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

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                
                                
                                
       To the Board of Directors
       of United Air Lines, Inc.:
       
       
       We have audited the accompanying statement of net
       assets available for plan benefits of the United
       Air Lines, Inc. Ground Employees' 401(k) Retirement
       Savings Plan as of November 30, 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. Ground 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.
                                              Ground 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.
        GROUND 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                       $ 31,771     $ 22,021
                                                      
  Equity-Income Fund                    16,271        4,421
                                          
  Growth Company Fund                  109,763       81,698
                                                      
  Government Securities Fund             1,171          629
                                                      
  OTC Portfolio                         17,973        7,745
                                          
  Overseas Fund                         25,787       23,647
                                       
  Balanced Fund                         35,813       39,137
                                          
  Asset Manager                          6,116        3,192
                                                      
  Asset Manager: Growth                  7,269        4,128
                                                      
  Asset Manager: Income                  1,663        1,177
                                                      
  Retirement Money Market Portfolio      3,820        1,921

  U. S. Bond Index Portfolio               669          471
                                                      
  U. S. Equity Index Portfolio         111,567       87,290
                                         
  Blended Income Fund                  201,349      188,516
                                  
  Fixed Rate Investment Fund               -         55,160
                                        
  UAL Stock Fund                        38,622        9,877
                                          
  Participant Loan Fund                 20,827       19,552
                                          
                                       630,451      550,582
                                         
  Due to Plan Participants             (50,102)        -
                                        
                                                      
NET ASSETS AVAILABLE FOR PLAN         $580,349     $550,582
   BENEFITS                           
                                
</TABLE>

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

<TABLE>
<CAPTION>
                                Year ended November 30
                                         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   $22,021   $ 4,421  $81,698  $   629
                                                        
CONTRIBUTIONS              982      (300)     215       42
                                                        
TRANSFERS                                            
   BETWEEN FUNDS         5,003     9,188   10,339      506
                                             
TRANSFERS                                               
   BETWEEN PLANS          (140)     (109)    (747)      (8)
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends          6,380       526    4,264       83
      Interest               5         1        8      - 
      Net appreciation
         (depreciation)
         in value of    
         investments    (2,569)    2,154   13,848      (51)       
                         3,816     2,681   18,120       32
                                             
PAYMENTS TO PLAN                                     
   PARTICIPANTS         (2,772)     (751)  (8,181)     (99)
                           
PARTICIPANT LOANS         (609)     (171)  (1,575)      (9)
                                            
ADMINISTRATIVE                                          
   EXPENSES                (11)       (6)     (31)     -  
                                                     
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $28,290   $14,953  $99,838  $ 1,093
                                
</TABLE>

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

<TABLE>
<CAPTION>

                              Year ended November 30
                                       1996
                                                       
                         OTC     OVERSEAS  BALANCED   ASSET
                      PORTFOLIO    FUND      FUND    MANAGER
                                                    
<S>                   <C>        <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year  $ 7,745    $23,647   $39,137   $ 3,192
                                                          
CONTRIBUTIONS            (148)       628     1,082        48
                                                          
TRANSFERS                                              
   BETWEEN FUNDS        6,882     (1,608)   (6,709)    2,058
                                     
TRANSFERS                                              
   BETWEEN PLANS          (80)      (120)     (147)      (19)
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends         1,552        583     1,658       173
      Interest            -          -          (2)      -
      Net appreciation
         (depreciation)
         in value of      
         investments    1,597      3,071     2,298       663
                        3,149      3,654     3,954       836
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS        (1,092)    (2,367)   (3,744)     (435)
                           
                                                       
PARTICIPANT LOANS        (250)      (458)     (343)      (31)
                                                          
ADMINISTRATIVE                                            
   EXPENSES                (3)        (7)      (14)       (2)
                                                          
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year        $16,203    $23,369   $33,216   $ 5,647
                                
</TABLE>

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

<TABLE>
<CAPTION>
                                    Year ended November 30
                                            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  $ 4,128   $ 1,177   $ 1,921    $   471    $87,290
                                                               
CONTRIBUTIONS             105        42        68         34     (1,143)
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS        1,687       330     1,915        152      1,841
                                                            
TRANSFERS                                                      
   BETWEEN PLANS          (80)       (5)        2         (1)      (328)
                                                               
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            68        86       132         46        -
      Interest              1       -         -          -            1
      Net appreciation
         (depreciation)
         in value of    
         investments    1,186        69       -          (17)    24,598
                        1,255       155       132         29     24,599
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS          (513)     (136)     (463)       (42)    (7,434)
                                                            
PARTICIPANT LOANS        (105)       (8)      (98)       (33)    (1,493)
                                                               
ADMINISTRATIVE                                                 
   EXPENSES                (3)      -          (2)       -          (32)
                              
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year        $ 6,474   $ 1,555   $ 3,745    $   610   $103,300
                   
</TABLE>

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

<TABLE>
<CAPTION>
                                   Year ended November 30
                                           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  $188,516  $55,160    $ 9,877  $19,552    $550,582
                                                               
CONTRIBUTIONS            3,125    1,244     (2,294)     -         3,730
                                           
TRANSFERS                                                   
   BETWEEN FUNDS         7,511  (55,280)    25,574   (9,389)        -    
                                                            
TRANSFERS                                                   
   BETWEEN PLANS           163       (9)      (317)     -        (1,945)
                                                   
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            -        -          -        -        15,551
      Interest          12,701      436         13    1,538      14,702
      Net appreciation
         (depreciation)
         in value of       
         investments       -        -        4,322      -        51,169
                        12,701      436      4,335    1,538      81,422
                         
PAYMENTS TO PLAN                                            
   PARTICIPANTS        (21,744)  (1,513)    (1,890)     -       (53,176)
                       
PARTICIPANT LOANS       (3,212)     (38)      (693)   9,126         -
                        
                                                               
ADMINISTRATIVE                                                 
   EXPENSES               (141)     -          (12)     -          (264)
                                 
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year        $186,919  $   -      $34,580  $20,827    $580,349
                                
</TABLE>

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

<TABLE>
<CAPTION>
                               Year ended November 30
                                       1995
                                                      
                                  EQUITY-  GROWTH   GOVERNMENT
                       MAGELLAN   INCOME   COMPANY  SECURITIES
                         FUND      FUND     FUND       FUND
                                                 
<S>                    <C>        <C>      <C>      <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $   -      $   -    $51,140  $   -
                                                        
CONTRIBUTIONS              680        177    4,952       46
                          
TRANSFERS                                            
   BETWEEN FUNDS        19,000      3,777    6,149      550
                            
TRANSFERS                                               
   BETWEEN PLANS           (23)       -       (107)     -  
                                  
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends             31         48    1,892       22
      Interest             -          -        -        -
      Net appreciation
         in value of       
         investments       2,654      454   20,587       30                        
                           2,685      502   22,479       52
                                             
PAYMENTS TO PLAN                                     
   PARTICIPANTS              (95)     (11)  (1,631)     (12)
                                            
PARTICIPANT LOANS           (223)     (23)  (1,268)      (7)
                                            
ADMINISTRATIVE                                          
   EXPENSES                   (3)      (1)     (16)     -  
                                   
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year           $22,021  $ 4,421  $81,698  $   629
                                
</TABLE>

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

<TABLE>
<CAPTION>
                                 Year ended November 30
                                         1995
                                                       
                         OTC      OVERSEAS  BALANCED   ASSET
                       PORTFOLIO    FUND      FUND    MANAGER
                         
<S>                    <C>       <C>       <C>       <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $   -     $30,503   $41,485   $   -
                                                          
CONTRIBUTIONS              229     3,149     3,427       233
                                                          
TRANSFERS                                              
   BETWEEN FUNDS         6,626    (9,938)   (8,526)    2,687
                                     
TRANSFERS                                              
   BETWEEN PLANS            10       (59)      (52)        4 
                           
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends            121       515     1,632        52
      Interest             -         -         -         -
      Net appreciation
         in value of       
         investments       804       939     3,448       387
                           925     1,454     5,080       439
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS            (13)     (881)   (1,678)     (130)
                                               
PARTICIPANT LOANS          (32)     (574)     (590)      (40)
                                                          
ADMINISTRATIVE                                            
   EXPENSES                -          (7)       (9)       (1)
                                                          
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $ 7,745   $23,647   $39,137   $ 3,192
                                
</TABLE>

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

<TABLE>
<CAPTION>
                                      Year ended November 30
                                              1995
                                                        
                                           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   $   -     $   -     $   -      $    -     $65,416
                                                               
CONTRIBUTIONS              490        62       336          45     3,739
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS         3,235     1,018     1,622         384    (1,992)
                                                            
TRANSFERS                                                      
   BETWEEN PLANS           (36)      -         -           -         (31)
                    
RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends            -          29        72          21       -
      Interest             -         -         -           -         -
      Net appreciation
         in value of       
         investments       604        91       -            25    24,380
                           604       120        72          46    24,380
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS            (95)      (18)      (78)        -      (2,883)
                             
PARTICIPANT LOANS          (69)       (5)      (31)         (4)   (1,321)
                                                               
ADMINISTRATIVE                                                 
   EXPENSES                 (1)      -         -           -         (18)
                     
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $ 4,128   $ 1,177   $ 1,921     $   471   $87,290
                                
</TABLE>

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

<TABLE>
<CAPTION>

                                Year ended November 30
                                        1995
                                                            
                                   FIXED                        
                       BLENDED     RATE      UAL    PARTICIPANT    
                       INCOME   INVESTMENT  STOCK      LOAN       
                        FUND       FUND     FUND       FUND     TOTAL
                                                          
<S>                    <C>       <C>        <C>      <C>        <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year   $156,636  $94,088    $ 3,017  $18,582    $460,867
                                                               
CONTRIBUTIONS            12,150   (1,224)       -        -        28,491
                         
TRANSFERS                                                   
   BETWEEN FUNDS         20,368  (39,741)     3,150   (8,369)        -    
                                                            
TRANSFERS                                                   
   BETWEEN PLANS            339       27          1      -            73

RESULTS OF INVESTMENT
   ACTIVITY                                                    
      Dividends             -        -          -        -         4,435
      Interest           12,098    5,167        -      1,359      18,624
      Net appreciation
         in value of                                  
         investments        -        -        3,969      -        58,372
                         12,098    5,167      3,969    1,359      81,431
                         
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS         (10,076)  (2,388)      (149)     -       (20,138)
                       
PARTICIPANT LOANS        (2,923)    (760)      (110)   7,980         -  
                        
ADMINISTRATIVE                                                 
   EXPENSES                 (76)      (9)        (1)     -          (142)
                                                   
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year         $188,516  $55,160    $ 9,877  $19,552    $550,582
                                
</TABLE>

                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                     UNITED AIR LINES, INC.
        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
                  NOTES TO FINANCIAL STATEMENTS
                                
                                
                                
1.   DESCRIPTION OF THE PLAN

     This description is for general information purposes only.
     Participants should refer to their summary plan description
     and individual employee benefit statement for detailed
     benefit information.
    
     a. General and Plan Participants

        The United Air Lines, Inc. Ground Employees' 401(k)
        Retirement Savings Plan (the "Plan") covers all employees
        of United Air Lines, Inc. ("United") who are members of
        the International Association of Machinists and Aerospace
        Workers ("IAM"), have completed one year of service and
        are at least 21 years of age.  The Plan is contributory
        and is subject to the Employee Retirement Income Security
        Act of 1974, as amended.

     b. Contributions and Vesting

        Eligible employees may elect to contribute to the Plan,
        in multiples of 1%, any percentage of their covered
        pretax earnings, up to 15%, subject to a maximum of
        $9,500 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 $203,763 and $136,107 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

        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             $ 55,160
                                                          
                                                      $ 55,160
</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 $203,889. 
        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, 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's 401(k) Retirement
        Savings Plan, Ground Employees' 401(k) Retirement Savings
        Plan, and the Flight Attendant Employees' 401(k)
        Retirement Savings Plan.


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

     d. Plan Expenses

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

     e. Transfers between Plans

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

     f. Participant Loans
    
        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.
    
     g. Reconciling Statement Balances
        
        The investment balances on the Statement of Net Assets
        Available For Plan Benefits do not all agree with the
        fund balances on the Statement of Changes in Net Assets
        Available for Plan Benefits as of November 30, 1996, due
        to an accrual for the returns of excess annual additions
        as required under Internal Revenue Code Section 415(c).
        The Statement of Net Assets Available for Plan Benefits
        can be reconciled to the Statement of Changes in Net
        Assets Available for Plan Benefits as follows for the
        year ended November 30, 1996:
        

<TABLE>
<CAPTION>
                                   (I N  T H O U S A N D S)
                                                        
                                Per                        Per
                             Statement                  Statement
                              of Net       Due to        of Changes
                              Assets        Plan          in Net
                             Available     Partici        Assets
                             for Plan       pants        Available
                             Benefits                    for Plan
                                                         Benefits
         <S>                 <C>          <C>            <C>   
         Magellan Fund       $ 31,771     $  (3,481)     $  28,290
         Equity-Income Fund    16,271        (1,318)        14,953
         Growth Company
            Fund              109,763        (9,925)        99,838
         Government                                           
            Securities Fund     1,171           (78)         1,093
         OTC Portfolio         17,973        (1,770)        16,203
         Overseas Fund         25,787        (2,418)        23,369
         Balanced Fund         35,813        (2,597)        33,216
         Asset Manager          6,116          (469)         5,647
         Asset Manager:
            Growth              7,269          (795)         6,474
         Asset Manager:
            Income              1,663          (108)         1,555
         Retirement Money
            Market Portfolio    3,820          (345)         3,475
         U. S. Bond Index                                          
            Portfolio             669           (59)           610
         U. S. Equity Index
            Portfolio         111,567        (8,267)       103,300
         Blended Income
            Fund              201,349       (14,430)       186,919
         UAL Stock Fund        38,622        (4,042)        34,580
         Participant Loan         
            Fund               20,827           -           20,827
         
                                                  
               Total                            
               investments   $630,451      $(50,102)      $580,349
</TABLE>
                                              

3.   TAX STATUS

     The Plan obtained its latest determination letter on June
     18, 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. 33-44552),
Form S-8 Registration Statement (File No. 33-57331) and
Form S-8 Registration Statement (File No. 333-03041) for
the United Air Lines, Inc. Ground Employees' 401(k)
Retirement Savings Plan.

                                     /s/ Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 23, 1997