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, 1995
                                
                                
                  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, 1995 and
       1994, 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,
       1995 and 1994, 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 23, 1996








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 24, 1996                      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  
                                             
                                             1995       1994
INVESTMENT IN MASTER TRUST                       
<S>                                       <C>        <C>
  Magellan Fund                           $ 17,091   $    _
                                              
  Equity-Income Fund                         4,631        -
                                      
  Growth Company Fund                       68,308     37,475      
                                                
  Government Securities Fund                   261        -
                                             
  OTC Portfolio                              6,051        -
                                                   
  Overseas Fund                             26,565     26,223      
                                          
  Balanced Fund                             27,962     24,310      
                                                   
  Asset Manager                              2,157        -
                                                   
  Asset Manager: Growth                      3,407        -
                                                      
  Asset Manager: Income                        331        -
                                                   
  Retirement Money Market Portfolio          1,120        -

  U.S. Bond Index Portfolio                    352        -
                                                   
  U. S. Equity Index Portfolio              66,960     48,083      

  Stated Return Fund                       145,925    150,149
                                                      
  Blended Income Fund                       33,301     27,881     
                                                      
  UAL Stock Fund                             5,614      1,487           

                                                      
NET ASSETS AVAILABLE FOR PLAN BENEFITS    $410,036   $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        
                                                           1995              
                                      
                                                   EQUITY-     GROWTH       GOVERNMENT
                                     MAGELLAN      INCOME      COMPANY      SECURITIES
                                       FUND         FUND        FUND           FUND
                                                 
<S>                                  <C>          <C>           <C>           <C>
NET ASSETS AVAILABLE                                          
  FOR PLAN BENEFITS,
  beginning of year                  $   -        $   -         $37,475       $   -
                      
CONTRIBUTIONS                          2,029          517        10,469            66
                                             
TRANSFERS                                            
   BETWEEN FUNDS                      13,610        3,617         3,706           173
                                                     
TRANSFERS                                               
   BETWEEN PLANS                         -            -             (11)          -
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                           16           48         1,382            11
      Interest                           -            -             -             -
      Net appreciation
         in value of investments       1,484          478        15,996            17
       
                                       1,500          526        17,378            28
                                             
PAYMENTS TO PLAN                                     
   PARTICIPANTS                          (47)         (29)         (705)           (6)
                                                     
ADMINISTRATIVE                                          
   EXPENSES                               (1)         -              (4)          -
              

NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                       $17,091      $ 4,631       $68,308       $   261

</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
                                                            1995              
    
                                        OTC        OVERSEAS      BALANCED      ASSET
                                     PORTFOLI0       FUND          FUND       MANAGER
                         
<S>                                  <C>           <C>           <C>          <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                 $   -         $26,223       $24,310      $   -
                                                          
CONTRIBUTIONS                            588         6,416         6,197          452
                                                          
TRANSFERS                                              
   BETWEEN FUNDS                       4,846        (6,941)       (5,444)       1,516
                                                       
TRANSFERS                                              
   BETWEEN PLANS                         -              (2)            3          -
                                                       
RESULTS OF                                                
INVESTMENT
   ACTIVITY                                               
      Dividends                           82           446         1,052           24
      Interest                           -             -             -            -
      Net appreciation
         in value of investments         540           860         2,251          181
of investments
                                         622         1,306         3,303          205
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS                           (5)         (435)         (403)         (16)
                                                       
ADMINISTRATIVE                                            
   EXPENSES                              -              (2)           (4)         -
                                                          
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                       $ 6,051       $26,565       $27,962      $ 2,157

</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
                                                            1995
                                                         
                                                                                               US
                                      ASSET         ASSET       RETIREMENT      US           EQUITY
                                     MANAGER:      MANAGER:       MONEY        BOND          INDEX
                                      GROWTH        INCOME        MARKET       INDEX       PORTFOLIO
                                                     
<S>                                  <C>            <C>          <C>          <C>          <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                 $   -          $   -        $   -        $   -        $48,083
                                                            
CONTRIBUTIONS                            796             52          216           72        3,316
                                                            
TRANSFERS                                                
   BETWEEN FUNDS                       2,145            255          882          256       (1,797)
                                                         
TRANSFERS                                                   
   BETWEEN PLANS                         -              -            -            -             (2)

RESULTS OF INVESTMENT
   ACTIVITY                                                 
      Dividends                          -                6           36           11          -
      Interest                           -              -            -            -            -
      Net appreciation
         in value of investments         489             18          -             13       17,920

                                         489             24           36           24       17,920
                                                            
PAYMENTS TO PLAN                                         
   PARTICIPANTS                          (23)           -            (14)         -           (557)

ADMINISTRATIVE                                              
   EXPENSES                             -               -            -            -             (3)

                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                       $ 3,407        $   331      $ 1,120      $   352      $66,960

</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
                                                            1995
                                                       
                                      STATED         BLENDED        UAL        
                                      RETURN         INCOME        STOCK       
                                       FUND           FUND         FUND         TOTAL
                                                   
<S>                                  <C>            <C>          <C>          <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                 $150,149       $27,881      $ 1,487      $315,608

CONTRIBUTIONS                            -            9,064          991        41,241

TRANSFERS                                              
   BETWEEN FUNDS                      (12,430)       (5,039)         645          -

TRANSFERS                                              
   BETWEEN PLANS                          (24)           65            1            30

RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends                          -             -            -            3,114
      Interest                         10,063         2,013         -           12,076
      Net appreciation
         in value of investments         -             -           2,526        42,773

                                       10,063         2,013        2,526        57,963

PAYMENTS TO PLAN                                       
   PARTICIPANTS                        (1,823)         (656)         (36)       (4,755)

ADMINISTRATIVE                                            
   EXPENSES                               (10)          (27)        -              (51)

                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                       $145,925       $33,301      $ 5,614      $410,036

</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      $16,473

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
                  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.  Eligible employees are
        eligible to become participants on their date of hire.  The
        Plan is contributory and is subject to the Employee Retirement
        Income Security Act of 1974, as amended.

     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% of each paycheck, subject to a maximum of $9,240 in 1995
        and $9,500 in 1996.  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)(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 $279,848 and $8,084 for 1995 and 1994, 
        respectively, which were transferred from other qualified plans 
        as rollovers under Internal Revenue 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

        Fidelity provides each participant with fifteen investment options:  
        Fidelity Magellan Fund; Fidelity Equity-Income Fund; Fidelity Growth 
        Company Fund; Fidelity Government Securities Fund; Fidelity OTC 
        Portfolio; Fidelity Overseas Fund; Fidelity Balanced Fund; Fidelity 
        Asset Manager; Fidelity Asset Manager: Growth; Fidelity Asset 
        Manager: Income; Fidelity Retirement Money Market Portfolio; 
        Fidelity U.S. Bond Index Portfolio; Fidelity U.S. Equity Index 
        Portfolio; Blended Income Fund and the UAL Stock 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 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 1995 and 1994 were 7.00% and 6.47%, respectively.  However, 
        no further contributions can be made to this fund.

        The Fidelity U.S. Equity Index Portfolio 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.
       
        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 stated at fair 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 believes accurately 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 Magellan Fund invests primarily in securities of 
        domestic, foreign, and multinational issuers in the form of 
        common stocks, securities convertible into common stocks, and,
        occasionally, debt securities.

        The Fidelity Equity-Income Fund invests primarily in income-
        producing equity securities, both domestic and foreign.  It 
        seeks to achieve income greater than that of the S&P 500.

        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 Government Securities Fund invests primarily 
        in fully guaranteed U.S. government bonds with any maturity.  
        The average maturity is approximately two to five years.

        The Fidelity OTC Portfolio primarily invests in stocks traded 
        in the "over-the counter" market, which involves the investment 
        in securities of smaller, lesser-known companies.

        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.

        The Fidelity Asset Manager invests in stocks, bonds and short-term 
        instruments in both domestic and foreign markets to achieve high 
        total returns in the long run.  The allocation between these three 
        types of investments is generally 40%, 40%, and 20%, respectively, 
        however it may vary between the following ranges: stocks - 10% to 
        60%, bonds - 20% to 60%; and short-term instruments - 0% to 70%.

        The Fidelity Asset Manager: Growth: invests in stocks, bonds and 
        short-term instruments in both domestic and foreign markets to 
        achieve long term maximum total investment return.  The
        allocation between these three types of investments is generally 
        65%, 30%, and 5%, respectively, however it may vary between the 
        following ranges: stocks - 0% to 100%, bonds - 0% to 100%; and
        short-term instruments - 0% to 100%.

        The Fidelity Asset Manager: Income: invests in stocks, bonds and 
        short-term instruments in both domestic and foreign markets to 
        achieve a high level of current income, and capital appreciation.
        The allocation between these three types of investments is
        generally 20%, 30%, and 50%, respectively, however it may vary 
        between the following ranges: stocks - 0% to 35%, bonds - 20% to 
        45%; and short-term instruments - 20% to 80%.

        The Fidelity Money Market Trust: Retirement Money Market Portfolio: 
        invests in  high quality, low risk domestic and foreign money market 
        instruments, primarily short-term instruments with maturities of 
        three months or less.

        The Fidelity U.S. Bond Index Portfolio primarily invests in 
        securities included in the Lehman Brothers Aggregate Bond Index 
        in order to achieve comparable investment results.
       
        Fidelity is authorized to engage in the lending of certain Plan 
        assets.  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.

        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.
        On May 20, 1996 (with a May 6, 1996 record date), UAL Common Stock
        underwent a 4 for 1 stock split.  Shares held in the UAL Stock Fund
        were adjusted accordingly.
       
     e. Withdrawals

        Withdrawals from the Plan may be made as follows, as applicable to the 
        participant's eligibility, amount requested, and existing balances:

           Participants who have separated from service (for reasons other 
           than death) may elect payment in the form of a lump sum, periodic 
           distributions, irregular partial distributions, or through the 
           purchase of an annuity.  Distributions may also be directly rolled 
           over into an IRA or qualified plan.

           Withdrawals of balances attributable to the United Air lines, Inc. 
           Flight Attendant Employees' Savings Plan or "the Prior Plan" are 
           normally made in the form of a single life annuity, if the
           participant is unmarried, or a 50% contingent annuity with the
           spouse as the contingent annuitant, if the participant is married.
           Spousal consent is required if the participant elects to take a
           distribution in the form of a lump sum payment, periodic
           distributions, or other forms of annuities.  Withdrawals of
           balances from the 401(k) account may be made in the form of a lump
           sum, periodic distributions, irregular partial distributions, or
           through the purchase of an annuity other than a life annuity.
           Spousal consent is not required for distribution of 401(k)
           balances.  Participants are able to defer the distribution of
           balances attributable to "the Prior Plan" and the 401(k) account
           until April 1 of the next calendar year after reaching age 70-1/2.

           Distributions of accounts due to death of a participant may be 
           taken by the participant's beneficiary in the form of a lump sum
           payment or through the purchase of an annuity, subject to the 
           limitations of Internal Revenue Code 401(a)(9).  The participant's
           surviving spouse, if married, is automatically the beneficiary of
           the account, unless the spouse waives this right.

           In-service withdrawals for participants, who are actively 
           employed or are absent due to reasons of illness, layoff, or 
           approved leave of absence, who maintain an employer-employee 
           relationship with United Air Lines, Inc. are permitted as follows:
               - Discretionary withdrawals of post-tax contributions and 
                 earnings
               - Hardship withdrawals from 401(k) account, subject to 
                 restrictions described in the Plan 
               - After reaching age 59-1/2, subject to certain requirements 
                 specified in the Plan, all or a portion of the participant's 
                 401(k) account may be withdrawn 
               - Upon reaching age 70-1/2, minimum distributions required 
                 under Internal Revenue Code 401(a)(9) must be taken no later
                 than April 1 following the calendar year that the participant
                 has reached age 70-1/2.

           In the case that a participant's account has never exceeded 
           $3,500, total distribution of the account will be made in a lump 
           sum payment upon termination of employment or death.

           Generally, withdrawals are allocated pro-rata to the balances of 
           each of the investment funds in the participant's account.
           Alternatively, the participant may specify which fund(s) that
           distribution is made from.  Distributions from UAL Stock Fund,
           may be made in cash, or in whole shares of UAL Corporation common
           stock, with fractional shares distributed in cash.  Certain
           restrictions on withdrawals may apply for participants domiciled
           in, or residents of, non-U.S. locations.

     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
        and will be distributed in accordance with the normal distribution
        rules of the Plan.


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 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, where applicable, 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. Ground Employees' 401(k) Retirement Savings
        Plan and the United Air Lines, Inc. Management and Salaried 
        Employees' 401(k) Retirement Savings Plan.


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 a revised determination letter
     has been requested from the Internal Revenue Service.
    








                                           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, 1995, into UAL's previously filed Form S-8 
and Post Effective Amendment No. 1 to Form S-8 Registration Statement 
(File No. 33-44553) and Form S-8 Registration Statement 
(File No. 33-62749) for the United Air Lines, Inc. Flight Attendant 
Employees' 401(k) Retirement Savings Plan.


                                     /s/   Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 24, 1996