Schedule 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 02)*
 
UAL Corporation 
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
902549807
(CUSIP Number)
 
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     x  Rule 13d-1(b)
 
     o  Rule 13d-1(c)
 
     o  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).
 
 
 
 
 
CUSIP No.  902549807      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Legg Mason Capital Management, Inc.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   x
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Maryland
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 1,308,889
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 1,948,889
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 1,948,889
   
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)
  
 1.17%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA
 

FOOTNOTES
  
 CO
 
 
 
 
CUSIP No.  902549807      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 LMM LLC
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   x
 (b)   o
   
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
  
 7,590,632
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 7,590,632
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 7,590,632
   
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)
  
 4.54%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA
 

FOOTNOTES
  
 OO
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
UAL Corporation

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
77 West Wacker Drive
Chicago, IL 60601

Item 2.

 
(a)
Name of Person Filing
 
 
Legg Mason Capital Management,Inc.
LMM LLC

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
100 International Drive
Baltimore, MD 21202

 
(c)
Citizenship
 
 
Maryland, Delaware

 
(d)
Title of Class of Securities
 
 
Common Stock

 
(e)
CUSIP Number
 
 
902549807

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

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. o78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

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

 
(i)
o
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)
x
Group, in accordance with §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: 9,539,521

 
(b)
Percent of class: 5.71%

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

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 8,899,521

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 9,539,521

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 o .
 
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Various accounts managed by the investment advisers identified in Item 8 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the issuer. None of these accounts own more than five percent of the class.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
N/A
 
Item 8.
Identification and Classification of Members of the Group
 
Legg Mason Capital Management, Inc. - investment adviser

LMM LLC - investment adviser
 
Item 9.
Notice of Dissolution of Group
 
N/A
 
 
 
 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
 
 Legg Mason Capital Management, Inc.
 
    
Date: February 15, 2010
By:
/s/  Nicholas C. Milano 
   Name: Nicholas C. Milano 
   Title:  Chief Compliance Officer 
    
 
 
 
 LMM LLC
 
    
Date: February 15, 2010
By:
/s/  Nicholas C. Milano 
   Name: Nicholas C. Milano 
   Title:  Chief Compliance Officer 
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)