateral Agent.

4.17		B Mortgage and Security Agreement, dated as of July 2, 2009, between United Air Lines, Inc., and Wells Fargo Bank Northwest, N.A., the Collateral Agent.

4.18		C Mortgage and Security Agreement, dated as of July 2, 2009, between United Air Lines, Inc., and Wells Fargo Bank Northwest, N.A., the Collateral Agent.

4.19		Form of Note representing all 12.75% Senior Secured Notes due 2012.

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 UNITED AIR LINES, INC. By: /s/ ~~Frederic~~Kathryn FA. ~~Brace~~Mikells Name: ~~Frederic~~Kathryn FA. ~~Brace~~Mikells Title: ~~Executive~~Senior Vice President and Chief Financial Officer

Date: ~~June~~July 272, ~~2007~~2009

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 19, 2007, between Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, United Air Lines, Inc. and UAL Corporation (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K dated June 19, 2007 (filed with the SEC on June 21, 2007) and incorporated herein by reference)
1.3*		Underwriting Agreement, dated 26, 2009, among Goldman, Sachs & Co. and Citigroup Global Markets Inc., United Air Lines, Inc. and UAL Corporation.
4.4*		Pass Through Trust Agreement, dated as of June 26, 2007, between Wilmington Trust Company, as Trustee, and United Air Lines, Inc.
4.8*		Guarantee, dated as of July 2, 2009 from UAL Corporation.
4.5*		Trust Supplement No. 2007-1A, dated as of June 26, 2007, between Wilmington Trust Company, as Trustee, and United Air Lines, Inc. to Pass Through Trust Agreement, dated as of June 26, 2007
4.15*		Indenture, dated as of July 2, 2009, among United Air Lines, Inc., as issuer, Wells Fargo Bank Northwest, N.A. as Trustee and Wells Fargo Bank Northwest, N.A. as Collateral Agent.
4.6*		Trust Supplement No. 2007-1B, dated as of June 26, 2007, between Wilmington Trust Company, as Trustee, and United Air Lines, Inc. to Pass Through Trust Agreement, dated as of June 26, 2007
4.16*		A Mortgage and Security Agreement, dated as of July 2, 2009, between United Air Lines, Inc., and Wells Fargo Bank Northwest, N.A., the Collateral Agent.
4.7*		Trust Supplement No. 2007-1C, dated as of June 26, 2007, between Wilmington Trust Company, as Trustee, and United Air Lines, Inc. to Pass Through Trust Agreement, dated as of June 26, 2007
4.17*		B Mortgage and Security Agreement, dated as of July 2, 2009, between United Air Lines, Inc., and Wells Fargo Bank Northwest, N.A., the Collateral Agent.
4.8*		Revolving Credit Agreement (2007-1A), dated as of June 26, 2007, between Wilmington Trust Company, as Subordination Agent, as Agent and Trustee for the United Air Lines Pass Through Trust 2007-1A, as Borrower, and Morgan Stanley Senior Funding, Inc., as Liquidity Provider
4.18*		C Mortgage and Security Agreement, dated as of July 2, 2009, between United Air Lines, Inc., and Wells Fargo Bank Northwest, N.A., the Collateral Agent.
4.9*		Revolving Credit Agreement (2007-1B), dated as of June 26, 2007, between Wilmington Trust Company, as Subordination Agent, as Agent and Trustee for the United Air Lines Pass Through Trust 2007-1B, as Borrower, and Morgan Stanley Senior Funding, Inc., as Liquidity Provider
4.19*		Form of Note representing all 12.75% Senior Secured Notes due 2012.
4.10*		Morgan Stanley Liquidity Facility Guarantee, dated June 26, 2007
4.11*		Intercreditor Agreement, dated as of June 26, 2007, among Wilmington Trust Company, as Trustee, Morgan Stanley Senior Funding, Inc., as Liquidity Provider, and Wilmington Trust Company, as Subordination Agent and Trustee
4.12*		Note Purchase Agreement, dated as of June 26, 2007, among United Air Lines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, and Wilmington Trust Company, as Subordination Agent
4.13*		Form of Participation Agreement (Participation Agreement between United Air Lines, Inc. and Wilmington Trust Company, as Mortgagee, Subordination Agent and Pass Through Trustee)
4.14*		Form of Indenture (Trust Indenture and Mortgage between United Air Lines, Inc. and Wilmington Trust Company, as Mortgagee)
4.15*		Form of United Air Lines, Inc. Pass Through Certificate, Series 2007-1A (included in Exhibit 4.5)
4.16*		Form of United Air Lines, Inc. Pass Through Certificate, Series 2007-1B (included in Exhibit 4.6)
4.17*		Form of United Air Lines, Inc. Pass Through Certificate, Series 2007-1C (included in Exhibit 4.7)
4.18*		UAL Corporation Guarantee, dated June 26, 2007
99.1*		Schedule I (1)

*	Filed herewith electronically

~~(1)~~5 Documents substantially identical in all material respects to those filed as Exhibits 4.13 and 4.14 hereto have been entered into with respect to each aircraft. Pursuant to Instruction 2 of Item 601 of Regulation S-K, Exhibit 99.1 hereto sets forth the terms whereby such substantially identical documents differ from those filed as Exhibit 4.13 and 4.14 hereto.

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