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.
           Ground Employees' 401(k) Retirement Savings Plan
                       (Full title if 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. 
Ground 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. 
Ground Employees' 401(k) Retirement Savings Plan as of 
November 30, 1994 and 1993, and the changes in its net assets 
available for plan benefits 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.
                                       Ground 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.
           GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
          STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                            (In Thousands)



<TABLE>
<CAPTION>

                                                November 30      
                                            1994           1993  
INVESTMENTS IN MASTER TRUST
<S>                                       <C>            <C>
  Fixed Rate Investment Fund              $ 94,088       $130,372

  U.S. Equity Index Commingled Pool         65,416         66,016

  UAL Stock Fund                             3,017          3,187

  Blended Income Fund                      156,636        111,542

  Growth Company Fund                       51,140         34,624

  Overseas Fund                             30,503         14,513

  Balanced Fund                             41,485         32,779

  Participant Loan Fund                     18,582         15,372


NET ASSETS AVAILABLE FOR PLAN BENEFITS    $460,867       $408,405


</TABLE>










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


                          UNITED AIR LINES, INC.
             GROUND 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
                           FIXED RATE      INDEX         UAL      BLENDED
                           INVESTMENT    COMMINGLED     STOCK     INCOME 
                              FUND          POOL        FUND       FUND  

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

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year        $ 130,372     $   66,016   $  3,187   $111,542

CONTRIBUTIONS                   -             7,947        636     24,280

TRANSFERS BETWEEN FUNDS      (38,017)        (4,559)      (300)    24,579

TRANSFERS BETWEEN PLANS            5            (25)        (2)         7

RESULTS OF INVESTMENT
  ACTIVITY                                                       

    Dividends                   -              -          -          -   
    Interest                   8,108           -          -         8,347
    Net appreciation
     (depreciation) in
     value of investments       -               708       (340)      -   
                               8,108            708       (340)     8,347

PAYMENTS TO PLAN
  PARTICIPANTS                (4,603)        (3,106)       (82)    (9,225)

PARTICIPANT LOANS             (1,750)        (1,540)       (81)    (2,781)

ADMINISTRATIVE EXPENSES          (27)           (25)        (1)      (113)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year              $  94,088     $   65,416   $  3,017   $156,636

</TABLE>


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


                             UNITED AIR LINES, INC.
                GROUND 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                          PARTICIPANT   
                        COMPANY   OVERSEAS   BALANCED      LOAN       
                         FUND       FUND       FUND        FUND         TOTAL  

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

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year    $ 34,624   $ 14,513   $ 32,779   $    15,372   $ 408,405

CONTRIBUTIONS             9,601      5,214      7,028          -         54,706

TRANSFERS
  BETWEEN FUNDS           8,754     10,617      5,454        (6,528)       -   

TRANSFERS
  BETWEEN PLANS             (18)       (27)         7          -            (53)

RESULTS OF INVESTMENT
  ACTIVITY                                                            
    Dividends             3,604        248      1,779          -          5,631
    Interest               -          -          -            1,127      17,582
    Net appreciation
     (depreciation)
     in value of
     investments         (3,445)     1,012     (3,437)         -         (5,502)
                            159      1,260     (1,658)        1,127      17,711

PAYMENTS TO PLAN
  PARTICIPANTS             (853)      (407)    (1,418)         -        (19,694)

PARTICIPANT LOANS        (1,109)      (656)      (694)        8,611        -   

ADMINISTRATIVE
  EXPENSES                  (18)       (11)       (13)         -           (208)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year          $ 51,140   $ 30,503   $ 41,485   $    18,582   $ 460,867

</TABLE>


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



                          UNITED AIR LINES, INC.
             GROUND 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
                           FIXED RATE      INDEX         UAL      BLENDED
                           INVESTMENT    COMMINGLED     STOCK     INCOME 
                              FUND          POOL        FUND       FUND  

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

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year        $  199,448    $   60,645   $    497   $ 47,784

CONTRIBUTIONS                       1        10,033        644     27,449

TRANSFERS BETWEEN FUNDS       (70,299)       (5,895)     1,869     39,568

TRANSFERS BETWEEN PLANS           222           215         10        265

RESULTS OF INVESTMENT
  ACTIVITY                                                       
    Dividends                    -             -          -          -   
    Interest                   11,680          -          -         5,923
    Net appreciation
     in value of
     investments                 -            6,455        418       -   
                               11,680         6,455        418      5,923

PAYMENTS TO PLAN
  PARTICIPANTS                 (4,882)       (1,842)       (67)    (4,758)

PARTICIPANT LOANS              (5,728)       (3,548)      (182)    (4,577)

ADMINISTRATIVE
  EXPENSES                        (70)          (47)        (2)      (112)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year              $  130,372    $   66,016   $  3,187   $111,542

</TABLE>


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



                             UNITED AIR LINES, INC.
                GROUND 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                          PARTICIPANT   
                        COMPANY   OVERSEAS   BALANCED      LOAN       
                         FUND       FUND       FUND        FUND         TOTAL  

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

NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  beginning of year    $ 11,317   $  3,765   $  8,475   $      -      $ 331,931

CONTRIBUTIONS             8,090      2,820      6,324          -         55,361

TRANSFERS
  BETWEEN FUNDS          13,867      6,795     16,145        (2,050)       -   

TRANSFERS
  BETWEEN PLANS              28        (28)        (1)         -            711 

RESULTS OF INVESTMENT
  ACTIVITY
    Dividends               551        432      2,108          -          3,091
    Interest               -          -          -              411      18,014
    Net appreciation
     in value of
     investments          2,580      1,475      1,391          -         12,319
                          3,131      1,907      3,499           411      33,424

PAYMENTS TO PLAN
  PARTICIPANTS             (441)      (169)      (594)         -        (12,753)

PARTICIPANT LOANS        (1,351)      (570)    (1,055)       17,011        -   

ADMINISTRATIVE
  EXPENSES                  (17)        (7)       (14)         -           (269)


NET ASSETS AVAILABLE
  FOR PLAN BENEFITS,
  end of year          $ 34,624   $ 14,513   $ 32,779   $    15,372   $ 408,405

</TABLE>


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



                          UNITED AIR LINES, INC.
             GROUND 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. Ground Employees' 401(k) Retirement 
       Savings Plan (the "Plan") covers all employees of United Air Lines, 
       Inc. ("United") who are members of the International Association of 
       Machinists and Aerospace Workers ("IAM"), have completed one year 
       of service and are at least 21 years of age.  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 pretax earnings, 
       up to 15%, subject to a maximum of $9,240 in 1994 and 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.  The balance in a participant's 
       account is fully vested and nonforfeitable at all times.

       Participants may elect to invest in one or a combination of the 
       investment funds described in note (1)(d).  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 $44,465 and $109,036 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 Fixed Rate Investment Fund is invested under various group 
       annuity contracts with the following insurance companies:

<TABLE>
<CAPTION>
                                                   (In Thousands)      
                      Annual                  Investment Balance as of 
       Insurance     Interest    Contract            November 30       
        Company        Rate      Through         1994           1993   
       <S>            <C>          <C>         <C>            <C>
       Provident       9.02%       1993        $   -          $ 36,491
       Massachusetts   8.58%       1994          36,993         36,910
       Prudential      8.89%       1995          57,095         56,971
                                               $ 94,088       $130,372
</TABLE>

       The Plan's fixed rate investments are stated at contract value and 
       represent amounts on deposit with the insurance companies plus net 
       investment earnings.  Interest rates on the contracts are 
       guaranteed fixed rates through the end of the contracts.  No 
       further contributions can be made to this fund.  In the event of 
       early termination of the contracts, the contract value may be 
       reduced to reflect investment losses incurred by the insurance 
       companies as a result of such early termination.

       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 and from 
       January 12, 1995 to March 15, 1995.


       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

       Withdrawals from the 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 a partial, periodic or lump 
          sum payment.  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.

    f. Plan Termination Provisions

       If the 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 and 
       Salaried Employees's 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.

    e. Transfers between Plans

       Transfers between plans reflects the change in employee coverage 
       and transfer of any related balances between this Plan and other 
       defined contribution plans sponsored by United, including the 
       United Air Lines, Inc. Management and Salaried Employees' 401(k) 
       Retirement Savings Plan or the United Air Lines, Inc. Flight 
       Attendant Employees' 401(k) Retirement Savings Plan.


    f. Participant Loans

       Actively employed participants may borrow up to fifty percent of 
       their fund balance.  The maximum loan amount is $50,000 and the 
       minimum that may be borrowed is $1,000.  Loans are charged against 
       each investment fund in the ratio of the value of the employee's 
       interest in each fund to the total value of the employee's interest 
       in all funds and are held in the Loan Fund.  The loan is repaid 
       through payroll deductions on an after-tax basis for the term of 
       the loan, which is a minimum of six months to a maximum of sixty 
       months and is subject to a reasonable rate of interest (10% as of 
       April 30, 1995).  The amount paid is reinvested in the 
       participant's account based on the investment allocations at the 
       time of repayment.  Prepayment of the full balance of the loan is 
       allowed after six months from the date of the loan without penalty. 
        Participants are able to take out another loan after twelve months 
       from the date the old loan is retired.  Upon the employee's 
       termination of employment, a loan not paid in full within 60 days 
       become a taxable distribution.  Loans in default may be declared 
       due and payable in full immediately, and the Plan administrator may 
       charge the participants' account balances at any time thereafter 
       for the amount of the default.  An administrative fee of $90 is 
       charged to each participant taking a loan and is automatically 
       deducted from the participant's account.


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 the 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. 33-44552) for the United Air Lines, Inc. 
Ground Employees' 401(k) Retirement Savings Plan.

                                    /s/ Arthur Andersen LLP

                                    Arthur Andersen LLP


Chicago, Illinois
May 26, 1995