SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.





                               FORM 11-K

                             ANNUAL REPORT

                   Pursuant to Section 15(d) of the

                    Securities Exchange Act of 1934

              For the Fiscal Year Ended November 30, 1994


                     Commission File No. 1-6033


                        United Air Lines, Inc.
      Flight Attendant Employees' 401(k) Retirement Savings Plan
                       (Full title of the Plan)

                        United Air Lines, Inc.
                    (Employer sponsoring the Plan)

                            UAL Corporation
           (Issuer of the shares held pursuant to the Plan)


           1200 Algonquin Road, Elk Grove Township, Illinois
                           Mailing Address:
               P.O. Box 66100, Chicago, Illinois  60666
               (Address of principal executive offices)





           REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors
of United Air Lines, Inc.:

We have audited the accompanying statement of net assets 
available for plan benefits of the United Air Lines, Inc. 
Flight Attendant Employees' 401(k) Retirement Savings Plan as 
of November 30, 1994 and 1993, and the related statement of 
changes in net assets available for plan benefits for the 
years then ended.  These financial statements are the 
responsibility of the Plan Administrator.  Our responsibility 
is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  
An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by the Plan 
Administrator, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the net assets 
available for plan benefits of the United Air Lines, Inc. 
Flight Attendant Employees' 401(k) Retirement Savings Plan as 
of November 30, 1994 and 1993, and the changes in its net 
assets for the years then ended in conformity with generally 
accepted accounting principles.

                             /s/ ARTHUR ANDERSEN LLP

                             ARTHUR ANDERSEN LLP


Chicago, Illinois
May 26, 1995








Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, 
the United Air Lines, Inc. Pension and Welfare Plans Administration 
Committee has duly caused this annual report to be signed on its behalf 
by the undersigned hereunto duly authorized.






                                        United Air Lines, Inc.
                                        Flight Attendant Employees'
                                        401(k) Retirement Savings Plan





Dated May 26, 1995                    By   /s/ Douglas A. Hacker    

                                          Douglas A. Hacker
                                          Member, United Air
                                          Lines, Inc. Pension
                                          and Welfare Plans
                                          Administration Committee




                        UNITED AIR LINES, INC.
      FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
          STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                            (In Thousands)



<TABLE>
<CAPTION>

                                                November 30      
                                            1994           1993  
INVESTMENT IN MASTER TRUST
<S>                                       <C>            <C>
  Stated Return Fund                      $150,149       $150,418

  U.S. Equity Index Commingled Pool         48,083         48,933

  UAL Stock Fund                             1,487          2,344

  Blended Income Fund                       27,881         16,743

  Growth Company Fund                       37,475         25,567

  Overseas Fund                             26,223         12,098

  Balanced Fund                             24,310         18,424


NET ASSETS AVAILABLE FOR PLAN BENEFITS    $315,608       $274,527

</TABLE>











       The accompanying notes to financial statements are an integral 
          part of these statements.



                             UNITED AIR LINES, INC.
           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                     Year ended November 30             
                                              1994                      
                                      U.S. EQUITY
                           STATED       INDEX          UAL       BLENDED
                           RETURN     COMMINGLED      STOCK      INCOME 
                            FUND         POOL         FUND        FUND  

<S>                       <C>         <C>           <C>         <C>

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year       $150,418    $   48,933    $  2,344    $ 16,743

CONTRIBUTIONS                 -            3,014         925       7,964

TRANSFERS
  BETWEEN FUNDS             (7,850)       (3,790)     (1,512)      2,323

RESULTS OF INVESTMENT
  ACTIVITY                                                                  
    Dividends                 -             -           -           -   
    Interest                 9,502          -           -          1,313
    Net appreciation
     (depreciation)
     in value of
     investments              -              549        (237)       -   
                             9,502           549        (237)      1,313

PAYMENTS TO PLAN
  PARTICIPANTS              (1,913)         (623)        (33)       (404)

ADMINISTRATIVE
  EXPENSES                      (8)         -           -            (58)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year             $150,149    $   48,083    $  1,487    $ 27,881

</TABLE>


       The accompanying notes to financial statements are an integral 
          part of these statements.




                           UNITED AIR LINES, INC.
         FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
       STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                               (In Thousands)

<TABLE>
<CAPTION>
                                       Year ended November 30           
                                                1994                    
                                                                
                            GROWTH                             
                            COMPANY    OVERSEAS    BALANCED    
                             FUND        FUND        FUND        TOTAL  

<S>                        <C>         <C>         <C>         <C>

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year        $ 25,567    $ 12,098    $ 18,424    $ 274,527

CONTRIBUTIONS                 9,513       5,851       6,753       34,020

TRANSFERS BETWEEN FUNDS       2,715       7,601         513         -   

RESULTS OF INVESTMENT
  ACTIVITY
    Dividends                 2,592         205         950        3,747
    Interest                   -           -           -          10,815
    Net appreciation
     (depreciation)
     in value of
     investments             (2,428)        677      (1,814)      (3,253)
                                164         882        (864)      11,309

PAYMENTS TO PLAN
  PARTICIPANTS                 (481)       (208)       (510)      (4,172)

ADMINISTRATIVE EXPENSES          (3)         (1)         (6)         (76)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year              $ 37,475    $ 26,223    $ 24,310    $ 315,608

</TABLE>


       The accompanying notes to financial statements are an integral 
          part of these statements.



                             UNITED AIR LINES, INC.
           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                        Year ended November 30                
                                                1993                        
                                       U.S. EQUITY
                             STATED      INDEX          UAL       BLENDED
                             RETURN    COMMINGLED      STOCK      INCOME 
                              FUND        POOL         FUND        FUND  

<S>                         <C>        <C>           <C>         <C>

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year         $149,895   $   45,801    $  1,046    $  9,616

CONTRIBUTIONS                   -           3,283       1,004       7,703

TRANSFERS BETWEEN FUNDS       (9,236)      (4,381)        (41)     (1,181)

TRANSFERS BETWEEN PLANS         -               2           1           2

RESULTS OF INVESTMENT
  ACTIVITY                                                       
    Dividends                   -            -           -           -   
    Interest                  11,381         -           -            803
    Net appreciation in
     value of investments       -           4,733         370        -   
                              11,381        4,733         370         803

PAYMENTS TO PLAN
  PARTICIPANTS                (1,603)        (500)        (36)       (159)

ADMINISTRATIVE EXPENSES          (19)          (5)       -            (41)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year               $150,418   $   48,933    $  2,344    $ 16,743

</TABLE>


       The accompanying notes to financial statements are an integral 
          part of these statements.




                           UNITED AIR LINES, INC.
         FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
       STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                               (In Thousands)

<TABLE>
<CAPTION>
                                       Year ended November 30 1993                    
                                                                
                            GROWTH                             
                            COMPANY    OVERSEAS    BALANCED    
                             FUND        FUND        FUND        TOTAL  

<S>                        <C>         <C>         <C>         <C>

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year        $  9,222    $  3,620    $  7,008    $ 226,208

CONTRIBUTIONS                 7,594       3,180       5,712       28,476

TRANSFERS BETWEEN FUNDS       6,784       3,869       4,186         -   

TRANSFERS BETWEEN PLANS           1        -              1            7

RESULTS OF INVESTMENT
  ACTIVITY
    Dividends                   442         425       1,152        2,019
    Interest                   -           -           -          12,184
    Net appreciation in
     value of investments     1,704       1,110         491        8,408
                              2,146       1,535       1,643       22,611

PAYMENTS TO PLAN
  PARTICIPANTS                 (176)       (105)       (121)      (2,700)

ADMINISTRATIVE EXPENSES          (4)         (1)         (5)         (75)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year              $ 25,567    $ 12,098    $ 18,424    $ 274,527

</TABLE>


       The accompanying notes to financial statements are an integral 
          part of these statements.



                          UNITED AIR LINES, INC.
        FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
                      NOTES TO FINANCIAL STATEMENTS



1.  DESCRIPTION OF THE PLAN

    This description is for general information purposes only.  
    Participants should refer to their summary plan description and 
    individual employee benefit statement for detailed benefit information.

    a. General and Plan Participants

       The United Air Lines, Inc. Flight Attendant Employees' 401 (k) 
       Retirement Savings Plan ("Plan") covers all employees of United 
       classified as flight attendants and who are members of the 
       Association of Flight Attendants.  The Plan is contributory and is 
       subject to the Employee Retirement Income Security Act of 1974.

    b. Contributions and Vesting

       Eligible employees may elect to contribute to the Plan, in 
       multiples of 1%, any percentage of their covered earnings, up to 
       25%, subject to a maximum of $9,240 in 1994 and in 1995.  Lower 
       limits may apply to certain highly compensated participants if the 
       Plan does not pass certain nondiscrimination tests required by law. 
       Contributions and earnings are credited to separate accounts 
       maintained for each participant.  Participants are immediately 
       vested in their employee contributions.

       Participants may elect to invest in one or a combination of the 
       investment funds described in note (1)(e).  Additionally, they may 
       subsequently change their contribution rate, redesignate the 
       allocation of contributions or transfer existing balances among 
       investment funds, subject to the limits set forth in the Plan.

       Contributions include $8,084 and $47,268 for 1994 and 1993, 
       respectively, which were transferred from other qualified plans as 
       rollovers under IRS Code Sections 401(a) and 401(k).

    c. Trustee and Recordkeeper

       Fidelity Management Trust Company ("Fidelity") is the Plan Trustee 
       and Fidelity Institutional Retirement Services Company is the 
       recordkeeper of the Plan.  


    d. Master Trust Funds

       The Stated Return Fund is invested in Connecticut General's general 
       portfolio.  The investment in and interest earned on the Stated 
       Return Fund are guaranteed against loss by Connecticut General.  
       Interest is credited monthly to the participant's account and is 
       net of administrative expenses.  The rate of interest for any 
       period of time is determined by Connecticut General and may be 
       changed from time to time.  Any such change will be declared in 
       advance and will become effective as of the first day of the month 
       immediately following the date the notice is given.  The net rate 
       for 1994 and 1993 were 6.47% and 7.83%, respectively.  However, no 
       further contributions can be made to this fund.

       Fidelity provides each participant with six investment options:  
       Fidelity U.S. Equity Index Commingled Pool; UAL Stock Fund; Blended 
       Income Fund; Fidelity Growth Company Fund; Fidelity Overseas Fund; 
       and the Fidelity Balanced Fund.  These funds are managed by 
       Fidelity or Fidelity Investments (manager of Fidelity Mutual 
       Funds).  The investments represent the Plan's allocable share of 
       the funds.

       The Fidelity U.S. Equity Index Commingled Pool primarily invests in 
       the common stocks of the companies that make up the S&P 500 Index.  
       Assets are valued at market prices quoted on the New York Stock 
       Exchange ("NYSE").

       Assets in the UAL Stock Fund are invested in UAL Corporation common 
       stock and are valued at market prices quoted on the NYSE.  
       Participants may invest in the UAL Stock Fund through direct 
       earnings deferrals.  Transfers into the UAL Stock Fund from other 
       funds are permitted except from the Blended Income Fund.

       On July 12, 1994, UAL Corporation underwent a recapitalization 
       under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, 
       pursuant to which the shareholders engaged in a recapitalization 
       exchange with UAL Corporation.  Each share of Old Common Stock was 
       exchanged for a package consisting of one half of a share of New 
       Common Stock and $84.81 in cash.  The cash consideration received 
       by the Trustee on behalf of Plan participants was used to purchase 
       additional shares of New Common Stock or, at the direction of Plan 
       participants, was transferred to other investment funds.  Pursuant 
       to the terms of the recapitalization, participants' direct earnings 
       deferrals and fund transfers into the UAL Stock Fund were 
       temporarily suspended from July 12, 1994 to August 4, 1994.

       The Blended Income Fund includes investment contracts purchased by 
       Fidelity from approved institutions that meet its stringent credit 
       standards at the time of purchase.  The fund may also include other 
       high quality, income-oriented investments.  Assets are valued at 
       contract value.


       The remaining investment options are public mutual funds traded on 
       the NYSE.  Portfolio securities and other assets are valued 
       primarily on the basis of market quotations or, if quotations are 
       not readily available, by a method which each fund's Board of 
       Trustees accurately believes reflects fair value.  Foreign 
       securities are valued based on quotations from the primary market 
       in which they are traded and are translated from the local currency 
       into U.S. dollars using current exchange rates.

       The Fidelity Growth Company Fund invests in common stocks, 
       securities convertible into common stocks, and occasionally debt 
       obligations from companies viewed as having unusual opportunities 
       to grow.

       The Fidelity Overseas Fund normally invests at least 65% of its 
       total assets in common stock, securities convertible to common 
       stock and debt instruments of foreign businesses and governments.  
       Fidelity Investments expects to invest most of the assets in 
       developed countries in these general geographic areas; the Americas 
       (other than the United States), the Far East and Pacific Basin, and 
       Western Europe.

       The Fidelity Balanced Fund maintains a balance of high-yielding 
       securities, including foreign and domestic stocks and bonds.  At 
       least 25% of the assets are invested in fixed-income senior 
       securities.  All bonds in the Fund's portfolio are rated BBB or 
       better by Standard & Poor's Corporation, or Baa or better by 
       Moody's Investors Service, Inc.

       Fidelity is authorized to engage in the lending of certain Plan 
       assets from the Balanced Fund and the U.S. Equity Index Commingled 
       Pool.  Securities lending is an investment management enhancement 
       that utilizes the existing securities of the Funds to earn 
       additional income.  It involves the loan of securities to various 
       approved brokers.  In return for loaned securities, Fidelity 
       receives collateral in the form of cash and U.S. government 
       securities as a safeguard against possible default of any borrower 
       on return of the loan.  Each loan is collateralized to the extent 
       of 100 percent of the market value of securities on loan.  The 
       collateral is marked-to-market on a daily basis to maintain the 
       margin requirement.


    e. Withdrawals and Forfeitures

       Withdrawals from the 401(k) Plan may be made as follows:

          Termination of employment due to retirement or attainment of age 
          59-1/2 allows a participant to elect to withdraw a portion or 
          all of his account balance.  Full distribution results in either 
          a lump sum payment or the purchase of an annuity.  For the UAL 
          Stock Fund, distribution will be made in a combination of a 
          certificate for the whole shares with the remainder paid in cash 
          or all cash.  Participants under age 70-1/2 may also elect to 
          have periodic withdrawals payable monthly, quarterly, 
          semi-annually or annually.  Periodic withdrawals are made pro 
          rata from all funds and the UAL Stock Fund portion is paid in 
          cash. In the case of a retirement, the participant can leave his 
          account balance in the Plan until April 1 of the year following 
          the year he reaches age 70-1/2.

          Termination of employment due to death results in either a lump 
          sum payment, the purchase of an annuity, or a combination of a 
          partial payment in cash and use of the balance to purchase an 
          annuity.  

          Termination of employment (for reasons other than retirement or 
          death) allows a participant to elect either a partial, periodic 
          lump sum payment, or the purchase of an annuity or combination.  
          For the UAL Stock Fund, distribution will be made in a 
          combination of a certificate for the whole shares with the 
          remainder paid in cash or all cash.

          Withdrawals are permitted in certain hardship cases as described 
          in the Plan.

          Withdrawal of the balance of a participant must be made by the 
          April 1 of the calendar year following the year he reaches age 
          70-1/2.  Any account balance resulting from contributions or 
          earnings thereafter must be withdrawn at the end of each 
          subsequent calendar year.

          In service withdrawal may be made from his employee after-tax 
          account only and will be made pro rata from all funds.  The UAL 
          Stock portion will be paid in cash or shares.  A certificate 
          will be issued for the whole shares with the remainder paid in 
          cash.


    f. Plan Termination Provisions

          If the 401(k) Plan is terminated, all amounts credited to a 
          participant's account at the time of termination shall be 
          retained in the Trust until the participant's termination of 
          employment and will then be distributed by one or a combination 
          of the following methods:
          - by payment in a lump sum; or
          - by purchase of a non-transferable annuity providing a
            benefit in either a fixed or variable form of payment to 
            the extent offered by the insurance company.


2.  SIGNIFICANT ACCOUNTING POLICIES

    a. Basis of Accounting

       The financial statements are presented on the accrual basis.

    b. Investments

       Assets of United's 401(k) Plans Master Trust are owned by all 
       participating United plans consisting of the Management & Salaried 
       Employees' 401(k) Retirement Savings Plan, Ground Employees' 401(k) 
       Retirement Savings Plan, and the Flight Attendant Employees' 401(k) 
       Retirement Savings Plan.

    c. Net Appreciation (Depreciation) in Value of Investments

       Net appreciation (depreciation) in value of investments includes 
       realized and unrealized gains and losses.  Realized and unrealized 
       gains and losses are calculated as the difference between fair 
       value at December 1, or date of purchase if subsequent to December 
       1, and fair value at date of sale or the current year-end.  The 
       unrealized gain or loss on investments in the Overseas Fund 
       represents the Plan's allocable share of the difference between 
       fair value at December 1, or date of purchase, and the fair value 
       at the date of sale or the current year-end plus the change in the 
       exchange rate between the U.S. dollar and the foreign currency in 
       which the assets are denominated from December 1, or the date of 
       purchase, to the date of sale or the current year-end.

    d. Plan Expenses

       Administrative expenses represent administrative and investment 
       manager fees charged by Fidelity, accountant fees, recordkeeping 
       fees charged by Fidelity Institutional Retirement Services Co. and 
       some administrative fees charged by United.  Brokerage and other 
       investment fees are included in the cost of the related security.  
       United performs certain reporting and supervisory functions for the 
       Plan without charge.



3.  TAX STATUS

    The Plan obtained its latest determination letter on August 8, 1986. 
    The Internal Revenue Service stated that the Plan, as written, was in 
    compliance with the requirements of the Internal Revenue Code and that
    the trust was tax exempt.  The Plan has been amended since receiving 
    the determination letter and is currently in the process of being amended
    to comply with the Tax Reform Act of 1986 and subsequent legislation and
    final regulations thereunder.  The Company will timely apply for a 
    determination letter from the Internal Revenue Service as to the
    continued tax exemption of the trust and will make such amendments as
    reasonably required by the IRS to obtain a favorable determination
    letter. 

4.  SUBSEQUENT EVENT

    In January 1995, Fidelity added nine investment options to the Plan.  
    They are Fidelity Asset Manager-Income, Fidelity Asset Manager, 
    Fidelity Asset Manager-Growth, Fidelity Retirement Money Market 
    Portfolio, Fidelity Government Securities Fund, Fidelity U.S. Bond 
    Index Portfolio, Fidelity Equity-Income Fund, Fidelity Magellan Fund, 
    and Fidelity OTC Portfolio.







                                            Exhibit 23





Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the 
incorporation of our report included in this Form 11-K for the 
year ended November 30, 1994, into the Company's previously 
filed Post Effective Amendment No. 1 to Form S-8 Registration 
Statement (File No. 33-44553) for the United Air Lines, Inc. 
Flight Attendant Employees' 401(k) Retirement Savings Plan.

                                    /s/ Arthur Andersen LLP

                                    Arthur Andersen LLP


Chicago, Illinois
May 26, 1995