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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*



                                 UAL Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    902549500
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2003
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


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

          [_] Rule 13d-1(b)

          [x] Rule 13d-1(c)

          [_] Rule 13d-1(d)

----------
*    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 in 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 ("Act") 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)

     This amendment to Schedule 13G is being filed to correct the name and
     address of the Issuer.



CUSIP No. 902549500
          ----------

1. NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      HMC Investors, L.L.C.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a) [_] (b) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

     0

6. SHARED VOTING POWER

     3,263,764

7. SOLE DISPOSITIVE POWER

     0

8. SHARED DISPOSITIVE POWER

     3,263,764

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,263,764

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

                                                                      [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.1%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

--------------------------------------------------------------------------------



CUSIP No. 902549500
          ---------

1. NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Raymond J. Harbert

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a) [_] (b) [X]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

     0

6. SHARED VOTING POWER

     3,263,764

7. SOLE DISPOSITIVE POWER

     0

8. SHARED DISPOSITIVE POWER

     3,263,764

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,263,764

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

                                                                      [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.1%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

--------------------------------------------------------------------------------



CUSIP No. 902549500
          ---------

1. NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Michael D. Luce

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a) [_] (b) [X]

3.                                                               SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

     0

6. SHARED VOTING POWER

     3,263,764

7. SOLE DISPOSITIVE POWER

     0

8. SHARED DISPOSITIVE POWER

     3,263,764

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,263,764

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

                                                                      [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.1%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

--------------------------------------------------------------------------------



CUSIP No. 902549500
            ---------------------

Item 1(a).  Name of Issuer:

            UAL Corporation
            --------------------------------------------------------------------

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

            1200 East Algonquin Road
            Elk Grove Township, IL 60007
--------------------------------------------------------------------------------

Item 2(a).  Name, Principal Business Address, and Citizenship of Persons Filing:

            HMC Investors, L.L.C. - Delaware
            Raymond J. Harbert - U.S.A.
            Michael D. Luce - U.S.A.

            555 Madison Avenue
            Suite 2800
            New York, New York 10022
            United States of America

            --------------------------------------------------------------------

      (d). Title of Class of Securities:

            Common Stock
            --------------------------------------------------------------------

      (e). CUSIP Number: 902549500

            --------------------------------------------------------------------

Item        3. If This Statement is filed pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a)       [_] Broker or dealer registered under Section 15 of the Exchange
               Act (15 U.S.C. 78c).

     (b)       [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
               U.S.C. 78c).

     (c)       [_] Insurance company as defined in Section 3(a)(19) of the
               Exchange Act (15 U.S.C. 78c).

     (d)       [_] Investment company registered under Section 8 of the
               Investment Company Act of 1940 (15 U.S.C. 80a-8).

     (e)       [_] An investment adviser in accordance with
               s.240.13d-1(b)(1)(ii)(E);

     (f)       [_] An employee benefit plan or endowment fund in accordance with
               s.240.13d-1(b)(1)(ii)(F);

     (g)       [_] A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);

     (h)       [_] A savings association as defined in Section 3(b) of the
               Federal Deposit Insurance Act (12 U.S.C.1813);

     (i)       [_] A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act of 1940 (15 U.S.C. 80a-3);

     (j)       [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a) Amount beneficially owned:

          HMC Investors, L.L.C. - 3,263,764
          Raymond J. Harbert - 3,263,764
          Michael D. Luce - 3,263,764
          ----------------------------------------------------------------------

     (b) Percent of class:

          HMC Investors, L.L.C. - 3.1%
          Raymond J. Harbert - 3.1%
          Michael D. Luce - 3.1%
          ----------------------------------------------------------------------

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

         (i) Sole power to vote or to direct the vote:

         HMC Investors, L.L.C. - 0
         Raymond J. Harbert - 0
         Michael D. Luce - 0

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

          HMC Investors, L.L.C. - 3,263,764
          Raymond J. Harbert - 3,263,764
          Michael D. Luce - 3,263,764

         (iii) Sole power to dispose or to direct the disposition of:

          HMC Investors, L.L.C. - 0
          Raymond J. Harbert - 0
          Michael D. Luce - 0

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

          HMC Investors, L.L.C. - 3,263,764
          Raymond J. Harbert - 3,263,764
          Michael D. Luce - 3,263,764

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

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [X]


         -----------------------------------------------------------------------

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

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         -----------------------------------------------------------------------

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company or Control
         Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         -----------------------------------------------------------------------

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

     If a group has filed this schedule  pursuant to  ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit  stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

         N/A
         -----------------------------------------------------------------------

Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

         N/A
         ----------------------------------------------------------------------

Item 10.  Certification.

     (b)  The following certification shall be included if the statement is
          filed pursuant to Rule 13d-1(c):

          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 such purpose or effect.

     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.


HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
------------------------


/s/ Raymond J. Harbert*
---------------------
Raymond J. Harbert


/s/ Michael D. Luce*
---------------------
Michael D. Luce

February 25, 2004

*The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.




                                                                     Exhibit A


                                    AGREEMENT

The  undersigned  agree that this  amendment to Schedule 13G dated February
25,  2004  relating  to the Common  Stock of UAL  Corporation  shall be filed on
behalf of the undersigned.


HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
-------------------------


/s/ Raymond J. Harbert*
---------------------
Raymond J. Harbert


/s/ Michael D. Luce*
---------------------
Michael D. Luce



03773.0003 #466232