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.
   Flight Attendant Employees' 401(k) Retirement Savings Plan
                    (Full title of the Plan)
                                
                     United Air Lines, Inc.
                 (Employer sponsoring the Plan)
                                
                         UAL Corporation
        (Issuer of the shares held pursuant to the Plan)
                                
                                
        1200 Algonquin Road, Elk Grove Township, Illinois
                        Mailing Address:
            P.O. Box 66100, Chicago, Illinois  60666
            (Address of principal executive offices)
                                
                                
                                
            

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                
                                
                                
       To the Board of Directors
       of United Air Lines, Inc.:
       
       We have audited the accompanying statement of net
       assets available for plan benefits of the United
       Air Lines, Inc. Flight Attendant Employees' 401(k)
       Retirement Savings Plan as of November 30, 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. Flight Attendant 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.
                                          Flight Attendant 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.
   FLIGHT ATTENDANT 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                      $ 24,337   $ 17,091
                                                      
  Equity-Income Fund                   13,650      4,631
                                          
  Growth Company Fund                  99,574     68,308
                                          
  Government Securities Fund            1,059        261
                                                      
  OTC Portfolio                        15,236      6,051
                                          
  Overseas Fund                        36,521     26,565
                                          
  Balanced Fund                        31,972     27,962
                                         
  Asset Manager                         3,606      2,157
                                                      
  Asset Manager: Growth                 6,362      3,407
                                                      
  Asset Manager: Income                   383        331
                                                      
  Retirement Money Market Portfolio     3,656      1,120
                                                      
  U.S. Bond Index Portfolio               742        352
                                                      
  U. S. Equity Index Portfolio         89,866     66,960
                                        
  Stated Return Fund                  138,477    145,925
                                                  
  Blended Income Fund                  36,888     33,301
                                                    
  UAL Stock Fund                       14,356      5,614
                                                      
                                                      
NET ASSETS AVAILABLE FOR PLAN        $516,685   $410,036
   BENEFITS                                        
                                
</TABLE>

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

<TABLE>
<CAPTION>
                                Year ended November 30
                                        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   $17,091   $ 4,631   $68,308  $   261
                                                        
CONTRIBUTIONS            5,576     1,893    13,270      106
                                             
TRANSFERS                                            
   BETWEEN FUNDS          (576)    5,355     4,758      664
                                                     
TRANSFERS                                               
   BETWEEN PLANS             1       -         (21)     -  

RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends          4,364       422     3,512       27
      Interest             -         -         -        -
      Net appreciation
         (depreciation)
         in value of                
         investments    (1,604)    1,653    11,748        6
                         2,760     2,075    15,260       33
                                             
PAYMENTS TO PLAN                                     
   PARTICIPANTS           (513)     (300)   (1,991)      (5)
                                            
ADMINISTRATIVE                                          
   EXPENSES                 (2)       (4)      (10)     -  
                                                    
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $24,337   $13,650   $99,574  $ 1,059
                        
</TABLE>

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

<TABLE>
<CAPTION>
                                  Year ended November 30
                                          1996
                                                       
                          OTC      OVERSEAS   BALANCED   ASSET
                       PORTFOLIO    FUND        FUND    MANAGER
                                                   
<S>                    <C>         <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $ 6,051     $26,565   $27,962    2,157
                                      
CONTRIBUTIONS            2,165       5,782     5,133      717
                                                          
TRANSFERS                                              
   BETWEEN FUNDS         4,877         394    (3,663)     311
                                               
TRANSFERS                                              
   BETWEEN PLANS           -           -          (1)     - 
                         
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends          1,249         637     1,290       96
      Interest              (1)          1         1      -
      Net appreciation
         (depreciation)
         in value of     
         investments     1,120       4,017     2,170      382
                         2,368       4,655     3,461      478
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS           (225)       (874)     (911)     (56)
                                                       
ADMINISTRATIVE                                            
   EXPENSES                -            (1)       (9)      (1)
                         
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $15,236     $36,521   $31,972  $ 3,606
                        
</TABLE>

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

<TABLE>
<CAPTION>
                                    Year ended November 30
                                             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  $ 3,407   $   331   $ 1,120    $   352   $66,960
               
CONTRIBUTIONS           1,290       109       420        144     4,065
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS          720       (59)    2,067        235       775
                                                            
TRANSFERS                                                      
   BETWEEN PLANS          -         -         -          -          (1)
                     
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            53        19       111         40       -
      Interest            -         -         -          -           1
      Net appreciation
         (depreciation)
         in value of                                     
         investments      980        16       -            3    19,287
                        1,033        35       111         43    19,288
                                                              
PAYMENTS TO PLAN                                            
   PARTICIPANTS           (86)      (33)      (61)       (32)   (1,217)
                                                        
ADMINISTRATIVE                                                 
   EXPENSES                (2)      -          (1)       -          (4)
                                                 
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year        $ 6,362   $   383   $ 3,656    $   742   $89,866
                   
</TABLE>

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

<TABLE>
<CAPTION>
                                Year ended November 30
                                        1996
                                                       
                        STATED    BLENDED     UAL        
                        RETURN    INCOME     STOCK       
                         FUND      FUND      FUND     TOTAL
                                                   
                                                   
<S>                     <C>       <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year    $145,925  $33,301   $ 5,614   $410,036

CONTRIBUTIONS                 (4)   8,417     2,001     51,084
                                                         
TRANSFERS                                              
   BETWEEN FUNDS         (15,289)  (5,948)    5,379        -
                          
TRANSFERS                                              
   BETWEEN PLANS             (18)      71       (30)         1
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends              -        -         -       11,820
      Interest             9,520    2,222         1     11,745
      Net appreciation
         (depreciation)
         in value of                     
         investments         -        -       1,643     41,421
                           9,520    2,222     1,644     64,986
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS           (1,642)  (1,096)     (251)    (9,293)
                           
ADMINISTRATIVE                                            
   EXPENSES                  (15)     (79)       (1)      (129)
                                             
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year          $138,477  $36,888   $14,356   $516,685
                          
</TABLE>

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

<TABLE>
<CAPTION>
                                Year ended November 30
                                        1995
                                                      
                                 EQUITY-   GROWTH   GOVERNMENT
                       MAGELLAN  INCOME    COMPANY  SECURITIES
                         FUND     FUND      FUND       FUND
                                                 
                                                 
<S>                    <C>       <C>      <C>      <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $   -     $   -    $37,475  $   -
                                           
CONTRIBUTIONS            2,029       517   10,469       66
                                             
TRANSFERS                                            
   BETWEEN FUNDS        13,610     3,617    3,706      173
                            
TRANSFERS                                               
   BETWEEN PLANS           -         -        (11)     -  
                         
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends             16        48    1,382       11
      Interest             -         -        -        -
      Net appreciation
         in value of     
         investments     1,484       478   15,996       17                          
                         1,500       526   17,378       28
                                             
PAYMENTS TO PLAN                                     
   PARTICIPANTS            (47)      (29)    (705)      (6)
                                                     
ADMINISTRATIVE                                          
   EXPENSES                 (1)      -         (4)     -  
                                  
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $17,091   $ 4,631  $68,308  $   261
                        
</TABLE>

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

<TABLE>
<CAPTION>
                                 Year ended November 30
                                         1995
                                                       
                          OTC     OVERSEAS  BALANCED   ASSET
                       PORTFOLIO    FUND      FUND    MANAGER
                                                    
                                                    
<S>                    <C>        <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $   -      $26,223   $24,310   $   -

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

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

<TABLE>
<CAPTION>
                                   Year ended November 30
                                            1995
                                                            
                                         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   $   -    $   -    $   -      $   -      $48,083
                                                               
CONTRIBUTIONS              796       52      216         72      3,316
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS         2,145      255      882        256     (1,797)
                                                            
TRANSFERS                                                      
   BETWEEN PLANS           -        -        -          -           (2)

RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            -          6       36         11        -
      Interest             -        -        -          -          -
      Net appreciation
         in value of       
         investments       489       18      -           13     17,920
                           489       24       36         24     17,920
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS            (23)     -        (14)       -         (557)

ADMINISTRATIVE                                                 
   EXPENSES                -        -        -          -           (3)
                                                               

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

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

<TABLE>
<CAPTION>
                              Year ended November 30
                                       1995
                                                       
                        STATED    BLENDED     UAL        
                        RETURN    INCOME     STOCK       
                         FUND      FUND      FUND     TOTAL
                                                   
                                                   
<S>                    <C>       <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,   
   beginning of year   $150,149  $27,881   $ 1,487   $315,608
                                                          
CONTRIBUTIONS               -      9,064       991     41,241

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

TRANSFERS                                              
   BETWEEN PLANS            (24)      65         1         30
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends             -        -         -        3,114
      Interest           10,063    2,013       -       12,076
      Net appreciation
         in value of                         
         investments        -        -       2,526     42,773
                         10,063    2,013     2,526     57,963
                            
PAYMENTS TO PLAN                                       
   PARTICIPANTS          (1,823)    (656)      (36)    (4,755)
                                                       
ADMINISTRATIVE                                            
   EXPENSES                 (10)     (27)      -          (51)
                                             
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $145,925  $33,301   $ 5,614   $410,036
                                
</TABLE>

                                
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                                
                                
                     UNITED AIR LINES, INC.
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
                  NOTES TO FINANCIAL STATEMENTS
                                
                                
                                
1.   DESCRIPTION OF THE PLAN
    
     This description is for general information purposes only.
     Participants should refer to their summary plan
     description and individual employee benefit statement for
     detailed benefit information.
    
     a. General and Plan Participants

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

     b. Contributions and Vesting

        Eligible employees may elect to contribute to the Plan,
        in multiples of 1%, any percentage of their covered
        earnings, up to 25% of each paycheck, subject to a
        maximum of $9,500 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.  Participants are immediately vested in
        their employee contributions.

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

        Contributions include $326,534 and $279,848 for 1996
        and 1995, respectively, which were transferred from
        other qualified plans as rollovers under Internal
        Revenue Code Sections 401(a) and 401(k).

     c. Trustee and Recordkeeper

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

     d. Master Trust Funds

        Fidelity provides each participant with fifteen
        investment options:  Fidelity Magellan Fund; Fidelity
        Equity-Income Fund; Fidelity Growth Company Fund;
        Fidelity Government Securities Fund; Fidelity OTC
        Portfolio; Fidelity Overseas Fund; Fidelity Balanced
        Fund; Fidelity Asset Manager; Fidelity Asset Manager:
        Growth; Fidelity Asset Manager: Income; Fidelity
        Retirement Money Market Portfolio; Fidelity U.S. Bond
        Index Portfolio; Fidelity U.S. Equity Index Portfolio;
        Blended Income Fund and the UAL Stock Fund.  These funds
        are managed by Fidelity or Fidelity Investments (manager
        of Fidelity Mutual Funds).  The investments represent the
        Plan's allocable share of the funds.
    
    
        The Stated Return Fund is invested in Connecticut
        General's general portfolio.  The investment in and
        interest earned on the Stated Return Fund are
        guaranteed against loss by Connecticut General.
        Interest is credited monthly to the participant's
        account and is net of administrative expenses.  The
        rate of interest for any period of time is determined
        by Connecticut General and may be changed from time to
        time.  Any such change will be declared in advance and
        will become effective as of the first day of the month
        immediately following the date the notice is given.
        The net rate for 1996 and 1995 was 7.00%.  However, no
        further contributions can be made to this fund.

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

        Assets in the UAL Stock Fund are invested in UAL
        Corporation common stock and are valued at market prices
        quoted on the NYSE.  Participants may invest in the UAL
        Stock Fund through direct earnings deferrals.
       
        The Blended Income Fund includes investment contracts
        purchased by Fidelity from approved institutions that
        meet its stringent credit standards at the time of
        purchase.  The fund may also include other high
        quality, income-oriented investments.  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 $37,353.  
        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.  On May
        20, 1996 (with a May 6, 1996 record date), UAL Common
        Stock underwent a 4 for 1 stock split.  Shares held in
        the UAL Stock Fund were adjusted accordingly.
       
       
     e. Withdrawals

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

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


           Withdrawals of balances attributable to the United Air
           Lines, Inc. Flight Attendant Employees' Savings Plan
           or "the Prior Plan" are normally made in the form of a
           single life annuity, if the participant is unmarried,
           or a 50% contingent annuity with the spouse as the
           contingent annuitant, if the participant is married.
           Spousal consent is required if the participant elects
           to take a distribution in the form of a lump sum
           payment, periodic distributions, or other forms of
           annuities.  Withdrawals of balances from the 401(k)
           account may be made in the form of a lump sum,
           periodic distributions, irregular partial
           distributions, or through the purchase of an annuity
           other than a life annuity.  Spousal consent is not
           required for distribution of 401(k) balances.
           Participants are able to defer the distribution of
           balances attributable to "the Prior Plan" and the
           401(k) account until April 1 of the next calendar
           year after reaching age 70-1/2.
           
           Distributions of accounts due to 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, or approved leave of absence who
           maintain an employer-employee relationship with United
           Air Lines, Inc. are permitted as follows in lump sum
           form only:
            - Discretionary withdrawals of post-tax contributions
              and earnings
            - Hardship withdrawals from 401(k) account, subject
              to restrictions described in the Plan
            - After reaching age 59-1/2, subject to certain
              requirements specified in the Plan, all or a
              portion of the participant's 401(k) account may be
              withdrawn
            - Upon reaching age 70-1/2, minimum distributions
              required under Internal Revenue Code
              401(a)(9) must be taken no later than April 1
              following the calendar year that the
              participant has reached age 70-1/2.  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.
           Certain restrictions on withdrawals may apply for
           participants domiciled in, or residents of, non-U.S.
           locations.

     f. Plan Termination Provisions

        If the Plan is terminated, all amounts credited to a
        participant's account at the time of termination
        shall be retained in the Trust and will be distributed in
        accordance with the normal distribution rules of the
        Plan.


2.   SIGNIFICANT ACCOUNTING POLICIES

     a. Basis of Accounting

        The financial statements are presented on the accrual
        basis.

     b. Investments

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


     c. Net Appreciation (Depreciation) in Value of Investments

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

     d. Plan Expenses

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

     e. Transfers between Plans

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


3.   TAX STATUS

     The Plan obtained its latest determination letter on
     August 23, 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. 33-44553) and Form S-8
Registration Statement (File No. 33-62749) for the
United Air Lines, Inc. Flight Attendant Employees'
401(k) Retirement Savings Plan.


                                     /s/   Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 23, 1997