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, 1996
                               
                               
                  Commission File No. 1-6033
                               
                               
                    United Air Lines, Inc.
              Management and Salaried 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. Management and Salaried
       Employees' 401(k) Retirement Savings Plan as of
       November 30, 1996 and 1995, 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. Management
       and Salaried Employees' 401(k) Retirement Savings
       Plan as of November 30, 1996 and 1995, 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, 1997


       


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.
                                        Management and Salaried
                                        Employees' 401(k)
                                        Retirement Savings Plan





                                       By  /s/   Douglas A. Hacker

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

                               
Dated May 28, 1997                               

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

<TABLE>
<CAPTION>
                                          November 30
                                      1996           1995
INVESTMENT IN MASTER TRUST                       
<S>                                 <C>            <C>
  Magellan Fund                     $ 42,927       $ 29,207
                                                      
  Equity-Income Fund                  23,553          6,160
                                                      
  Growth Company Fund                137,108         96,820
                                         
  Government Securities Fund           1,893            826
                                                      
  OTC Portfolio                       22,691          7,798
                                                      
  Overseas Fund                       34,398         28,518
                                        
  Balanced Fund                       48,194         49,485
                                                      
  Asset Manager                        9,425          5,103
                                                      
  Asset Manager: Growth               12,539          6,840
                                          
  Asset Manager: Income                2,314          1,597
                                                      
  Retirement Money Market Portfolio    5,489          2,878
                                                      
  U. S. Bond Index Portfolio           2,290          1,204
                                                      
  U. S. Equity Index Portfolio       148,005        112,127
                                         
  Blended Income Fund                199,006        182,007
                                                      
  Fixed Rate Investment Fund             -           66,254
                                        
  UAL Stock Fund                      30,276         10,913
                                                      
  Participant Loan Fund               14,894         14,864
                                                      
                                                      
NET ASSETS AVAILABLE FOR PLAN       
   BENEFITS                         $735,002       $622,601
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                          (In Thousands)
                               

<TABLE>
<CAPTION>
                              Year ended November 30
                                       1996
                                                      
                                 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   $29,207   $ 6,160   $96,820   $   826
                                                        
CONTRIBUTIONS            4,103     1,265     8,337       139
                                                        
TRANSFERS                                            
   BETWEEN FUNDS         6,284    13,011    14,713     1,063
                                     
TRANSFERS                                               
   BETWEEN PLANS           111        90       594         1
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends          8,403       736     5,028       122
      Interest               3         1         2       -
      Net appreciation
         (depreciation)
         in value of      
         investments    (3,257)    3,128    17,095       (53)
                         5,149     3,865    22,125        69
                                                        
PAYMENTS TO PLAN                                     
   PARTICIPANTS         (1,505)     (740)   (4,349)     (196)
                                                     
PARTICIPANT LOANS         (413)      (91)   (1,108)       (8)
                                                        
ADMINISTRATIVE                                          
   EXPENSES                 (9)       (7)      (24)       (1)
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $42,927   $23,553  $137,108   $ 1,893
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                          (In Thousands)
                               

<TABLE>
<CAPTION>
                               Year ended November 30
                                       1996
                                                       
                        OTC      OVERSEAS  BALANCED   ASSET
                      PORTFOLIO    FUND      FUND    MANAGER
                         
<S>                    <C>       <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $ 7,798   $28,518   $49,485   $ 5,103
                                                          
CONTRIBUTIONS            1,453     2,764     3,222       601
                                                          
TRANSFERS                                              
   BETWEEN FUNDS        10,266      (129)   (7,261)    2,981

TRANSFERS                                              
   BETWEEN PLANS            74        86       107         2
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends          1,851       681     2,144       263
      Interest             -         -         -         -
      Net appreciation
         (depreciation)
         in value of     
         investments     1,964     3,970     3,177     1,021
                         3,815     4,651     5,321     1,284
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS           (590)   (1,234)   (2,377)     (463)
                                     
PARTICIPANT LOANS         (123)     (253)     (289)      (81)
                                                          
ADMINISTRATIVE                                            
   EXPENSES                 (2)       (5)      (14)       (2)
                                                          
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $22,691   $34,398   $48,194   $ 9,425
                               
</TABLE>

                               
                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                          (In Thousands)

<TABLE>
<CAPTION>
                                    Year ended November 30
                                             1996
                                                     
                                          RETIREMENT     US         US
                        ASSET     ASSET     MONEY       BOND      EQUITY
                       MANAGER:  MANAGER:   MARKET     INDEX      INDEX
                        GROWTH    INCOME  PORTFOLIO  PORTFOLIO  PORTFOLIO
                                                        
                                                        
<S>                    <C>       <C>      <C>        <C>        <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $ 6,840   $ 1,597  $ 2,878    $ 1,204    $112,127
                                                               
CONTRIBUTIONS            1,221       145      680        187       5,686
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS         2,742       648    2,087        907       3,784
                                                            
TRANSFERS                                                      
   BETWEEN PLANS            74         6       (2)         2         158
                                                               
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            109       120      178        132         -
      Interest               1         3        6        -             3
      Net appreciation
         (depreciation)
         in value of     
         investments     1,983       100      -          (26)     32,272
                         2,093       223      184        106      32,275
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS           (324)     (274)    (267)       (110)    (4,878)
                                                            
PARTICIPANT LOANS         (104)      (30)     (69)         (6)    (1,118)
                                                               
ADMINISTRATIVE                                                 
   EXPENSES                 (3)       (1)      (2)        -          (29)
                                                               
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $12,539   $ 2,314  $ 5,489     $ 2,290   $148,005
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                          (In Thousands)
                               

<TABLE>
<CAPTION>
                                    Year ended November 30
                                        1996
                                                            
                                   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   $182,007  $66,254    $10,913  $14,864    $622,601
                                                               
CONTRIBUTIONS            11,123      -        1,261      -        42,187

TRANSFERS                                                   
   BETWEEN FUNDS          6,876  (66,420)    15,733   (7,285)        -    
                                                            
TRANSFERS                                                   
   BETWEEN PLANS            384       (8)       266      -         1,945
                                                            
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends             -        -          -        -        19,767
      Interest           12,514      520         (5)   1,122      14,170
      Net appreciation
         (depreciation)
         in value of        
         investments        -        -        3,143      -        64,517
                         12,514      520      3,138    1,122      98,454
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS         (11,606)    (313)      (713)     -       (29,939)
                       
PARTICIPANT LOANS        (2,151)     (33)      (316)   6,193         -
                                                               
ADMINISTRATIVE                                                 
   EXPENSES                (141)     -           (6)     -          (246)
                                                               
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $199,006  $   -      $30,276  $14,894    $735,002
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED 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   $   -     $   -    $59,122   $   -
                                                        
CONTRIBUTIONS            1,566       387    8,064        75
                                                        
TRANSFERS                                            
   BETWEEN FUNDS        24,443     5,043    5,842       679
                                                     
TRANSFERS                                               
   BETWEEN PLANS            15       -         (6)       (1)
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends             43        78    2,169        31
      Interest             -         -          5       -
      Net appreciation
         in value of     
         investments     3,392       708   23,901        49                         
                         3,435       786   26,075        80
                                                        
PAYMENTS TO PLAN                                     
   PARTICIPANTS           (131)      (21)  (1,583)       (2)
                                                     
PARTICIPANT LOANS         (119)      (34)    (682)       (5)
                                                        
ADMINISTRATIVE                                          
   EXPENSES                 (2)       (1)     (12)      - 
                                   
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $29,207   $ 6,160  $96,820   $   826
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED 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   $   -      $34,072   $49,601   $   -
                                                          
CONTRIBUTIONS              511      4,136     4,888       499
                                                          
TRANSFERS                                              
   BETWEEN FUNDS         6,391    (10,096)   (8,873)    4,054
                                    
TRANSFERS                                              
   BETWEEN PLANS           (10)        39         3        (6)
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends            118        577     1,987        84
      Interest             -           (1)      -         -
      Net appreciation
         in value of       
         investments       816        983     4,189       624
                           934      1,559     6,176       708
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS             (7)      (853)   (1,905)     (116)
                                                       
PARTICIPANT LOANS          (21)      (334)     (397)      (35)
                                                          
ADMINISTRATIVE                                            
   EXPENSES                -           (5)       (8)       (1)
                                                          
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $ 7,798    $28,518   $49,485   $ 5,103
                               
</TABLE>

                               
                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED 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
                                                             
                                          RETIREMENT    US        US
                        ASSET    ASSET      MONEY      BOND     EQUITY
                       MANAGER: MANAGER:   MARKET     INDEX     INDEX
                        GROWTH  INCOME    PORTFOLIO PORTFOLIO  PORTFOLIO
                                                  
                                                        
<S>                    <C>      <C>       <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $   -    $   -     $   -     $   -     $80,147
                                                               
CONTRIBUTIONS            1,092      121       670        96     6,329
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS         4,791    1,335     2,210     1,033      (513)
                                                            
TRANSFERS                                                      
   BETWEEN PLANS           (12)     -          (3)      -        (190)
                                                               
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            -         49       92        36        -
      Interest             -        -        -         -            1
      Net appreciation
         in value of     
         investments     1,056      153      -          47     29,943
                         1,056      202       92        83     29,944
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS            (51)     (42)     (51)       (6)    (2,466)

PARTICIPANT LOANS          (35)     (19)     (39)       (2)    (1,107)
                                                               
ADMINISTRATIVE                                                 
   EXPENSES                 (1)     -         (1)      -          (17)
                                                               
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $ 6,840  $ 1,597  $ 2,878   $ 1,204   $112,127
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED 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   $142,404   $116,481    $ 4,164  $15,069    $501,060
                                                               
CONTRIBUTIONS            14,891        -          345      -        43,670
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS         22,005    (52,966)     1,290   (6,668)        -
                                                            
TRANSFERS                                                   
   BETWEEN PLANS            171        (96)        (7)     -        (103)
                                                            
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends             -          -          -        -       5,264
      Interest           11,391      6,089         22    1,033    18,540
      Net appreciation
         in value of        
         investments        -          -        5,274      -      71,135
                         11,391      6,089      5,296    1,033    94,939
                         
PAYMENTS TO PLAN                                            
   PARTICIPANTS          (6,828)    (2,696)       (80)     -     (16,838)
                                                            
PARTICIPANT LOANS        (1,957)      (551)       (93)   5,430       -
                                                               
ADMINISTRATIVE                                                 
   EXPENSES                 (70)        (7)        (2)     -        (127)
                                                               
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $182,007    $66,254    $10,913  $14,864  $622,601
                               
</TABLE>

                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                      UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED 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. Management and Salaried
        Employees' 401(k) Retirement Savings Plan (the "Plan")
        covers management and salaried employees on the first
        day of the calendar month following the date of hire
        and meteorologist employees of United Air Lines, Inc.
        ("United") who 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
        $9,500 in 1996 and 1997.  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 $1,481,719 and $818,355 for 1996
        and 1995, respectively, which were transferred from
        other qualified plans as rollovers under Internal
        Revenue Code Sections 401(a) and 401(k).

        Effective December 1, 1995, the Plan was amended to
        provide that salaried employees who are hired on or
        after February 1, 1994, are eligible to receive a two
        percent company contribution after completing two years
        of credited service.  Eligible employees are one
        hundred percent vested in the company contribution at
        the time made.
        
     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 was invested under
        various group annuity contracts with the following
        insurance company as of November 30, 1995:
        

<TABLE>
<CAPTION>
                                                  (In Thousands)
                                                   Investment
                                                  Balance as of
                        Annual                     November 30
          Insurance    Interest    Contract           
          Company       Rate       Through            1995
          <S>           <C>         <C>              <C>
          Prudential    8.89%       1995             $66,254
                                                          
                                                     $66,254
</TABLE>


        The Plan's fixed rate investments were stated at fair
        value and represented amounts on deposit with the
        insurance company 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 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 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.  The contracts
        held by the Blended Income Fund are fully benefit
        responsive, and accordingly, have been included in
        the financial statements at contract value.  There
        are no reserves against contract value for credit
        risk of the contract issuers or otherwise.  The fair
        value of the investment contracts at November 30,
        1996 was $202,587.  The average yield for the year
        ending November 30, 1996 was approximately 6.6%.  
        The crediting interest rate as of November 30, 1996 
        was approximately  6.3%.  At November 30, 1995, the
        contract value of the investment contracts approximated
        the 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 the 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 (in regards to salaried employees)
           or approved leave of absence who 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.  Effective
              January 1, 1997, active participants that
              have reached age 70-1/2 may choose to defer
              distribution.

           If 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 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 and 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 Company 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. Flight Attendant
        Employees' 401(k) Retirement Savings Plan.

     f. Participant Loans
    
        Participants may borrow up to fifty percent of their
        account 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 March 31, 1997).  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 July
     16, 1996.  The Internal Revenue Service confirmed that the
     Plan, as written, was in compliance with the requirements
     of the Internal Revenue Code and that the trust was tax
     exempt.
     
     






                                             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, 1996, into UAL's
previously filed Form S-8 and Post Effective Amendment
No. 1 to Form S-8 Registration Statement (File No. 33-
38613) for the United Air Lines, Inc. Management and
Salaried Employees' 401(k) Retirement Savings Plan.



                                     /s/ Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 23, 1997