FORM 10-Q
                                 
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

(Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997

                                OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number 1-6033

                          UAL CORPORATION
                          ---------------
      (Exact name of registrant as specified in its charter)

                 Delaware                     36-2675207
                 --------                     ----------
        (State or other jurisdiction of    (I.R.S. Employer
        incorporation or organization)     Identification No.)

   1200 East Algonquin Road, Elk Grove Township, Illinois  60007
    Mailing Address:  P. O. Box 66919, Chicago, Illinois  60666
    -----------------------------------------------------------
      (Address of principal executive offices)      (Zip Code)

 Registrant's telephone number, including area code  (847) 700-4000
 ------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      Yes    X            No
                           -----              -----

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                             Outstanding at
                    Class                    July 31, 1997
                    -----                    -------------

       Common Stock ($0.01 par value)          59,661,853



   UAL Corporation and Subsidiary Companies Report on Form 10-Q
   ------------------------------------------------------------
                For the Quarter Ended June 30, 1997
                -----------------------------------
Index
- -----


PART I.  FINANCIAL INFORMATION                              Page No.
- ------   ---------------------                              -------


         Item 1.  Financial Statements

                  Condensed Statements of Consolidated            3
                  Financial Position - as of June 30, 1997
                  (Unaudited) and December 31, 1996


                  Statements of Consolidated Operations           5
                  (Unaudited) - for the three months and
                  six months ended June 30, 1997 and 1996


                  Condensed Statements of Consolidated            7
                  Cash Flows (Unaudited) - for the six
                  months ended June 30, 1997 and 1996


                  Notes to Consolidated Financial                 8

                  Statements (Unaudited)



         Item 2.  Management's Discussion and Analysis           11
                  of Financial Condition and Results of
                  Operations



PART II.  OTHER INFORMATION
- -------   -----------------


          Item 1.  Legal Proceedings                             18

          Item 4.  Submission of Matters to a Vote of 
                   Security Holders                              18

          Item 5.  Other Information                             20

          Item 6.  Exhibits and Reports on Form 8-K              20


Signatures
- ----------                                                       21

Exhibit Index                                                    22
- -------------
                             
                                

                 PART I.   FINANCIAL INFORMATION
                 ------------------------------- 
                 

Item 1.   Financial Statements
- ------    -------------------- 


<TABLE>                                
<CAPTION>
            UAL Corporation and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
                                
                                       June 30,            
                                         1997       December 31,
Assets                               (Unaudited)        1996
                                     -----------    ------------                 
<S>                                  <C>            <C>
Current assets:                                            
   Cash and cash equivalents         $      77      $     229
   Short-term investments                  522            468
   Receivables, net                      1,163            962
   Inventories, net                        350            369
   Deferred income taxes                   206            227
   Prepaid expenses and other              306            427
                                       -------        -------
                                         2,624          2,682
                                       -------        -------           
                                                          
Operating property and equipment:                         
   Owned                                13,690         12,325
   Accumulated depreciation and         
    amortization                        (5,531)        (5,380)
                                       -------        -------
                                         8,159          6,945
                                       -------        -------
                                                          
   Capital leases                        2,059          1,881
   Accumulated amortization               (623)          (583)
                                       -------        -------
                                         1,436          1,298
                                       -------        -------
                                         9,595          8,243
                                       -------        -------           
                                                          
Other assets:                                             
   Intangibles, net                        512            524
   Deferred income taxes                    79            132
   Aircraft lease deposits                 233            168
   Other                                   882            928
                                       -------        -------
                                         1,706          1,752
                                       -------        -------           
                                      $ 13,925       $ 12,677
                                       =======        =======
</TABLE>
                                
                                
  See accompanying notes to consolidated financial statements.
                                

<TABLE>
<CAPTION>

            UAL Corporation and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
                                
                                        June 30,             
                                          1997        December 31,
Liabilities and Stockholders' Equity  (Unaudited)         1996
                                      -----------     ------------
<S>                                   <C>             <C>
Current liabilities:                                      
   Short-term borrowings              $     60        $     -
   Long-term debt maturing within          
     one year                              248             165
   Current obligations under               
     capital leases                        152             132
   Advance ticket sales                  1,464           1,189
   Accounts payable                        884             994
   Other                                 2,595           2,523
                                       -------         -------
                                         5,403           5,003
                                       -------         -------          
                                       
Long-term debt                           1,537           1,661
                                       -------         -------          
Long-term obligations under 
   capital leases                        1,470           1,325
                                       -------         -------
                                                          
Other liabilities and deferred credits:
   Deferred pension liability              208             178
   Postretirement benefit liability      1,333           1,290
   Deferred gains                        1,117           1,151
   Other                                   801             776
                                       -------         -------
                                         3,459           3,395
                                       -------         -------          
Company-obligated mandatorily                             
   redeemable preferred securities 
   of a subsidiary trust                   102             102
                                       -------         -------
Minority interest                           40              31
                                       -------         -------          
Preferred stock committed to               
   Supplemental ESOP                       243             165
                                       -------         -------
Stockholders' equity:                                     
   Preferred stock                          -               -
   Common stock at par                       1               1
   Additional capital invested           2,525           2,160
   Accumulated deficit                    (255)           (566)
   Unearned ESOP preferred stock          (185)           (202)
   Other                                  (415)           (398)
                                       -------         -------
                                         1,671             995
                                       -------         -------          
Commitments and contingent                                
liabilities (See note)
                                                          
                                      $ 13,925        $ 12,677
                                       =======         =======
</TABLE>

  See accompanying notes to consolidated financial statements.


<TABLE>
<CAPTION>
            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)
                                
                                           Three Months
                                          Ended June 30
                                         1997        1996
                                         ----        ----
<S>                                   <C>         <C>
Operating revenues:                                       
   Passenger                          $  3,854    $  3,694
   Cargo                                   215         192
   Other                                   313         278
                                       -------     -------
                                         4,382       4,164
                                       -------     -------
Operating expenses:                                       
   Salaries and related costs            1,228       1,173
   ESOP compensation expense               226         168
   Aircraft fuel                           495         493
   Commissions                             386         373
   Purchased services                      310         297
   Aircraft rent                           235         241
   Landing fees and other rent             224         213
   Depreciation and amortization           174         182
   Aircraft maintenance                    157         118
   Other                                   535         508
                                       -------     -------
                                         3,970       3,766
                                       -------     -------
                                                          
Earnings from operations                   412         398
                                       -------     -------              
Other income (expense):                                   
   Interest expense                        (71)        (74)
   Interest capitalized                     26          24
   Interest income                          11          12
   Equity in earnings of affiliates         22          17
   Miscellaneous, net                      (12)         (6)
                                       -------     -------
                                           (24)        (27)
                                       -------     -------
Earnings before income taxes,                             
   distributions on preferred 
   securities and extraordinary item       388         371
Provision for income taxes                 145         145
                                       -------     -------
Earnings before distributions on                          
   preferred securities and 
   extraordinary item                      243         226
Distributions on preferred                  
   securities, net of tax                   (1)         -
Extraordinary loss on early                               
   extinguishment of debt, net of tax       -          (30)
                                       -------     -------
Net earnings                          $    242    $    196
                                       =======     =======
Per share, primary:                                       
 Earnings before extraordinary item   $   2.31    $   2.37
 Extraordinary loss on early                            
   extinguishment of debt, net of tax       -        (0.36)
                                       -------     -------
 Net earnings                         $   2.31    $   2.01
                                       =======     =======
Per share, fully diluted:                                 
 Earnings before extraordinary item   $   2.31    $   2.35
 Extraordinary loss on early                            
   extinguishment of debt, net of tax       -        (0.36)
                                       -------     -------
 Net earnings                         $   2.31    $   1.99
                                       =======     =======
</TABLE>
  
   See accompanying notes to consolidated financial statements.


<TABLE>
<CAPTION>

            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)
                                
                                            Six Months
                                          Ended June 30
                                         1997        1996
                                         ----        ----
<S>                                   <C>         <C>
Operating revenues:                                       
   Passenger                          $  7,481    $  6,972
   Cargo                                   410         367
   Other                                   612         559
                                       -------     -------
                                         8,503       7,898
                                       -------     -------
Operating expenses:                                       
   Salaries and related costs            2,468       2,342
   ESOP compensation expense               410         331
   Aircraft fuel                         1,049         967
   Commissions                             750         711
   Purchased services                      617         573
   Aircraft rent                           472         480
   Landing fees and other rent             442         419
   Depreciation and amortization           350         372
   Aircraft maintenance                    295         230
   Other                                 1,044       1,013
                                       -------     -------
                                         7,897       7,438
                                       -------     -------              
Earnings from operations                   606         460
                                       -------     -------              
Other income (expense):                                   
   Interest expense                       (140)       (159)
   Interest capitalized                     50          39
   Interest income                          23          31
   Equity in earnings of affiliates         48          37
   Miscellaneous, net                      (28)        (26)
                                       -------     -------
                                           (47)        (78)
                                       -------     -------
Earnings before income taxes,                             
  distributions on preferred securities 
  and extraordinary item                   559         382
Provision for income taxes                 209         149
                                       -------     -------
Earnings before distributions on                          
  preferred securities and 
  extraordinary item                       350         233
Distributions on preferred securities       (3)          -
Extraordinary loss on early                               
  extinguishment of debt, net of tax         -         (59)
                                       -------     -------
Net earnings                          $    347    $    174
                                       =======     =======
Per share, primary:                                       
 Earnings before extraordinary item   $   3.26    $   2.33
 Extraordinary loss on early                            
  extinguishment of debt, net of tax        -        (0.77)
                                       -------     -------
 Net earnings                         $   3.26    $   1.56
                                       =======     =======
Per share, fully diluted:                                 
 Earnings before extraordinary item   $   3.26    $   2.24
 Extraordinary loss on early                            
  extinguishment of debt, net of tax        -        (0.73)
                                       -------     -------
 Net earnings                         $   3.26    $   1.51
                                       =======     =======
</TABLE>

  See accompanying notes to consolidated financial statements.
                                

<TABLE>
<CAPTION>
            UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Cash Flows (Unaudited)
                          (In Millions)
                                 
                                            Six Months
                                           Ended June 30
                                          1997        1996
                                          ----        ----
<S>                                    <C>         <C>
Cash and cash equivalents at                              
  beginning of period                  $   229     $   194
                                        ------      ------
                                                          
Cash flows from operating activities     1,479       1,040
                                        ------      ------
Cash flows from investing activities:
  Additions to property and equipment   (1,491)       (372)
  Proceeds on disposition of                             
    property and equipment                  27          13
  Decrease (increase) in short-term           
    investments                            (54)        423
  Other, net                                (5)         31
                                        ------      ------
                                        (1,523)         95
                                        ------      ------            
Cash flows from financing activities:
  Repayment of long-term debt              (38)       (590)
  Conversion of subordinated debentures     -         (324)
  Principal payments under capital                        
   lease obligations                       (80)        (64)
  Increase in short-term borrowings         60           -
  Aircraft lease deposits                  (56)        (63)
  Other, net                                 6         (94)
                                        ------      ------
                                          (108)     (1,135)
                                        ------      ------            
Increase (decrease) in cash and           
  cash equivalents                        (152)         -
                                        ------      ------
                                                          
Cash and cash equivalents at 
  end of period                        $    77     $   194
                                        ======      ======
                                                          
Cash paid during the period for:                          
 Interest(net of amounts capitalized)  $    81     $   149
 Income taxes                          $   117     $   143
                                                          
Non-cash transactions:                                    
 Capital lease obligations incurred    $   239     $   293
 Increase in equity in connection                       
   with the conversion of subordinated                           
   debentures to common stock          $    -      $   217
</TABLE>
                                

  See accompanying notes to consolidated financial statements.
                                


            UAL Corporation and Subsidiary Companies
     Notes to Consolidated Financial Statements (Unaudited)
                                
The Company
- -----------

      UAL Corporation ("UAL") is a holding company whose
principal subsidiary is United Air Lines, Inc. ("United").

Interim Financial Statements
- ----------------------------

      The consolidated financial statements included herein have
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to or as
permitted by such rules and regulations, although UAL believes
that the disclosures are adequate to make the information
presented not misleading.  In management's opinion, all
adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of the results of operations
for the three and six month periods have been made.  These
financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included
in UAL's Annual Report on Form 10-K for the year 1996.

Accounting Policies - Derivative Financial Instruments
- ------------------------------------------------------

      Foreign Currency
      ----------------

      From time to time, United enters into Japanese yen forward
contracts to minimize transaction gains and losses.  The yen
forwards are marked to fair value with unrealized gains and
losses recorded in "Miscellaneous, net" at the end of each
accounting period, offsetting gains and losses recorded on the
valuations of yen-denominated assets and liabilities.  The
forwards typically have a 30-day maturity.

      United has entered into forwards and swaps to reduce
exposure to currency fluctuations in connection with firm
commitments in the form of yen-denominated capital lease
obligations.  The instruments' cash flows mirror those of the
underlying exposures.  Unrealized gains and losses relating to
the instruments are being deferred over the lives of the
contracts.  The premiums paid on the instruments, as measured at
inception, are being amortized over their respective lives as
components of interest expense.  Any gains or losses realized
upon the early termination of  these instruments are deferred and
recognized in income over the remaining life of the underlying
exposure.

      Interest Rates
      --------------

      United has entered into swaps to reduce exposure to
interest rate fluctuations in connection with certain firm
commitments in the form of debt, capital leases and operating
leases. The instruments' cash flows mirror those of the
underlying exposures.  Unrealized gains and losses relating to
the instruments are being deferred over the lives of the
contracts.  The premiums paid on the instruments, as measured at
inception, are being amortized over their respective lives as
components of interest expense.  Any gains or losses realized
upon the early termination of these instruments are deferred and
recognized in income over the remaining life of the underlying
exposure.

      Aircraft Fuel
      -------------

      United occasionally enters into futures contracts for
heating oil to reduce exposure to jet fuel price fluctuations.
Unrealized losses are recorded currently in income and affect
aircraft fuel expense.  Unrealized gains are deferred until
contract expiration and recognized as a component of aircraft
fuel expense.

Employee Stock Ownership Plans
- ------------------------------

      Pursuant to amended labor agreements which provide for
wage and benefit reductions and work-rule changes which
commenced July 1994, UAL has agreed to issue convertible
preferred stock to employees.  Note 2 of the Notes to
Consolidated Financial Statements in the 1996 Annual Report on
Form 10-K contains additional discussion of the agreements,
stock to be issued to employees and the related accounting
treatment.  Shares earned in 1996 were allocated in March 1997
as follows:  190,307 shares of Class 2 ESOP Preferred Stock were
contributed to the Non-Leveraged ESOP and an additional 537,917
shares were allocated in "book entry" form under the
Supplemental Plan.  Additionally, 2,345,745 shares of Class 1
ESOP Preferred Stock were allocated under the Leveraged ESOP.
Finally, an additional 1,536,986 shares of Class 1 and Class 2
ESOP Preferred Stock have been committed to be released by the
Company since January 1, 1997.

Income Taxes
- ------------

      The provisions for income taxes are based on the
estimated annual effective tax rate, which differs from the
federal statutory rate of 35% principally due to state income
taxes, dividends on ESOP Preferred Stock and certain
nondeductible expenses.  Deferred tax assets are recognized
based upon UAL's history of operating earnings and expectations
for future taxable income.

Per Share Amounts
- -----------------

      During the three-month and six-month periods ended June 30,
1996, UAL repurchased 1,710 and 2,553 shares, respectively, of
its Series B preferred stock at an aggregate cost of $57 million
and $84 million, respectively, to be held in treasury.  These
transactions had no effect on earnings; however, the difference
between the amount paid and the carrying value of the preferred
stock acquired is included in the computation of earnings per
share.

      Per share amounts were calculated after providing for
dividends on preferred stock, including ESOP convertible
preferred stock, of $19 million in the 1997 second quarter, $16
million in the 1996 second quarter, $38 million in the 1997 six-
month period and $32 million in 1996 six-month period.  Primary
per share amounts for all periods were based on weighted average
common shares and common equivalents outstanding, including ESOP
shares committed to be released.  In addition, fully diluted per
share amounts assume the conversion of convertible debentures
(for periods not actually converted) and elimination of related
interest.

      In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share," which establishes standards for
computing and reporting earnings per share.  SFAS No. 128 is
effective for periods ending after December 15, 1997; earlier
application is not permitted.  Restatement of all prior-period
earnings per share data is required.  On a pro forma basis, 1997
earnings per share would be as follows:

<TABLE>
<CAPTION>
                             Three Months Ended    Six Months Ended
                             ------------------    ----------------
 <S>                               <C>                  <C>
 Basic Earnings Per Share          $ 3.77               $ 5.23

 Diluted Earnings Per Share        $ 2.31               $ 3.26
</TABLE>


Prepayment of Long-Term Obligations
- -----------------------------------

      On March 7, 1997, Air Wis Services, Inc. ("Air Wis"), a
wholly owned subsidiary of UAL, issued a notice of redemption
for all of its outstanding 7 3/4% convertible subordinated
debentures, due 2010.  On April 8, $16 million of debentures
outstanding were redeemed at 100% of the principal amount plus
accrued interest.

      During the six months ended June 30, 1996, UAL repaid
prior to maturity $472 million in principal amount of various
debt securities, resulting in an extraordinary loss of $59
million, after a tax benefit of $36 million.  Of this amount,
$230 million was repaid during the second quarter, resulting in
a $30 million extraordinary loss, net of tax benefits of $18
million.  The securities were scheduled for repayment
periodically through 2021.

Contingencies and Commitments
- -----------------------------

      UAL has certain contingencies resulting from litigation
and claims (including environmental issues) incident to the
ordinary course of business.  Management believes, after
considering a number of factors, including (but not limited to)
the views of legal counsel, the nature of contingencies to which
UAL is subject and its prior experience, that the ultimate
disposition of these contingencies is not expected to materially
affect UAL's consolidated financial position or results of
operations.

      At June 30, 1997, commitments for the purchase of property
and equipment, principally aircraft, approximated $7.5 billion,
after deducting advance payments.  An estimated $1.9 billion
will be spent during the remainder of 1997, $2.6 billion in
1998, $1.7 billion in 1999, and $1.3 billion in 2000 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A319 and A320 aircraft, which are scheduled to
be delivered through 2002.

      United's contract with the Association of Flight
Attendants ("AFA") became amendable March 1, 1996.  On July 14,
1997, United and the AFA announced that they had reached a
tentative agreement on a new contract.  The agreement, which is
subject to ratification by United's flight attendants, includes
provisions for increased wages and benefits as well as work
rule changes designed to help the Company achieve its customer
satisfaction objectives.  If ratified, the contract will remain
in effect through 2006.  The voting process is not expected to
conclude until October 1997.

Subsequent Event
- ----------------

       In July 1997, United completed the sale of its 77% general
partnership interest in the Apollo Travel Services Partnership to
Galileo International, Inc.  See "Sale of Affiliate" in Item 2.
M
anagement's Discussion and Analysis of Financial Condition and
Results of Operations.



Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------     ------------------------------------------------- 
           CONDITION AND RESULTS OF OPERATIONS
           ----------------------------------- 


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

      UAL's total of cash and cash equivalents and short-term
investments was $599 million at June 30, 1997, compared to $697
million at December 31, 1996.  Cash flows from operating
activities for the six-month period amounted to $1.5 billion.
Financing activities included principal payments under debt and
capital lease obligations of $38 million and $80 million,
respectively.

      In the first six months of 1997, United took delivery of
three A320, six B777, two B747 and two A319 aircraft.  All of
these aircraft were purchased with the exception of two B777s,
which were acquired under capital leases.  In addition, United
purchased two B767 aircraft off lease during the second quarter.
Property additions, including aircraft spare parts, facilities
and ground equipment, amounted to $1.5 billion, while property
dispositions resulted in proceeds of $27 million.

      At June 30, 1997, commitments for the purchase of property
and equipment, principally aircraft, approximated $7.5 billion,
after deducting advance payments.  An estimated $1.9 billion
will be spent during the remainder of 1997, $2.6 billion in
1998, $1.7 billion in 1999, and $1.3 billion in 2000 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A319 and A320 aircraft, which are scheduled to
be delivered through 2002.

      In April 1997, Standard & Poor's raised its credit rating
on United's senior unsecured debt to BB+ from BB and raised its
credit rating on UAL's Series B preferred stock and redeemable
preferred securities to BB- from B+.  Moody's Investors Service
Inc.'s ratings on United's senior unsecured debt remains Baa3
and its ratings on UAL's Series B preferred stock and redeemable
preferred securities remains Ba3.

      The Company's sale of its interest in the Apollo Travel
Services Partnership in July 1997 provided over $500 million in
cash proceeds (see "Sale of Affiliate").  UAL is considering
several alternative uses of the proceeds.

RESULTS OF OPERATIONS
- ---------------------

      UAL's results of operations for interim periods are not
necessarily indicative of those for an entire year, as a result
of seasonal factors to which United is subject.  First and
fourth quarter results are normally affected by reduced travel
demand in the fall and winter and United's operations,
particularly at its Chicago and Denver hubs and at certain east
coast cities, are adversely affected by winter weather on
occasion.

      The results of operations in the airline business
historically fluctuate significantly in response to general
economic conditions.  This is because small fluctuations in
yield (passenger revenue per revenue passenger mile) and cost
per available seat mile can have a significant effect on
operating results.  UAL anticipates industrywide fare levels,
capacity growth, low-cost competition, general economic
conditions, labor and fuel costs, taxes, U.S. and international
governmental policies and other factors will continue to affect
its operating results.

      Summary of Results
      ------------------

      UAL's earnings from operations were $606 million in the
first six months of 1997, compared to operating earnings of $460
million in the first six months of 1996.  UAL's net earnings
were $347 million ($3.26 per share), compared to net earnings of
$174 million ($1.56 per share, primary; $1.51 per share, fully
diluted) during the same period in 1996.  The 1996 six-month
period includes an extraordinary loss of $59 million ($0.77 per
share, primary; $0.73 per share, fully diluted) on early
extinguishment of debt.

      In the second quarter of 1997, UAL's earnings from
operations were $412 million compared to operating earnings of
$398 million in the second quarter of 1996.  UAL had net
earnings in the 1997 second quarter of $242 million ($2.31 per
share), compared to net earnings of $196 million in the same
period of 1996 ($2.01 per share, primary; $1.99 per share, fully
diluted).  The 1996 second quarter results include an
extraordinary loss of $30 million ($0.36 per share) on early
extinguishment of debt.

      The 1996 per share amounts also include the effects on
equity of the repurchase of Series B preferred stock.  See "Per
Share Amounts" in the notes to consolidated financial
statements.

      Management believes that a more complete understanding of
UAL's results can be gained by viewing them on a pro forma,
"fully distributed" basis.  This presentation considers all ESOP
shares which will ultimately be distributed to employees
throughout the ESOP (rather than just the shares committed to be
released) to be immediately outstanding and thus fully
distributed.  Consistent with this presentation, the ESOP
compensation expense is excluded from fully distributed net
earnings and ESOP convertible preferred stock dividends are not
deducted from earnings attributable to common stockholders.
Also, no adjustments are made to fully distributed earnings to
reflect future salary increases.  A comparison of results
reported on a fully distributed basis to results reported under
generally accepted accounting principles (GAAP) is as follows
(in millions, except per share):

<TABLE>
<CAPTION>
                         Three Months Ended       Three Months Ended
                           June 30, 1997            June 30, 1996
                        GAAP         Fully       GAAP           Fully
                   (fully diluted) Distributed (fully diluted) Distributed
                   --------------- ----------- --------------- -----------
<S>                    <C>           <C>           <C>           <C>  
Net Income             $  242        $  376        $  196        $  307
Per Share:                                           
 Earnings before                                    
  preferred stock
  transactions and       
  extraordinary loss   $ 2.31        $ 2.82        $ 2.53        $ 2.52
 Preferred stock           
  transactions             -             -          (0.18)        (0.11)
 Extraordinary loss,                                       
  net of tax               -             -          (0.36)        (0.23)
                        -----         -----         -----         -----
                       $ 2.31        $ 2.82        $ 1.99        $ 2.18
                        =====         =====         =====         =====
</TABLE>



<TABLE>
<CAPTION>
                          Six Months Ended           Six Months Ended
                           June 30, 1997               June 30, 1996
                         GAAP        Fully          GAAP          Fully
                   (fully diluted) Distributed (fully diluted) Distributed
                   --------------- ----------- --------------- -----------
<S>                    <C>           <C>           <C>           <C>
Net Income             $  347        $  591        $  174        $  382
Per Share:                                           
 Earnings before                                    
  preferred stock
  transactions and        
  extraordinary loss   $ 3.26        $ 4.44        $ 2.49        $ 3.29
 Preferred stock           
  transactions             -             -          (0.25)        (0.16)
 Extraordinary loss,                                 
  net of tax               -             -          (0.73)        (0.45)
                        -----         -----         -----         -----
                       $ 3.26        $ 4.44        $ 1.51        $ 2.68
                        =====         =====         =====         =====
</TABLE>


      Specific factors affecting UAL's consolidated operations
for the second quarter and first six months of 1997 are described below.

      Second Quarter 1997 Compared with Second Quarter 1996
      -----------------------------------------------------

      Operating revenues increased $218 million (5%).  United's
revenue per available seat mile increased 1% to 10.42 cents.
Passenger revenues increased $160 million (4%) due to a 1%
increase in yield to 12.59 cents and a 3% increase in revenue
passenger miles.  The following analysis by market is based on
information reported to the U.S. Department of Transportation:

      Atlantic revenue passenger miles increased 18% over the
same period last year, with a 4% increase in yield.  Domestic
revenue passenger miles increased 2%; however, yield decreased
2% from the same period last year as a result of fare levels
impacted by the reimposition of the Federal passenger excise
tax.  In the Pacific, revenue passenger miles decreased 1%;
however, yield increased 5% from the same period last year,
largely due to a strengthening Japanese yen.  Available seat
miles increased 4% systemwide, reflecting increases of 17% in
the Atlantic, 6% in the Pacific and 2% on Domestic routes,
offset by a decrease of 2% in Latin America.  The system
passenger load factor decreased 0.6 points to 72.5%.

      Cargo revenues increased $23 million (12%) due to
increases in both freight and mail revenues.  Freight ton miles
increased 25% as a result of a new dedicated freighter operation
and the introduction of long-range B777-200B aircraft, and mail
ton miles increased 2%.  A 10% decrease in freight yield was
partially offset by a 6% increase in mail yield.  Other
operating revenues increased $35 million (13%) due to increases
in Mileage Plus partner-related revenues and contract
maintenance and fuel sales to third parties.

      Operating expenses increased $204 million (5%) and
United's cost per available seat mile increased 2%, from 9.30
cents to 9.46 cents, including ESOP compensation expense.
Without the ESOP compensation expense, United's cost per
available seat mile would have increased less than 1%, from 8.89
cents to 8.92.  ESOP compensation expense increased $58 million
(35%), reflecting the increase in the estimated average fair
value of ESOP preferred stock committed to be released to
employees as a result of UAL's higher common stock price.
Aircraft maintenance increased $39 million (33%) due to
increased purchased maintenance, as well as the timing of
maintenance cycles.  Other operating expenses increased $27
million (5%) due principally to costs associated with sales to
third parties of fuel, contract maintenance and other work.
Purchased services increased $13 million (4%) due principally to
volume-related increases in computer reservations fees and
credit card discounts. Depreciation and amortization decreased
$8 million (4%), despite the acquisition of new aircraft, due to
lower depreciation on DC10-10 aircraft, which are scheduled for
retirement and a gain on the sale of one B747-SP aircraft.
Aircraft rent decreased $6 million (2%) due to a decrease in the
number of aircraft on operating leases.

      Other expense amounted to $24 million in the second
quarter of 1997 compared to $27 million in the second quarter of
1996.  Interest capitalized, primarily on aircraft advance
payments, increased $2 million (8%).  Interest expense decreased
$3 million (4%) due to the prepayment of long-term debt in 1996.
Equity in earnings of affiliates increased $5 million (29%) due
primarily to higher earnings from Galileo International, Inc.
resulting from increased booking revenues.  Included
in "Miscellaneous, net" in the 1997 second quarter were foreign
exchange losses of $4 million compared to $1 million in the 1996
second quarter.

      Six Months 1997 Compared with Six Months 1996
      ---------------------------------------------

      Operating revenues increased $605 million (8%).  United's
revenue per available seat mile increased 4% to 10.31 cents.
Passenger revenue increased $509 million (7%), due principally
to a 4% increase in revenue passenger miles and a 3% increase in
yield to 12.69 cents.  The following analysis by market is based
on information reported to the U.S. Department of
Transportation:

      Atlantic revenue passenger miles increased 15% over the
same period last year, with a  4% increase in yield.  Revenue
passenger miles in Latin America increased 4%, while yields
increased 13%.  Domestic revenue passenger miles increased 4%
with a 2% increase in yield.  In the Pacific, revenue passenger
miles increased 1%; however, yield increased 3% from the same
period last year, largely due to a strengthening Japanese yen.
Available seat miles increased 4% systemwide, reflecting
increases of 15% in the Atlantic, 3% in the Pacific and 3% on
Domestic routes, offset by a decrease of 3% in Latin America.
The system passenger load factor increased 0.3 points to 71.2%.

      Cargo revenues increased $43 million (12%) due to increases
in both freight and mail revenues.  Mail ton miles increased 5%
and freight ton miles increased 21% as a result of a new
dedicated freighter operation and the introduction of long-range
B777-200B aircraft.  A 7% decrease in freight yield was partially
offset by a 4% increase in mail yield.  Other operating revenues
increased $53 million (10%) due to increases in Mileage Plus
partner-related revenues and contract maintenance and fuel sales
to third parties.

      Operating expenses increased $459 million (6%) and
United's cost per available seat mile increased 3%, from 9.35 to
9.59 cents, including ESOP compensation expense.  Without the
ESOP compensation expense, United's 1997 six month cost per
available seat mile would have been 9.09 cents, an increase of
2% from 1996.  ESOP compensation expense increased $79 million
(24%), reflecting the increase in the estimated average fair
value of ESOP stock committed to be released to employees as a
result of UAL's higher common stock price.  Aircraft fuel
increased $82 million (9%) due to a 2% increase in consumption
and a 6% increase in the average price per gallon of fuel to
72.8 cents.  Purchased services increased $44 million (8%) due
principally to volume-related increases in computer reservations
fees, credit card discounts and communication charges.  Aircraft
maintenance increased $65 million (28%) due to increased
purchased maintenance, as well as the timing of maintenance
cycles.  Other operating expenses increased $31 million (3%) due
principally to costs associated with sales to third parties of
fuel, contract maintenance and other work.  Landing fees and
other rent increased $23 million (6%) due to increased
facilities rent.   Depreciation and amortization decreased $22
million (6%) despite the acquisition of new aircraft, due to
lower depreciation on DC10-10 aircraft, which are scheduled for
retirement and a gain on the sale of one B747-SP aircraft.
Aircraft rent decreased $8 million (2%) due to a decrease in the
number of aircraft on operating leases.

      Other expense amounted to $47 million for the first six
months of 1997 compared to $78 million for the first six months
of 1996.  Interest capitalized, primarily on aircraft advance
payments, increased $11 million (28%).  Interest expense
decreased $19 million (12%) due to the prepayment of long-term
debt in 1996.  Equity in earnings of affiliates increased $11
million (30%) due primarily to higher earnings from Galileo
International, Inc. resulting from increased booking
revenues.

SALE OF AFFILIATE
- -----------------

       In July 1997, United completed the sale of its interest in
the Apollo Travel Services Partnership ("ATS"), a 77% owned
affiliate whose accounts were consolidated, to Galileo
International, Inc. ("Galileo"), heretofore a 38% owned affiliate
accounted for under the equity method, for $539 million in cash.
This transaction resulted in a pre-tax gain of approximately $405
million.  Of this amount, $275 million will be recognized during
the third quarter and the balance will be recognized over the
next 25 years, the estimated remaining life of the assets
acquired by Galileo.

       Galileo raised a portion of the proceeds used to purchase
ATS through the completion of an initial public offering of
16,799,700 shares of its common stock, representing 16.0% of its
economic interest, at $24.50 per share for net proceeds of
approximately $390 million.  This transaction resulted in a
reduction of the Company's ownership in Galileo from 38% to 32%.
In accordance with the Company's policy of recognizing gains or
losses on the sale of a subsidiary's stock based on the
difference between the offering price and the Company's carrying
amount of such stock, the Company will recognize a gain of
approximately $105 million during the third quarter.  Pursuant to
Statement of Financial Accounting Standards No. 109, the Company
will also record $40 million of deferred taxes related to this
gain.

        In connection with the sale, United entered into an
additional services agreement under which the Company will provide
certain marketing and other services designed to increase the
competitiveness of Galileo's business and to generate additional
bookings and revenues for Galileo.  Under this agreement, United
could receive up to $154 million (on a present value basis) in
the sixth year following the sale, based on specified
improvements in air booking revenues over a five-year period.

      United will continue to account for Galileo under the
equity method and will continue to purchase computer reservations
services under its existing services agreement with Galileo.

LABOR AGREEMENTS AND WAGE ADJUSTMENTS
- -------------------------------------

      Both the Air Line Pilots Association, International
("ALPA") and the International Association of Machinists and
Aerospace Workers ("IAM") ratified previously announced mid-term
wage adjustments.  Included in the agreements are a 5% increase
to wage rates for each union group in July 1997 and a second 5%
increase in July 1998.  Further, the agreement with ALPA calls
for a corresponding 5% increase in both 1997 and 1998 to "book
rates" (book rates are used to compute certain other employee
benefits), and the agreement with the IAM provides for lump sum
payments for all IAM employees and increases in hourly license
premium and skill pay for mechanics.  These agreements also
provide for restoration of wage rates for the two groups in the
year 2000 to levels that existed prior to the recapitalization in
July 1994, as well as restoration of the Company's contribution
to the pilots' defined contribution plan from its current rate of
1% to its pre-ESOP rate of 9% in the year 2000.

      In March 1997, the Company also announced the details of
mid-term wage adjustments for non-union United States salaried
and management employees.  Salaried employees will receive a 5%
increase in both July 1997 and July 1998, as well as a lump-sum
payment in July 1997.  Management employees will receive a 4%
increase in both July 1997 and July 1998, and management
employees not participating in the Company's Incentive
Compensation Plan will participate in a three-year profit-sharing
plan that could pay an additional amount in 1998, 1999 and 2000,
if the Company meets specific pre-tax earnings objectives in
1997, 1998 and 1999, respectively.  Depending on financial
results, the maximum profit sharing payout is 3.75% of annual
wages.

      United's contract with the Association of Flight
Attendants ("AFA") became amendable March 1, 1996.  On July 14,
1997, United and the AFA announced that they had reached a
tentative agreement on a new contract.  The agreement, which is
subject to ratification by United's flight attendants, includes
provisions for increased wages and benefits as well as work rule
changes designed to help the Company achieve its customer
satisfaction objectives.  If ratified, the contract will remain
in effect through 2006.  The voting process is not expected to
conclude until October 1997.

      The wage, benefit and work-rule adjustments outlined above
are consistent with the Company's plan, known as Vision 2000, to
put employee compensation costs on a competitive level with peer
group compensation elsewhere in the industry at the conclusion of
the agreements outlined above.  The ultimate cost to the Company
of Vision 2000, particularly given that peer group compensation
is subject to change between now and the conclusion of the
agreements, is not determinable.  However, assuming the AFA
agreement is ratified during the fourth quarter, the Company
expects the aggregate after-tax cost of the wage and benefit
adjustments outlined above to be approximately $100 million in
1997.  Further, as a result of these changes, the Company expects
that its annual Salaries and related costs will increase at a
faster rate than its major competitors from now through the year
2000.

OUTLOOK FOR 1997
- ----------------

      In 1997, available seat miles are expected to increase
approximately 4%, with total system revenue per available seat
mile up nearly 2%.  Costs per available seat mile excluding ESOP
charges are expected to increase less than half a percent.

      For the third quarter, United expects available seat miles
to increase 4%, with the larger increase in international
markets.  System load factor is expected to decrease slightly
from last year; however, with a modest increase in yield, total
system revenue per available seat mile is expected to remain
constant.  Costs per available seat mile excluding ESOP charges
are expected to be the same as or slightly higher than the same
period last year.

      Due to the reinstatement of the Federal passenger excise
tax (see below), the Company believes the rate of improvement in
year-over-year "fully distributed" earnings will decrease for
the third quarter as compared to previous quarters.  Based on
first and second quarter results and assuming a continuing
positive industry and economic environment for the second half
of the year, the Company expects third quarter 1997 "fully
distributed" earnings per share to very slightly exceed last
year's third quarter earnings per share and full year "fully
distributed" earnings per share to exceed those for 1996 (see
"Results of Operations, Summary of Results" for further
explanation of this pro forma methodology).

      During the third quarter of 1997, a new law was enacted
to replace the Federal passenger excise tax which expires
September 30, 1997.  The new legislation includes a gradual
reduction in the 10% airline ticket tax to 7.5% by the year
2002, a phasing in of a $3 "head tax" per domestic flight
segment, an increase in round-trip international departure and
arrival taxes from $6 to $24 per passenger and a tax on the
purchase of frequent flier miles.  The Company expects that the
new legislation will increase United's annual tax burden by
approximately $80 million, but is unable to determine how much
of this increase it will be able to pass on to its customers.

      The information included in the previous paragraphs is
forward-looking and involves risks and uncertainties that could
result in actual results differing materially from expected
results.  It is not reasonably possible to itemize all of the
many factors and specific events that could affect the outlook
of an airline operating in the global economy.  Some factors
that could significantly impact expected capacity, load factors,
revenues, unit revenues, unit costs and earnings per share
include the airline pricing environment, fuel prices, low-fare
carrier expansion, the success of the Company's cost reduction
efforts, cost of safety and security measures, actions of the
U.S., foreign and local governments, foreign currency exchange
rate fluctuations, the economic environment of the airline
industry, the general economic environment, and other factors
discussed herein.



 
                  PART II.  OTHER INFORMATION
                   ---------------------------


Item 1.  Legal Proceedings.
- ------   -----------------

GEC-Marconi Claim.  --  On April 4, 1996 United Air Lines, Inc.
("United") filed suit in the Circuit Court of Cook County,
Illinois, Law Division, against GEC-Marconi Inflight Systems
Overseas, Ltd. ("GMIS"), its Boeing 777 inseat video vendor,
claiming breach of contract for GMIS's failure to deliver the
contracted product in the specified time frame, and seeking
monetary and injunctive relief.  United also named in the suit
GEC-Marconi Inflight Systems, Inc. ("GMIS, Inc."), its 777 video
maintenance provider, seeking declaratory relief on the
maintenance contract.  On July 19, 1996 GMIS and GMIS, Inc. filed
a counterclaim against United seeking in excess of $240 million
for various alleged breaches of contract by United, plus
consequential damages and attorney's fees and costs, relating to
the same product purchase agreement (which, in addition, included
a Boeing 747 and 767 retrofit order that United terminated on
April 4, 1996) and maintenance service agreement which form the
basis of United's complaint, as well as an alleged June 1996
"agreement" that had been the subject of negotiations between the
parties but was never signed by United regarding interim
arrangements between the parties.  GMIS and GMIS, Inc. also seek
injunctive relief to enforce the alleged "agreement" and prevent
United from obtaining substitute goods from other vendors.  On
August 1, GMIS and GMIS, Inc. filed an emergency motion on the
claims for injunctive relief.  On August 28, the judge denied
GMIS' and GMIS, Inc.'s motion for a preliminary injunction.  On
October 28, 1996 GMIS filed a Petition for Replevin seeking to
recover certain spare parts and consigned inventory currently in
United's possession.  On November 26, 1996, the court denied
GMIS's petition upon United's motion.  On December 23, 1996,
United filed an amended complaint, and GMIS filed an amended
counterclaim on December 31, 1996.  The parties have exchanged
preliminary discovery documents.  Each party subsequently filed a
motion to dismiss the respective amended complaint and
counterclaim.  The court heard oral argument on both motions to
dismiss.

     On May 12, 1997, GMIS and GMIS, Inc. filed suit in the U.S.
District Court for the Northern District of Illinois against
United claiming copyright infringement, misappropriation of trade
secrets and unfair competition as a result of United's alleged
unlawful copying of certain cable drawings which it then provided
to a cable manufacturer.  The complaint seeks injunctive relief
(including the return of any proprietary information), actual,
exemplary and punitive damages and attorneys fees.  Since that
time the parties have been engaging in comprehensive settlement
negotiations for both lawsuits.



Item 4.  Submission of Matters to a Vote of Security Holders.
- ------   ---------------------------------------------------

     At the annual meeting of the stockholders of UAL Corporation
on May 21, 1997, the following matters were voted upon:

                Description                                  Votes
                -----------                                  -----             
                
      1.  Election of Board of Directors
                                                   
          Public Directors:                           
            John A. Edwardson                     41,565,786    For
                                                     288,999    Withheld
                                                   
            Gerald Greenwald                      41,558,983    For
                                                     295,802    Withheld
                                                   
            John F. McGillicuddy                   41,547,707   For
                                                      307,078   Withheld
                                                   
            James J. O'Connor                      41,560,117   For
                                                      294,668   Withheld
                                                   
            Paul E. Tierney                        41,434,866   For
                                                      419,919   Withheld
                                                   
          Independent Directors:                      
            Duane D. Fitzgerald                             4   For
                                                            0   Withheld
                                                   
            Richard D. McCormick                            4   For
                                                            0   Withheld
                                                   
            John K. Van de Kamp                             4   For
                                                            0   Withheld
                                                   
            Paul A. Volcker                                 4   For
                                                            0   Withheld
                                                   
          ALPA  Director:                             
            Michael H. Glawe                                1   For
                                                            0   Withheld
                                                   
          IAM Director:                               
            John F. Peterpaul                               1   For
                                                            0   Withheld
                                                   
          Salaried/Management Employee Director:
            Joseph V. Vittoria                              3   For
                                                            0   Withheld
                                                   
                                                   
      2.  Ratification of the Appointment         108,549,753   For
          of Independent Public Accountants         3,364,631   Against
                                                    2,075,229   Abstain
                                                            0   Broker Non-Votes



Item 5.  Other Information.
- ------   -----------------

On July 30, 1997 United completed the sale of its 77% general
partnership interest in Apollo Travel Services Partnership
("ATS"), to Galileo International, Inc., a Delaware corporation
("Galileo"), for $539 million.  Before the sale of ATS, United
owned a 38% interest in Galileo International Partnership, a
Delaware general partnership, which reorganized as a corporation
and raised a portion of the proceeds used to purchase ATS through
the completion of an initial public offering (the "IPO").  After
giving effect to the IPO (including exercise of an over-allotment
option), United now owns a 32% equity interest in Galileo.



Item 6.  Exhibits and Reports on Form 8-K.
- ------   --------------------------------     

         (a) Exhibits
     
             A list of exhibits included as part of this Form 10-Q is
             set forth in an Exhibit Index which immediately precedes
             such exhibits.
     
         (b) Form 8-K dated May 6, 1997 to report a cautionary
             statement for purposes of the "Safe Harbor for Forward-
             Looking Statements" provision of the Private Securities
             Litigation Reform Act of 1995.
     
             Form 8-K dated July 21, 1997 to report a cautionary
             statement for purposes of the "Safe Harbor for Forward-
             Looking Statements" provision of the Private Securities
             Litigation Reform Act of 1995.


SIGNATURES
- ----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                   UAL CORPORATION


                                   By:  /s/ Douglas A. Hacker
                                        ---------------------
                                        Douglas A. Hacker
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (principal financial and
                                        accounting officer)


Dated:  August 7, 1997




                          Exhibit Index
                          -------------

Exhibit No.                    Description
- ----------                     -----------

10.1      Letter Agreement No. 6-1162-MDH-150R1 dated June 3,
          1997 to (a) the Agreement dated December 18, 1990
          between The Boeing Company ("Boeing") and United Air
          Lines, Inc. ("United") (and United Worldwide
          Corporation) for the acquisition of Boeing 747-400
          aircraft (filed as Exhibit 10.8 to UAL Corporation's
          ("UAL") Form 10-K for the year ended December 31, 1990,
          and incorporated herein by reference; supplements
          thereto filed as (i) Exhibits 10.4 and 10.5 to UAL's
          Form 10-K for the year ended December 31, 1991, (ii)
          Exhibits 10.3 through 10.6 and 10.22 to UAL's Form 10-Q
          for the quarter ended June 30, 1993, (iii) Exhibit 10.3
          to UAL's Form 10-K for the year ended December 31,
          1993, (iv) Exhibit 10.14 to UAL's Form 10-Q for the
          quarter ended June 30, 1994, (v) Exhibits 10.29 and
          10.30 to UAL's Form 10-K for the year ended December
          31, 1994, (vi) Exhibits 10.4 through 10.8 to UAL's Form
          10-Q for the quarter ended March 31, 1995, (vii)
          Exhibits 10.7 and 10.8 to UAL's Form 10-Q for the
          quarter ended June 30, 1995, (viii) Exhibit 10.41 to
          UAL's Form 10-K for the year ended December 31, 1995,
          (ix) Exhibits 10.4 - 10.8, and 10.17 to UAL's Form 10-Q
          for the quarter ended June 30, 1996, and (x) Exhibit
          10.1 to UAL's Form 10-Q for the quarter ended March 31,
          1997, as amended, and incorporated herein by
          reference), (b) the Agreement dated December 18, 1990
          between Boeing and United (and United Worldwide
          Corporation) for the acquisition of Boeing 777-200
          aircraft (filed as Exhibit 10.7 to UAL's Form 10-K for
          the year ended December 31, 1990, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.1, 10.2 and 10.22 to UAL's Form 10-Q for
          the quarter ended June 30, 1993, (ii) Exhibit 10.2 to
          UAL's Form 10-K for the year ended December 31, 1993,
          (iii) Exhibit 10.14 to UAL's Form 10-Q for the quarter
          ended June 30, 1994, (iv) Exhibits 10.27 and 10.28 to
          UAL's Form 10-K for the year ended December 31, 1994,
          (v) Exhibits 10.2 and 10.3 to UAL's Form 10-Q for the
          quarter ended March 31, 1995, (vi) Exhibits 10.4
          through 10.6 to UAL's Form 10-Q for the quarter ended
          June 30, 1995, (vii) Exhibits 10.37 through 10.40 to
          UAL's Form 10-K for the year ended December 31, 1995,
          (viii) Exhibits 10.9 through 10.12 and 10.17 to UAL's
          Form 10-Q for the quarter ended June 30, 1996, and
          incorporated herein by reference), (c) the Agreement
          dated October 25, 1988 between Boeing and United for
          the acquisition of 757-200 aircraft (filed as Exhibit
          10(K) to UAL's Form 10-K for the year ended December
          31, 1989, and incorporated herein by reference;
          supplements thereto filed as (i) Exhibits 10.14 through
          10.19 and 10.22 to UAL's Form 10-Q for the quarter
          ended June 30, 1993, (ii) Exhibit 10.14 to UAL's Form
          10-Q for the quarter ended June 30, 1994, (iii) Exhibit
          10.9 to UAL's Form 10-Q for the quarter ended March 31,
          1995, and (iv) Exhibits 10.13 through 10.17 to UAL's
          Form 10-Q for the quarter ended June 30, 1996, and
          incorporated herein by reference), (d) the Agreement
          dated as of March 1, 1990 between Boeing and United for
          the acquisition of 767-300ER aircraft (filed as Exhibit
          10(L) to UAL's Form 10-K for the year ended December
          31, 1989, and incorporated herein by reference;
          supplements thereto filed as (i) Exhibits 10.7 through
          10.13 and 10.22 to UAL's Form 10-Q for the quarter
          ended June 30, 1993, and (ii) Exhibit 10.14 to UAL's
          Form 10-Q for the quarter ended June 30, 1994, (iii)
          Exhibits 10.10 and 10.11 to UAL's Form 10-Q for the
          quarter ended March 31, 1995, and (iv) Exhibit 10.17 to
          UAL's Form 10-Q for the quarter ended June 30, 1996,
          and incorporated herein by reference), and (e) an
          amended and restated agreement dated as of March 19,
          1992 between Boeing and United for the acquisition of
          737 aircraft (filed as Exhibit 10.15 to UAL's Form 10-K
          for the year ended December 31, 1992, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.20, 10.21 and 10.22 to UAL's Form 10-Q for
          the quarter ended June 30, 1993, (ii) Exhibit 10.14 to
          UAL's Form 10-Q for the quarter ended June 30, 1994,
          (iii) Exhibit 10.34 to UAL's Form 10-K for the year
          ended December 31, 1994, and (iv) Exhibit 10.17 to
          UAL's Form 10-Q for the quarter ended June 30, 1997,
          and incorporated herein by reference).  (Exhibit 10.1
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

11        Calculation of Fully Diluted Net Earnings Per Share.

12.1      Computation of Ratio of Earnings to Fixed Charges.

12.2      Computation of Ratio of Earnings to Fixed Charges
          and Preferred Stock Dividend Requirements.

27        Financial Data Schedule.





                                                     
                                                 Exhibit 10.1
                                                 ------------


6-1162-MDH-150R1

June 3, 1997

United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666

Subject:      Letter Agreement No. 6-1162-MDH- 150R1 to Purchase
              Agreement No. 1485, 1595, 1602, 1663, 1670 and 
              Agreement of Purchase 6-1162-MDH-454 - [*CONFIDENTIAL 
              MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
              CONFIDENTIAL TREATMENT]

Gentlemen:

Reference is made to Purchase Agreement Nos. 1485, 1595, 1602,
1663 and 1670 (each individually a "Purchase Agreement", and
collectively the "Purchase Agreements") between The Boeing
Company ("Boeing") and United Air Lines, Inc. ("Buyer") relating
to the sale by Boeing and the purchase by Buyer of 737, 747, 757,
767 and 777 aircraft (hereinafter referred to as the Aircraft).
Further reference is made to Agreement of Purchase No. 6-1162-MDH-
454, such term AOP shall be deemed to include any Final Form of
Purchase Agreement, as defined therein, entered pursuant thereto
between Boeing and Buyer relating to the sale by Boeing and the
purchase by Buyer {AOP} of certain 767-322 {De-rated -322ER}
aircraft {hereinafter referred to as the 767-322 Aircraft}.

This letter agreement ("Letter Agreement"), when accepted by
Buyer, will become part of each Purchase
 Agreement and AOP and
will evidence our further agreement with respect to the matters
set forth below.

All terms used herein and in the Purchase Agreements and AOP, and
not defined herein, shall have the same meaning as in such
Purchase Agreements and AOP.  If there is any inconsistency
between the terms of this Letter Agreement and any such Purchase
Agreement or AOP or any Purchase Agreement Amendment thereto the
terms of this Letter Agreement will govern.

United Air Lines, Inc.
6-1162-MDH-150R1 Page 2

1 .       Widebody Business Concessions.
          -----------------------------

This Letter Agreement sets forth certain business concessions
extended by Boeing to Buyer as part of the following Supplemental
Agreements to the Purchase Agreements {the Supplemental
Agreements}:

          Supplemental Agreement No. 6 dated May 30, 1996 to
          Purchase Agreement No. 1485

          Supplemental Agreement No. 7 dated July 11, 1996 to
          Purchase Agreement No. 1485

          Supplemental Agreement No. 4 dated May 30, 1996 to
          Purchase Agreement No. 1663

          Supplemental Agreement No. 5 dated July 11, 1996 to
          Purchase Agreement No. 1663

          Supplemental Agreement No. 8 dated May 30, 1996 to
          Purchase Agreement No. 1670

          Supplemental Agreement No. 9 dated July 11, 1996 to
          Purchase Agreement No. 1670

Each such Supplemental Agreement identified certain Aircraft to
be purchased by Buyer to satisfy certain commitments of Buyer as
set forth in Letter Agreement No. [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Such Aircraft
and their respective months and years of scheduled delivery are
set forth in Attachment No. 1 to this Letter Agreement
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft and their respective months and
years of scheduled delivery are set forth in such Attachment No.
1 to this Letter Agreement [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

United Air Lines, Inc.
6-1162-MDH-150R1 Page 3

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

Such interest will be calculated using the 90 day AA Federal
Reserve Commercial Paper Composite rate as posted on page 120 in
Telerate (the Agreed Interest Rate), as on the close of business
on the first day of each quarter.  The accrued interest will be
paid by wire transfer to Buyer on the first business day of the
following quarter.  [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

United Air Lines, Inc.
6-1162-MDH-150R1 Page 4

                     A = B x C/(D-E) where

       A    =        [*CONFIDENTIAL MATERIAL
                     OMITTED AND FILED SEPARATELY WITH THE
                     SECURITIES AND EXCHANGE COMMISSION PURSUANT
                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].

       B    =        [*CONFIDENTIAL MATERIAL
                     OMITTED AND FILED SEPARATELY WITH THE
                     SECURITIES AND EXCHANGE COMMISSION PURSUANT
                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].
       
       C    =        [*CONFIDENTIAL MATERIAL
                     OMITTED AND FILED SEPARATELY WITH THE
                     SECURITIES AND EXCHANGE COMMISSION PURSUANT
                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].

       D    =        [*CONFIDENTIAL MATERIAL
                     OMITTED AND FILED SEPARATELY WITH THE
                     SECURITIES AND EXCHANGE COMMISSION PURSUANT
                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].
       
       E    =        [*CONFIDENTIAL MATERIAL
                     OMITTED AND FILED SEPARATELY WITH THE
                     SECURITIES AND EXCHANGE COMMISSION PURSUANT
                     TO A REQUEST FOR CONFIDENTIAL TREATMENT].
       
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

              1.2.1   Letter Agreement No. 1670-5R dated as of
       December 18, 1990, accepted and agreed to by Buyer on
       August 2, 1991 is amended to delete the Model 747-422
       Option Aircraft listed in Attachment No. 2 hereto, and as
       so amended such Letter Agreement No. 1670-5R shall remain
       in full force and effect, and

              1.2.2   the following letter agreements shall be
       deemed canceled and of no further force and effect:

    Letter Agreement No.   Title                Purchase Agreement No.
    -------------------    -----                ---------------------

           1485-8*       Option Aircraft (Block E)     1485
           1663-5        Option Aircraft               1663
           1595-4        Option Aircraft               1595

United Air Lines, Inc.
6-1162-MDH-150R1 Page 5

Notwithstanding the cancellation of Letter Agreement No. 1485-8,
Boeing and Buyer agree the provisions of paragraph 11.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of Letter Agreement No. 6-1162-TML-388
shall be applicable to the [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

United Air Lines, Inc.
6-1162-MDH-150R1 Page 6

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
                      
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

United Air Lines, Inc.
6-1162-MDH-150R1 Page 7

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

United Air Lines, Inc.
6-1162-MDH-150R1 Page 8

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

United Air Lines, Inc.
6-1162-MDH-150R1 Page 9


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].


Such interest under both advance payment schedules is to be
calculated at an annual rate of 9% on a 365/366 day year (simple
interest) up to and including the date of delivery of the
applicable Aircraft.

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

2.        Widebody Customer Support Matters.
          ---------------------------------

              2.1   737-300/500 Thrust Reverser Warning Light.  
                    -----------------------------------------

     Following Boeing's receipt of Buyer's no charge purchase
     order Boeing shall ship to Buyer the following:

United Air Lines, Inc.
6-1162-MDH-150R1 Page 10

Part No.                      Qty.               Description
- -------                       ---                -----------

65-73606-170                  12             Engine Accessory Unit

       
              2.2   Boeing Pilot Training Programs - Model
                    --------------------------------------
                    747/757/767/777.
                    ---------------

For the Model 747, 757, 767 and 777 aircraft, following Boeing's
receipt of Buyer's [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing shall provide to
Buyer the following quantity of sets of Boeing Pilot Training
Programs:

               Description             Qty. per Model
               -----------             --------------

  Flight Training CBT Courseware          [*CONFIDENTAIL 
  (including Flight Crew Training         MATERIAL
  and Cabin Attendant)                    OMITTED AND
                                          FILED
  Flight Crew Video Briefings             SEPARATELY
                                          WITH THE        
  Full sized colored instrument           SECURITIES AND
  panel configuration illustration        EXCHANGE
                                          COMMISSION
  Electrically Plotted or Computer        PURSUANT TO A
  Graphics Metafile Format                REQUEST FOR
                                          CONFIDENTIAL
                                          TREATMENT]

              2.3   Model 777 Simulator Data Package.
                    --------------------------------

Following Boeing's receipt of Buyer's [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],
Boeing will deliver to Buyer Model 777 Simulator Data Packages to
allow Buyer to:

                  2.3.1     Add 777 "B" Market capability to its "A"
                            Market Simulator; and
                  2.3.2     Add 777 "A" Market capability to its "B"
                            Market simulator.

United Air Lines, Inc.
6-1162-MDH-150R1 Page 11


              2.4  Model 757 Simulator Data Package - 1997 Price.
                   ---------------------------------------------

For Subsequent Sets of Model 757 Simulator Data Packages and
Concurrent Sets of Model 757 Simulator Data Packages purchased
under Letter Agreement No. 6-1162-GKW-263 to Purchase Agreement
No. 1485, Boeing shall extend to Buyer Boeing's 1997 price of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] per Subsequent Set and [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per Concurrent Set.
       
              2.5  Flight Simulator Hardware Support.
                   ---------------------------------

                  2.5.1 For the Model 747 and 757, Boeing will work
with Buyer to pre-implement a set of either long lead, or a
complete set of, hardware for a new simulator in the required
simulator tail number.  Buyer will submit to Boeing a "coverage"
P/O which will not be executed until selection of a simulator
manufacturer to be used in this pre-implementation.  Boeing also
pre-implements generic simulator long-lead hardware that may be
allocated to Buyer with appropriate notification.  Kits are
allocated based on notification, lead times, training needs,
airplane delivery, etc.  Notification must occur in a timely
fashion or kits may not be available as required by Buyer.  Once
the kit is allocated, Buyer will then have first right of refusal
on it.  Only hardware requirement dates of greater than six
months on receipt of order will be accepted by Boeing for
hardware required in addition to allocated pre-implemented kit.

                  2.5.2 Required Boeing proprietary hardware may be
purchased at the then-current Boeing Spares Catalog prices.  In
the event that Buyer elects to submit Purchase Orders to Boeing
for selected vendor hardware, such Purchase Orders shall be
processed by Boeing in the same manner as sustaining spares for
the Aircraft, in accordance with the applicable terms and
conditions of Spare Parts General Terms Agreement No. 22, dated
October 25, 1967 as amended and supplemented.

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].  This service will apply to Buyer's
Fleet indicated above and will be provided [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] to Buyer for a period of ten (10) years commencing
with the delivery [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

United Air Lines, Inc.
6-1162-MDH-150R1 Page 12

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

All Manuals specified in this paragraph 2.7 will be produced in
accordance with Air Transport Association (ATA) Specification
100, and to the revision level specified in the applicable
Purchase Agreement. [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].  If Boeing introduces
and offers new technical documentation formats not currently
offered, Buyer may elect to substitute the formats, in lieu of
the existing formats, at Boeing's then current price and
applicable terms and conditions.

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

United Air Lines, Inc.
6-1162-MDH-150R1 Page 13

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

4.      Confidentiality.
        ---------------

This Letter Agreement is subject to the confidentiality
provisions of the following Letter Agreements and the AOP.

            Letter Agreement No.       Purchase Agreement No.
            -------------------        ---------------------

                 6-1162-GKW-132             1485
                 6-1162-DLJ-886             1670
                 6-1162-DLJ-832             1663
                 6-1162-GKW-653             1595

United Air Lines, Inc.
6-1162-MDH-150R1 Page 14


If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY



By  /s/ M.D. Hurt
    -------------
Its  Attorney In Fact
     ----------------

ACCEPTED AND AGREED TO this

Date:  June 3, 1997
       ------------

UNITED AIR LINES, INC.



By  /s/ Douglas A. Hacker
    ---------------------
      Douglas A. Hacker
Its   Senior Vice President and
      Chief Financial Officer
      -----------------------

Attachment No. 1 to
6-1162-MDH-150R1 Page 1

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 2 to
6-1162-MDH-150R1 Page 1

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 2 to
6-1162-MDH-150R1 Page 2

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 2 to
6-1162-MDH-150R1 Page 3

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 3 to
6-1162-MDH-150R1
5/30/97 12:07 AM

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 4 to
6-1162-MDH-150R1 Page 1

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 5 to
6-1162-MDH-150R1 Page 1

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

Attachment No. 6 to
6-1162-MDH-150R1 Page 1

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]





<TABLE>
<CAPTION>
                                                              Exhibit 11

             UAL Corporation and Subsidiary Companies
        Calculation of Fully Diluted Net Earnings Per Share
                  (In Millions, Except Per Share)
                              
                                    Three Months         Six Months
                                   Ended June 30        Ended June 30
                                   1997     1996        1997     1996
                                   ----     ----        ----     ----
<S>                               <C>      <C>        <C>      <C>
Earnings:                                                     
 Earnings before preferred                                     
  stock transactions, distributions 
  on preferred securities and 
  extraordinary item              $ 243    $ 226       $ 350    $ 233
 Preferred stock dividends          (19)     (16)        (38)     (32)
 Interest on convertible                                       
  debentures                          -        -           -        3
                                   ----     ----        ----     ----
 Earnings before preferred                                     
  stock transactions, distributions 
  on preferred securities and
  extraordinary item for          
  fully diluted calculation         224      210         312      204
 Preferred stock transactions         -      (15)          -      (21)
 Distributions on preferred          
  securities                         (1)       -          (3)       -
 Extraordinary loss on early                                   
  extinguishment of debt              -      (30)          -      (59)
                                   ----     ----        ----     ----
 Net earnings for fully diluted  
  calculation                     $ 223    $ 165       $ 309    $ 124
                                   ====     ====        ====     ====
Shares:                                                          
 Average number of shares of                                   
  common stock outstanding 
  during the period                59.3     57.5        59.0     53.9
 Additional shares assumed                                     
  issued at the beginning of 
  the period (or at the date of
  issuance) for conversion of    
  preferred stock                  34.4     22.6        33.0     21.0
 Additional shares assumed                                     
  issued at the beginning of the 
  period for conversion of
  convertible debentures              -      0.8           -      4.2
 Additional shares assumed issued 
  at the beginning of the period
 
  (or at the date of issuance) for 
  exercises of dilutive stock 
  options and stock award plans 
  (after deducting shares assumed                                   
  purchased under the treasury 
  stock method)                     2.9      2.5         2.8      2.5
                                   ----     ----        ----     ----
 Average number of shares for                                  
  fully diluted calculation        96.6     83.4        94.8     81.6
                                   ====     ====        ====     ====
Fully diluted per share amounts:                                 
 Earnings before preferred stock                                    
  transactions and extraordinary 
  item                           $ 2.31   $ 2.53      $ 3.26   $ 2.49
 Preferred stock transactions,        
  net of tax                         -     (0.18)         -     (0.25)
 Extraordinary loss on early                                   
  extinguishment of debt, 
  net of tax                         -     (0.36)         -     (0.73)
                                  -----    -----       -----    -----
 Net earnings                    $ 2.31   $ 1.99      $ 3.26   $ 1.51
                                  =====    =====       =====    =====
                                                                 
</TABLE>
                              




<TABLE>
<CAPTION>
                                                            Exhibit 12.1

         
          UAL Corporation and Subsidiary Companies
                              
      Computation of Ratio of Earnings to Fixed Charges
                              
                                            
                                            Six Months Ended
                                                June 30
                                            1997        1996
                                              (In Millions)
                                            ----------------
<S>                                       <C>        <C>
Earnings:                                                 
                                                          
   Earnings before income taxes and                       
     extraordinary item                   $  559      $  382
   Fixed charges, from below                 482         548
   Undistributed earnings of affiliates      (40)        (32)
   Interest capitalized                      (50)        (39)
                                           -----       -----
     Earnings                             $  951      $  859
                                           =====       =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                       $  140      $  159
   Portion of rental expense 
    representative of the interest factor    342         389
                                           -----       -----
     Fixed charges                        $  482      $  548
                                           =====       =====
                                                          
Ratio of earnings to fixed charges          1.97        1.57
                                           =====       =====
                                                          
</TABLE>
                                                          






<TABLE>
<CAPTION>
                                                        Exhibit 12.2

          UAL Corporation and Subsidiary Companies
                              
      Computation of Ratio of Earnings to Fixed Charges
                              
          and Preferred Stock Dividend Requirements

                                               Six Months Ended
                                                   June 30
                                               1997        1996
                                                 (In Millions)
                                               ----------------
<S>                                          <C>         <C>
Earnings:                                                 
                                                          
   Earnings before income taxes and                       
     extraordinary item                       $  559     $  382
   Fixed charges, from below                     546        600
   Undistributed earnings of affiliates          (40)       (32)
   Interest capitalized                          (50)       (39)
                                               -----      -----     
     Earnings                                 $1,015     $  911
                                               =====      =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                           $  140     $  159
   Preferred stock dividend requirements          64         52
   Portion of rental expense                              
    representative of the interest factor        342        389
                                               -----      -----
     Fixed charges                            $  546     $  600
                                               =====      =====
                                                          
Ratio of earnings to fixed charges              1.86       1.52
                                               =====      =====
</TABLE>
                                                          





<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS FOR 
THE SIX MONTHS ENDED JUNE 30, 1997 AND CONDENSED STATEMENT OF 
CONSOLIDATED FINANCIAL POSITION AS OF JUNE 30, 1997 AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<PERIOD-TYPE>                                        6-MOS
<CASH>                                                  77
<SECURITIES>                                           522
<RECEIVABLES>                                        1,163
<ALLOWANCES>                                             0
<INVENTORY>                                            350
<CURRENT-ASSETS>                                     2,624
<PP&E>                                              15,749
<DEPRECIATION>                                       6,154
<TOTAL-ASSETS>                                      13,925
<CURRENT-LIABILITIES>                                5,403
<BONDS>                                              3,007
<PREFERRED-MANDATORY>                                  102
<PREFERRED>                                              0
<COMMON>                                                 1
<OTHER-SE>                                           1,670
<TOTAL-LIABILITY-AND-EQUITY>                        13,925
<SALES>                                                  0
<TOTAL-REVENUES>                                     8,503
<CGS>                                                    0
<TOTAL-COSTS>                                        7,897
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<INCOME-PRETAX>                                        559
<INCOME-TAX>                                           209
<INCOME-CONTINUING>                                    347
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           347
<EPS-PRIMARY>                                         3.26
<EPS-DILUTED>                                         3.26
                                                      

</TABLE>