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.
        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, 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. Ground Employees' 401(k)
       Retirement Savings Plan as of November 30, 1995 and
       1994, 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 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.
                                        Ground 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.
        GROUND 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                              $ 22,021      $  -                                         
                                                                   
  Equity-Income Fund                            4,421         -                                                               
                                                                   
  Growth Company Fund                          81,698        51,140
                                                                   
  Government Securities Fund                      629         -                                                              
                                                                   
  OTC Portfolio                                 7,745         -                                                              
                                                                   
  Overseas Fund                                23,647        30,503
                                                                   
  Balanced Fund                                39,137        41,485
                                                                   
  Asset Manager                                 3,192         -                                                              
                                                                   
  Asset Manager: Growth                         4,128         -                                                              
                                                                   
  Asset Manager: Income                         1,177         -                                                              
                                                                   
  Retirement Money Market Portfolio             1,921         -                                                               
                                                                   
  U.S. Bond Index Portfolio                       471         -                                                               
                                                                   
  U. S. Equity Index Portfolio                 87,290        65,416
                                                                   
  Blended Income Fund                         188,516       156,636
                                                                   
  Fixed Rate Investment Fund                   55,160        94,088
                                                                   
  UAL Stock Fund                                9,877         3,017
                                                                   
  Participant Loan Fund                        19,552        18,582
                                                                   
                                                                   
NET ASSETS AVAILABLE FOR PLAN BENEFITS       $550,582      $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
                                                        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               $   -       $   -       $51,140      $   -                                 
                                                                              
CONTRIBUTIONS                          680         177       4,952           46
                                                                              
TRANSFERS                                                                 
   BETWEEN FUNDS                    19,000       3,777       6,149          550
                                                                          
TRANSFERS                                                                     
   BETWEEN PLANS                       (23)        -          (107)         -
                                                                              
RESULTS OF INVESTMENT                                                         
   ACTIVITY                                                                   
      Dividends                         31          48       1,892           22
      Interest                         -           -           -            -
      Net appreciation                                                    
         in value of investments     2,654         454      20,587           30

                                     2,685         502      22,479           52
                                                                              
PAYMENTS TO PLAN                                                          
   PARTICIPANTS                        (95)        (11)     (1,631)         (12)
                                                                          
PARTICIPANT LOANS                     (223)        (23)     (1,268)          (7)
                                                                              
ADMINISTRATIVE                                                                
   EXPENSES                             (3)         (1)        (16)         -   

NET ASSETS AVAILABLE                                                          
   FOR PLAN BENEFITS,                                                         
   end of year                     $22,021     $ 4,421     $81,698      $   629
                                
</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 
                                                       1995              

                                      OTC      OVERSEAS    BALANCED       ASSET
                                   PORTFOLIO     FUND        FUND        MANAGER
                                                                   
<S>                                <C>         <C>         <C>          <C>  
NET ASSETS AVAILABLE                                                      
   FOR PLAN BENEFITS,                                                         
   beginning of year               $   -       $30,503     $41,485      $   -                                 
                                                                              
CONTRIBUTIONS                          229       3,149       3,247          233
                                                                              
TRANSFERS                                                                 
   BETWEEN FUNDS                     6,626      (9,938)     (8,526)       2,687
                                                                          
TRANSFERS                                                                     
   BETWEEN PLANS                       10          (59)        (52)           4
                                                                              
RESULTS OF INVESTMENT                                                         
   ACTIVITY                                                                   
      Dividends                        121         515       1,632           52
      Interest                         -           -           -            -
      Net appreciation                                                    
         in value of investments       804         939       3,448          387

                                       925       1,454       5,080          439
                                                                              
PAYMENTS TO PLAN                                                          
   PARTICIPANTS                        (13)       (881)     (1,678)        (130)
                                                                          
PARTICIPANT LOANS                      (32)       (574)       (590)         (40)
                                                                              
ADMINISTRATIVE                                                                
   EXPENSES                            -            (7)         (9)          (1) 

NET ASSETS AVAILABLE                                                          
   FOR PLAN BENEFITS,                                                         
   end of year                     $ 7,745     $23,647     $39,137      $ 3,192
                                
</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
                                                             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               $   -       $   -       $   -        $   -        $65,416

                                                            
CONTRIBUTIONS                          490          62         336           45        3,739
                                                            
TRANSFERS                                                
   BETWEEN FUNDS                     3,235       1,018       1,622          384       (1,992)
                                                                                                                   
TRANSFERS                                                   
   BETWEEN PLANS                       (36)        -           -            -            (31)                    
                                                            
RESULTS OF                                                  
INVESTMENT
   ACTIVITY                                                 
      Dividends                        -            29          72           21          - 
      Interest                         -           -           -            -            -
      Net appreciation
         in value of investments       604          91         -             25       24,380

                                       604         120          72           46       24,380 
PAYMENTS TO PLAN                                         
   PARTICIPANTS                        (95)        (18)        (78)         -         (2,883)                             
                                                         
PARTICIPANT LOANS                      (69)         (5)        (31)          (4)      (1,321)
   
ADMINISTRATIVE                                              
   EXPENSES                             (1)        -           -            -            (18)                     
                                                            
                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                     $ 4,128     $ 1,177     $ 1,921      $   471      $87,290
                                                           
</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
                                                              1995
                                                     
                                                FIXED
                                   BLENDED      RATE         UAL       PARTICIPANT
                                   INCOME    INVESTMENT     STOCK         LOAN
                                    FUND        FUND        FUND          FUND        TOTAL
                                                         
                                                     
<S>                                <C>         <C>         <C>          <C>          <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year               $156,636    $94,088     $ 3,017      $18,582      $460,867
                                                           
                                                            
CONTRIBUTIONS                        12,150     (1,224)        -           -          28,491
                                                            
TRANSFERS                                                
   BETWEEN FUNDS                     20,368    (39,741)      3,150       (8,369)          -   
                                                                                                                   
TRANSFERS                                                   
   BETWEEN PLANS                        339         27           1          -              73                     
                                                            
RESULTS OF                                                  
INVESTMENT
   ACTIVITY                                                 
      Dividends                         -          -           -            -           4,435 
      Interest                       12,098      5,167         -          1,359        18,624
      Net appreciation
         in value of investments        -          -         3,969          -          58,372 

                                     12,098      5,167       3,969        1,359        81,431

PAYMENTS TO PLAN                                         
   PARTICIPANTS                     (10,076)    (2,388)       (149)         -         (20,138)

PARTICIPANT LOANS                    (2,923)      (760)       (110)       7,980           - 

ADMINISTRATIVE                                              
   EXPENSES                             (76)        (9)         (1)         -            (142)

NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                     $188,516    $55,160     $ 9,877      $19,552      $550,582
                                                           
</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              

                                     FIXED    U.S. EQUITY
                                     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               $36,624     $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
                  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,
        as amended.

     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 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.  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 $136,107 and $44,465 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

        The Fixed Rate Investment Fund is invested under various group
        annuity contracts with the following insurance companies:

<TABLE>
<CAPTION>
                                                      (In Thousands)
                                                  Investment Balance as of
                          Annual                        November 30
          Insurance      Interest     Contract                                            
          Company          Rate       Through          1995       1994
          <S>              <C>         <C>            <C>        <C>
          Massachusetts    8.58%       1994           $   -      $36,993 
          Prudential       8.89%       1995            55,160     57,095
                                                        
                                                      $55,160    $94,088 
</TABLE>

    
    
        The Plan's fixed rate investments are stated at fair 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.

        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 Manger:
        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 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 and from January 12, 1995 to
        March 15, 1995.  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.  Participants are able to
           defer the distribution of the 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 any, 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, and maintain an employer-employee relationship
           with United Air Lines, Inc., are permitted as follows:
              - 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.
     
     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 
        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 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 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. Management and Salaried Employees' 401(k) Retirement 
        Savings Plan and 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, not to exceed $50,000.  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 (9.25% as of April 30, 1996).  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 becomes a taxable distribution.  Loans in default may
        be declared due and payable in full immediately, and the Plan 
        administrator may charge the participant's 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 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. 33-44552), 
Form S-8 Registration Statement (File No. 33-57331) and Form
S-8 Registration Statement (File No. 333-03041) for the United Air 
Lines, Inc. Ground Employees' 401(k) Retirement Savings Plan.

                                     /s/ Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 24, 1996