UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1926, 2007

UNITED AIR LINES, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-11355	36-2675206
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

77 W. Wacker Drive, Chicago, IL 60601

(Address of principal executive offices)

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

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

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Item 1.01.

Entry into a Material Definitive Agreement.

On June 1926, 2007, United Air Lines, Inc. (the “Company”) ~~entered~~and ~~into~~Wilmington anTrust ~~underwriting~~Company, ~~agreement~~as ~~(the~~subordination ~~“Underwriting~~agent ~~Agreement”)~~and bypass ~~and~~through ~~among~~trustee ~~Morgan~~under ~~Stanley &~~three ~~Co.~~pass ~~Incorporated~~through ~~and~~trusts ~~Credit~~newly ~~Suisse~~formed ~~Securities~~by ~~(USA)~~the ~~LLC~~Company (~~collectively,~~ the “~~Underwriters~~Trustee”), ~~UAL~~entered ~~Corporation~~into ~~and~~ the ~~Company~~Note inPurchase Agreement, ~~connection~~dated ~~with~~as ~~the~~of ~~issuance~~June 26, ~~and~~2007 ~~sale~~(the of“Note aPurchase ~~total~~Agreement”). ofThe ~~$693,657,000~~Note ofPurchase ~~United~~Agreement ~~Air~~provides ~~Lines,~~for ~~Inc.~~the ~~Pass~~issuance ~~Through~~by ~~Trust~~the ~~Certificates,~~Company ~~Series~~of ~~2007-1~~equipment notes (the “~~Certificates~~Equipment Notes”). ~~The~~in ~~Company expects~~the ~~that~~aggregate ~~delivery~~principal amount of $693,657,000 ~~the~~to ~~Certificates~~finance ~~will~~thirteen beaircraft ~~made~~owned ~~under~~by the ~~Underwriting~~Company. ~~Agreement~~The onpayment orobligations ~~about~~of ~~June 26,~~the ~~2007~~Company inunder ~~three~~the ~~different~~equipment ~~series,~~notes ~~comprised~~are offully ~~$485,086,000~~and ofunconditionally ~~Class A~~guaranteed ~~Certificates~~by ~~with~~UAL aCorporation ~~coupon~~(the ~~of 6~~“Parent”).~~636% per~~ ~~annum,~~Pursuant to the Note Purchase ~~$106~~Agreement,~~835,000~~ ofthe ~~Class~~Trustee Bfor ~~Certificates~~each ~~with~~pass athrough ~~coupon~~trust ofagreed ~~7.336% per~~to ~~annum~~purchase ~~and~~Equipment ~~$101,736,000~~Notes ofissued ~~Class~~under Ca ~~Certificates~~Trust ~~with~~Indenture aand ~~coupon~~Mortgage of(each, ~~Six-Month~~an ~~LIBOR~~“Indenture” ~~plus~~and, ~~2.25% per~~collectively, ~~annum.~~the ~~Each~~“Indentures”) ~~class~~with ofrespect ~~Certificates~~to ~~will~~each beaircraft ~~issued~~entered into by athe ~~different~~Company ~~pass~~and ~~through trust~~Wilmington Trust Company, as Mortgagee.

~~The~~Each ~~pass~~Indenture ~~through~~contemplates ~~trusts~~the ~~will~~issuance ~~use~~of ~~the~~Equipment ~~proceeds~~Notes ~~from~~in three series: Series A, bearing interest at the ~~sale~~rate of ~~certificates~~6.636% per toannum, ~~acquire~~Series ~~equipment~~B, ~~notes~~bearing interest at the rate of 7.336% per ~~The~~annum, ~~equipment~~and ~~notes~~Series ~~will~~C, bebearing ~~issued~~interest byat the ~~Company~~ torate ~~finance~~of ~~thirteen~~Six-Month ~~Boeing~~LIBOR ~~aircraft~~plus ~~owned~~2.25% per byannum, in the ~~Company.~~aggregate ~~Payments~~principal onamount equal to $485,086,000, in the ~~equipment~~case ~~notes~~of ~~held~~Series A Equipment Notes, $106,835,000 in ~~each~~the ~~pass~~case ~~through~~of ~~trust~~Series ~~will~~B beEquipment ~~passed~~Notes, ~~through~~and to$101,736,000, in the ~~certificateholders~~case of ~~such~~Series ~~trust~~C Equipment Notes. The ~~payment~~Equipment ~~obligations~~Notes ofwill ~~the~~be ~~Company~~purchased ~~under~~by the Trustee for each pass through ~~equipment~~trust ~~notes~~using ~~will~~the beproceeds ~~fully~~from the sale of Pass Through Certificates, Series 2007-1A, Pass Through Certificates, Series 2007-1B, and ~~unconditionally~~Pass ~~guaranteed~~Through byCertificates, ~~UAL~~Series ~~Corporation~~2007-1C (collectively, the “Certificates”).

The ~~Certificates~~interest on the Equipment Notes is payable semiannually on each January 2 and July 2, beginning on January 2, 2008. The principal payments on the Equipment Notes are ~~offered~~scheduled ~~pursuant~~on toJanuary 2 and July 2 in certain years, beginning on January 2, 2008. The final payments will be due on July 2, 2022, in the ~~Prospectus~~case ~~Supplement~~of the Series A Equipment Notes, ~~dated June~~July 192, ~~2007~~2019, toin the ~~Prospectus~~case of the Series B Equipment Notes, ~~dated~~and ~~June~~July 192, ~~2007~~2014, ~~which~~in ~~forms~~the acase ~~part~~ of the ~~Company’s~~Series ~~automatic~~C ~~shelf~~Equipment ~~registration~~Notes. ~~statement~~Maturity onof ~~Form~~the ~~S-3~~Equipment ~~(Registration~~Notes ~~No. 333-143865)~~may (be accelerated upon the ~~“Registration~~occurrence ~~Statement”)~~of certain Events of Default, ~~filed~~including ~~with~~failure by the Company to make payments ~~Securities~~under ~~and~~the ~~Exchange~~applicable ~~Commission~~Indenture onwhen ~~June 19~~due or to comply with certain covenants, ~~2007~~as well as certain bankruptcy events involving the Company. The Equipment Notes issued with respect to each aircraft will be secured by a lien on such aircraft and will also be cross-collateralized by the other aircraft financed pursuant to the Note Purchase Agreement.

The ~~foregoing~~Certificates ~~description~~were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the ~~Underwriting~~“Securities ~~Agreement~~Act”), isunder ~~qualified~~the inCompany’s ~~its~~automatic ~~entirety~~shelf byregistration statement on Form S-3 (File No. 333-143865) (the “Registration Statement”). For a more detailed ~~reference~~description toof the ~~Underwriting~~agreements ~~Agreement~~and instruments entered into by the Company with respect to the Certificates, asee ~~copy~~the disclosure under the captions “Description of ~~which~~the isCertificates”, ~~filed~~“Description ~~herewith~~of asthe ~~Exhibit~~Liquidity ~~1.1~~Facilities for Class A and isB ~~incorporated~~Certificates”, by“Description ~~reference~~of ~~herein.~~the ~~The~~Intercreditor Agreement”, “Description of the Equipment Notes” and “Underwriting” ~~Agreement~~contained isin ~~hereby~~the ~~incorporated~~Company’s byfinal ~~reference~~Prospectus ~~into~~Supplement, dated June 19, 2007 (the ~~Registration~~“Prospectus ~~Statement~~Supplement”), to the Prospectus, dated June 19, 2007, filed with the Securities and Exchange Commission on June 21, 2007 pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference.

~~The~~This ~~Underwriters~~Current orReport ~~their~~is ~~affiliates~~also ~~have~~being ~~from~~filed ~~time~~for ~~to time provided and/or may in~~ the ~~future~~purpose ~~provide~~of ~~investment~~filing ~~banking,~~as ~~commercial~~exhibits ~~banking~~to ~~and~~the ~~financial~~Registration ~~advisory~~Statement the ~~services~~documents tolisted ~~the~~in ~~Company~~Item 9.01 below, ~~for~~ which ~~they~~are ~~have~~hereby ~~received~~incorporated orby ~~will~~reference ~~receive~~in ~~customary~~the ~~compensation~~Registration Statement.

Item 2.03.

Creation of Direct Financial Obligation.

See Item 1.01.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 19, 2007, by and among Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, United Air Lines, Inc. and UAL Corporation

(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.

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.


UNITED AIR LINES, INC.

By:		/s/ Frederic F. Brace
Name:		Frederic F. Brace
Title:		Executive Vice President and Chief Financial Officer

Date: June 2027, 2007

EXHIBIT INDEX

Exhibit No.		Description
1.1*		Underwriting Agreement, dated June 19, 2007, by and among Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, United Air Lines, Inc. and UAL Corporation
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)
4.4*		Pass Through Trust Agreement, dated as of June 26, 2007, between Wilmington Trust Company, as Trustee, and United Air Lines, Inc.
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
4.6*		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
4.7*		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
4.8*		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
4.9*		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
4.10*		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)

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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