SECURITIES AND EXCHANGE COMMISSION
                                        
                                 Washington D.C. 20549
                                        
                                       FORM 11-K
                                        
                 FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
                   AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
                                        
(Mark One)

   [ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

 For the fiscal year ended November 30, 1997

                                       OR

   [   ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

 For the transition period from ___ to ___

 Commission File No. 1 - 6033

    A.  United Air Lines, Inc.
        Flight Attendant Employees' 401(k) Retirement Savings Plan
       (Full title of the Plan)

        United Air Lines, Inc.
       (Employer sponsoring the Plan)


    B.  UAL Corporation
       (Issuer of the shares held pursuant to the Plan)

        1200 Algonquin Road, Elk Grove Township, Illinois
        Mailing Address: P.O. Box 66100, Chicago, Illinois  60666
       (Address of principal executive offices)
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                        
                                        
                                        
       To the Board of Directors
       of United Air Lines, Inc.:
       
       We have audited the accompanying statement of net assets available
       for plan benefits of the United Air Lines, Inc. Flight Attendant
       Employees' 401(k) Retirement Savings Plan as of November 30, 1997
       and 1996, and the related statement of changes in net assets
       available for plan benefits for the years then ended.  These
       financial statements are the responsibility of the Plan
       Administrator.  Our responsibility is to express an opinion on
       these financial statements based on our audits.
       
       We conducted our audits in accordance with generally accepted
       auditing standards.  Those standards require that we plan and
       perform the audit to obtain reasonable assurance about whether
       the financial statements are free of material misstatement.
       An audit includes examining, on a test basis, evidence supporting
       the amounts and disclosures in the financial statements.  An audit
       also includes assessing the accounting principles used and
       significant estimates made by the Plan Administrator, as well as
       evaluating the overall financial statement presentation.  We
       believe that our audits provide a reasonable basis for our opinion.
       
       In our opinion, the financial statements  referred to above present
       fairly, in all material respects, the net assets available for plan
       benefits of the United Air Lines, Inc. Flight Attendant Employees'
       401(k) Retirement Savings Plan as of November 30, 1997 and 1996,
       and the changes in its net assets available for plan benefits for
       the years then ended in conformity with generally accepted
       accounting principles.
       
       
                                          /s/  ARTHUR ANDERSEN LLP

                                          ARTHUR ANDERSEN LLP
       
       Chicago, Illinois
       May 22, 1998








Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the United Air Lines, Inc. Pension and Welfare Plans Administration
Committee has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.






                                           United Air Lines, Inc.
                                         Flight Attendant Employees'
                                       401(k) Retirement Savings Plan





Dated May 27, 1998                     By  /s/  Douglas A. Hacker

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

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

<TABLE>
<CAPTION>
                                                   November 30        
                                              1997              1996
INVESTMENT IN MASTER TRUST                                  
<S>                                         <C>              <C>
  Magellan Fund                             $ 37,784         $ 24,337
                                                                        
  Equity-Income Fund                          28,838           13,650
                                                                        
  Growth Company Fund                        122,535           99,574
                                                                        
  Government Securities Fund                     998            1,059
                                                                        
  OTC Portfolio                               24,554           15,236
                                                                        
  Overseas Fund                               44,059           36,521
                                                                        
  Balanced Fund                               40,910           31,972
                                                                        
  Asset Manager                                5,254            3,606
                                                                        
  Asset Manager: Growth                       11,059            6,362
                                                                        
  Asset Manager: Income                        1,340              383
                                                                        
  Retirement Money Market Portfolio            5,268            3,656
                                                                        
  U. S. Bond Index Portfolio                   1,591              742
                                                                        
  U. S. Equity Index Portfolio               123,790           89,866
                                                                        
  Stated Return Fund                         132,868          138,477
                                                                        
  Blended Income Fund                         40,804           36,888
                                                                        
  UAL Stock Fund                              29,338           14,356
                                                                        
                                                                        
NET ASSETS AVAILABLE FOR PLAN                                           
   BENEFITS                                 $650,990         $516,685
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                       Year ended November 30           
                                                 1997               
                                                                     
                                        EQUITY-      GROWTH      GOVERNMENT
                          MAGELLAN      INCOME       COMPANY     SECURITIES
                            FUND         FUND         FUND          FUND
                                                              
                                                              
<S>                        <C>          <C>          <C>          <C>
NET ASSETS AVAILABLE                                                 
   FOR PLAN BENEFITS,                                                     
   beginning of year       $ 24,337     $ 13,650     $ 99,574     $  1,059
                                                                          
CONTRIBUTIONS                 5,001        3,328       13,779          109
                                                                          
TRANSFERS                                                            
   BETWEEN FUNDS              2,949        7,493      (4,395)        (211)
                                                                     
TRANSFERS                                                                 
   BETWEEN PLANS                (5)          (7)         (32)          -
                                                                          
RESULTS OF INVESTMENT                                                     
   ACTIVITY                                                               
     Dividends                  848          992        3,974           42
     Interest                   -            -            -            -
     Net appreciation                                                
       (depreciation)                                                     
        in value of                                                       
        investments           4,967        3,709       10,945            4
                              5,815        7,493       14,919           46
                                                                          
PAYMENTS TO PLAN                                                     
   PARTICIPANTS               (311)        (323)      (1,304)          (5)
                                                                     
ADMINISTRATIVE                                                            
   EXPENSES                     (2)          (4)          (6)          -
                                                                          
                                                                          
NET ASSETS AVAILABLE                                                      
   FOR PLAN BENEFITS,                                                     
   end of year             $ 37,784     $ 28,838     $122,535     $    998

</TABLE>

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

<TABLE>
<CAPTION>
                                      Year ended November 30          
                                                1997              
                                                                      
                             OTC        OVERSEAS     BALANCED       ASSET
                          PORTFOLIO       FUND         FUND        MANAGER
                                                                  
                                                                  
<S>                        <C>           <C>          <C>          <C>
NET ASSETS AVAILABLE                                                  
   FOR PLAN BENEFITS,                                                      
   beginning of year       $ 15,236      $ 36,521     $ 31,972     $  3,606
                                                                           
CONTRIBUTIONS                 3,348         5,889        4,394          752
                                                                           
TRANSFERS                                                             
   BETWEEN FUNDS              4,214       (2,007)      (1,289)          196
                                                                      
TRANSFERS                                                             
   BETWEEN PLANS                (1)           (7)          (6)          (7)
                                                                      
RESULTS OF INVESTMENT                                                      
   ACTIVITY                                                                
     Dividends                1,386         2,234        3,257          306
     Interest                   -             -            -            -
     Net appreciation                                                 
       (depreciation)                                                      
        in value of                                                        
        investments             522         1,770        3,223          426
                              1,908         4,004        6,480          732
                                                                           
PAYMENTS TO PLAN                                                      
   PARTICIPANTS               (151)         (340)        (637)         (25)
                                                                      
ADMINISTRATIVE                                                             
   EXPENSES                     -             (1)          (4)          -
                                                                           
                                                                           
NET ASSETS AVAILABLE                                                       
   FOR PLAN BENEFITS,                                                      
   end of year             $ 24,554      $ 44,059     $ 40,910     $  5,254
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                          Year ended November 30               
                                                    1997                   
                                                                               
                                               RETIREMENT       U.S.         U.S.
                         ASSET       ASSET        MONEY         BOND        EQUITY
                        MANAGER:    MANAGER:     MARKET        INDEX         INDEX
                         GROWTH      INCOME     PORTFOLIO    PORTFOLIO     PORTFOLIO
                                                                          
                                                                          
<S>                     <C>         <C>          <C>           <C>           <C>
NET ASSETS AVAILABLE                                                            
   FOR PLAN BENEFITS,                                                                
   beginning of year    $  6,362    $    383     $  3,656      $    742      $ 89,866
                                                                                     
CONTRIBUTIONS              1,768         137          634           182         5,413
                                                                                     
TRANSFERS                                                                       
   BETWEEN FUNDS           1,472         768          853           577         2,825
                                                                                
TRANSFERS                                                                            
   BETWEEN PLANS             -           -            -             -            (20)
                                                                                     
RESULTS OF INVESTMENT                                                                
   ACTIVITY                                                                          
     Dividends               545          33          263            78           -
     Interest                -           -            -             -             -
     Net appreciation                                                           
       (depreciation)                                                                
        in value of                                                                  
        investments        1,108          26          -              17        26,688
                           1,653          59          263            95        26,688
                                                                                     
PAYMENTS TO PLAN                                                                
   PARTICIPANTS            (195)         (7)        (137)           (5)         (979)
                                                                                
ADMINISTRATIVE                                                                       
   EXPENSES                  (1)         -            (1)           -             (3)
                                                                                     
                                                                                     
NET ASSETS AVAILABLE                                                                 
   FOR PLAN BENEFITS,                                                                
   end of year          $ 11,059    $  1,340     $  5,268      $  1,591      $123,790
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                       Year ended November 30          
                                                1997                
                                                                      
                           STATED       BLENDED        UAL            
                           RETURN       INCOME        STOCK           
                            FUND         FUND          FUND        TOTAL
                                                                
                                                                
<S>                        <C>          <C>           <C>          <C>
NET ASSETS AVAILABLE                                                  
   FOR PLAN BENEFITS,                                                      
   beginning of year       $138,477     $ 36,888      $ 14,356     $516,685
                                                                           
CONTRIBUTIONS                   -          7,378         2,947       55,059
                                                                           
TRANSFERS                                                             
   BETWEEN FUNDS           (13,263)      (5,360)         5,178          -
                                                                      
TRANSFERS                                                             
   BETWEEN PLANS               (21)          108           (1)            1
                                                                      
RESULTS OF INVESTMENT                                                      
   ACTIVITY                                                                
     Dividends                  -            -             -         13,958
     Interest                 9,648        2,550           -         12,198
     Net appreciation                                                 
       (depreciation)                                                      
        in value of                                                        
        investments             -            -           7,060       60,465
                              9,648        2,550         7,060       86,621
                                                                           
PAYMENTS TO PLAN                                                      
   PARTICIPANTS             (1,965)        (727)         (185)      (7,296)
                                                                      
ADMINISTRATIVE                                                             
   EXPENSES                     (8)         (33)          (17)         (80)
                                                                           
                                                                           
NET ASSETS AVAILABLE                                                       
   FOR PLAN BENEFITS,                                                      
   end of year             $132,868     $ 40,804      $ 29,338     $650,990
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                      Year ended November 30         
                                               1996               
                                                                    
                                       EQUITY-      GROWTH     GOVERNMENT
                          MAGELLAN     INCOME       COMPANY    SECURITIES
                            FUND        FUND         FUND         FUND
                                                               
                                                               
<S>                        <C>          <C>         <C>          <C>
NET ASSETS AVAILABLE                                                
   FOR PLAN BENEFITS,                                                    
   beginning of year       $ 17,091     $  4,631    $ 68,308     $    261
                                                                         
CONTRIBUTIONS                 5,576        1,893      13,270          106
                                                                         
TRANSFERS                                                           
   BETWEEN FUNDS              (576)        5,355       4,758          664
                                                                    
TRANSFERS                                                                
   BETWEEN PLANS                  1          -          (21)          -
                                                                         
RESULTS OF INVESTMENT                                                    
   ACTIVITY                                                              
     Dividends                4,364          422       3,512           27
     Interest                   -            -           -            -
     Net appreciation                                               
       (depreciation)                                                    
        in value of                                                      
        investments         (1,604)        1,653      11,748            6
                              2,760        2,075      15,260           33
                                                                         
PAYMENTS TO PLAN                                                    
   PARTICIPANTS               (513)        (300)     (1,991)          (5)
                                                                    
ADMINISTRATIVE                                                           
   EXPENSES                     (2)          (4)        (10)          -
                                                                         
                                                                         
NET ASSETS AVAILABLE                                                     
   FOR PLAN BENEFITS,                                                    
   end of year             $ 24,337     $ 13,650    $ 99,574     $  1,059
                                        
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                           Year ended November 30              
                                                     1996                    
                                                                                
                                                RETIREMENT      U.S.          U.S.
                         ASSET       ASSET        MONEY         BOND         EQUITY
                        MANAGER:   MANAGER:       MARKET        INDEX        INDEX
                         GROWTH     INCOME      PORTFOLIO     PORTFOLIO    PORTFOLIO
                                                                          
                                                                          
<S>                     <C>         <C>          <C>           <C>           <C>
NET ASSETS AVAILABLE                                                            
   FOR PLAN BENEFITS,                                                                
   beginning of year    $  3,407    $    331     $  1,120      $    352      $ 66,960
                                                                                     
CONTRIBUTIONS              1,290         109          420           144         4,065
                                                                                     
TRANSFERS                                                                       
   BETWEEN FUNDS             720        (59)        2,067           235           775
                                                                                
TRANSFERS                                                                            
   BETWEEN PLANS             -           -            -             -             (1)
                                                                                     
RESULTS OF INVESTMENT                                                                
   ACTIVITY                                                                          
     Dividends                53          19          111            40           -
     Interest                -           -            -             -               1
     Net appreciation                                                           
       (depreciation)                                                                
        in value of                                                                  
        investments          980          16          -               3        19,287
                           1,033          35          111            43        19,288
                                                                                     
PAYMENTS TO PLAN                                                                
   PARTICIPANTS             (86)        (33)         (61)          (32)       (1,217)
                                                                                
ADMINISTRATIVE                                                                       
   EXPENSES                  (2)         -            (1)           -             (4)
                                                                                     
                                                                                     
NET ASSETS AVAILABLE                                                                 
   FOR PLAN BENEFITS,                                                                
   end of year          $  6,362    $    383     $  3,656      $    742      $ 89,866
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                       Year ended November 30          
                                                1996                
                                                                      
                           STATED       BLENDED        UAL            
                           RETURN       INCOME        STOCK           
                            FUND         FUND          FUND        TOTAL
                                                                
                                                                
<S>                        <C>          <C>           <C>          <C>
NET ASSETS AVAILABLE                                              
   FOR PLAN BENEFITS,                                                      
   beginning of year       $145,925     $ 33,301      $  5,614     $410,036
                                                                           
CONTRIBUTIONS                   (4)        8,417         2,001       51,084
                                                                           
TRANSFERS                                                             
   BETWEEN FUNDS           (15,289)      (5,948)         5,379          -
                                                                      
TRANSFERS                                                             
   BETWEEN PLANS               (18)           71          (30)            1
                                                                      
RESULTS OF INVESTMENT                                                      
   ACTIVITY                                                                
     Dividends                  -            -             -         11,820
     Interest                 9,520        2,222             1       11,745
     Net appreciation                                                 
       (depreciation)                                                      
        in value of                                                        
        investments             -            -           1,643       41,421
                              9,520        2,222         1,644       64,986
                                                                           
PAYMENTS TO PLAN                                                      
   PARTICIPANTS             (1,642)      (1,096)         (251)      (9,293)
                                                                      
ADMINISTRATIVE                                                             
   EXPENSES                    (15)         (79)           (1)        (129)
                                                                           
                                                                           
NET ASSETS AVAILABLE                                                       
   FOR PLAN BENEFITS,                                                      
   end of year             $138,477     $ 36,888      $ 14,356     $516,685
                                        
</TABLE>

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

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

     b. Contributions and Vesting

        Eligible employees may elect to contribute to the Plan, in
        multiples of 1%, any percentage of their covered earnings, up to
        25% of each paycheck, subject to a maximum of $9,500 in 1997 and
        $10,000 in 1998.  Lower limits may apply to certain highly
        compensated participants if the Plan does not pass certain
        nondiscrimination tests required by law.  Contributions and
        earnings are credited to separate accounts maintained for each
        participant.  Participants are immediately vested in their salary
        deferral contributions.

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

        Contributions include $185,400 and $326,534 for 1997 and 1996,
        respectively, which were transferred from other qualified plans as
        rollovers under Internal Revenue Code Sections 401(a) and 401(k).

     c. Trustee and Recordkeeper

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

     d. Master Trust Funds

        Fidelity provides each participant with fifteen investment
        options: Fidelity Magellan Fund; Fidelity Equity-Income Fund;
        Fidelity Growth Company Fund; Fidelity Government Securities Fund;
        Fidelity OTC Portfolio; Fidelity Overseas Fund; Fidelity Balanced
        Fund; Fidelity Asset Manager; Fidelity Asset Manager: Growth;
        Fidelity Asset Manager: Income; Fidelity Retirement Money Market
        Portfolio; Fidelity U.S. Bond Index Portfolio; Fidelity U.S.
        Equity Index Portfolio; Blended Income Fund and the UAL Stock
        Fund.  These funds are managed by Fidelity or Fidelity Investments
        (manager of Fidelity Mutual Funds).  The investments represent the
        Plan's allocable share of the funds.
    
    
        The Stated Return Fund is invested in Connecticut General's
        general portfolio.  The investment in and interest earned on the
        Stated Return Fund are guaranteed against loss by Connecticut
        General.  Interest is credited monthly to the participant's
        account and is net of administrative expenses.  The rate of
        interest for any period of time is determined by Connecticut
        General and may be changed from time to time.  Any such change
        will be declared in advance and will become effective as of the
        first day of the month immediately following the date the notice
        is given.  The net rate for 1997 was 7.40%.  However, no further
        contributions can be made to this fund.

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

        Assets in the UAL Stock Fund are invested in UAL Corporation
        common stock and are valued at market prices quoted on the NYSE.
        Participants may invest in the UAL Stock Fund through direct
        salary deferrals.
       
        The Blended Income Fund includes investment contracts purchased
        by Fidelity from approved institutions that meet its stringent
        credit standards at the time of purchase.  The fund may also
        include other high quality, income-oriented investments.  The
        contracts held by the Blended Income Fund are fully benefit
        responsive, and accordingly, have been included in the financial
        statements at contract value.  There are no reserves against
        contract value for credit risk of the contract issuers or
        otherwise.  The fair values of the investment contracts at
        November 30, 1997 and 1996 were $40,718 and $37,353 (in thousands),
        respectively.  The average yield for the years ending November
        30, 1997 and 1996 was approximately 6.6%.  The crediting interest
        rates as of November 30, 1997 and 1996 were approximately 6.5% and
        6.3%, respectively.

        The remaining investment options are public mutual funds traded
        on the NYSE.  Portfolio securities and other assets are valued
        primarily on the basis of market quotations or, if quotations
        are not readily available, by a method which each fund's Board of
        Trustees believes accurately reflects fair value.  Foreign
        securities are valued based on quotations from the primary market
        in which they are traded and are translated from the local currency
        into U.S. dollars using current exchange rates.
        
        The Fidelity Magellan Fund invests primarily in securities of
        domestic, foreign, and multinational issuers in the form of common
        stocks, securities convertible into common stocks, and,
        occasionally, debt securities.
        
        The Fidelity Equity-Income Fund invests primarily in income-producing 
        equity securities, both domestic and foreign.  It seeks to achieve 
        income greater than that of the S&P 500.
        
        The Fidelity Growth Company Fund invests in common stocks, 
        securities convertible into common stocks, and, occasionally, debt
        obligations from companies viewed as having unusual opportunities 
        to grow.
        
        The Fidelity Government Securities Fund invests primarily in fully 
        guaranteed U.S. government bonds with any maturity.  The average 
        maturity is approximately two to five years.
        
        The Fidelity OTC Portfolio primarily invests in stocks traded in 
        the "over-the-counter" market, which involves the investment in 
        securities of smaller, lesser-known companies.
        
        The Fidelity Overseas Fund normally invests at least 65% of its 
        total assets in common stock, securities convertible to common
        stock and debt instruments of foreign businesses and governments.  
        Fidelity Investments expects to invest most of the assets in 
        developed countries in these general geographic areas; the Americas
        (other than the United States), the Far East and Pacific Basin, 
        and Western Europe.
        
        The Fidelity Balanced Fund maintains a balance of high-yielding 
        securities, including foreign and domestic stocks and bonds.  
        At least 25% of the assets are invested in fixed-income senior 
        securities.  All bonds in the Fund's portfolio are rated BBB or 
        better by Standard & Poor's Corporation, or Baa or better by Moody's
        Investors Service, Inc.
        
        The Fidelity Asset Manager invests in stocks, bonds and short-term 
        instruments in both domestic and foreign markets to achieve high 
        total returns in the long run.  The allocation between these three 
        types of investments is generally 40%, 40%, and 20%, respectively, 
        however it may vary between the following ranges: stocks - 
        10% to 60%; bonds - 20% to 60%; and short-term instruments - 
        0% to 70%.
        
        The Fidelity Asset Manager: Growth: invests in stocks, bonds and 
        short-term instruments in both domestic and foreign markets to
        achieve long term maximum total investment return.  The allocation 
        between these three types of investments is generally 65%, 30%,
        and 5%, respectively, however it may vary between the following 
        ranges: stocks - 0% to 100%; bonds - 0% to 100%; and short-term
        instruments - 0% to 100%.
        
        The Fidelity Asset Manager: Income: invests in stocks, bonds and 
        short-term instruments in both domestic and foreign markets to
        achieve a high level of current income, and capital appreciation.  
        The allocation between these three types of investments is
        generally 20%, 30%, and 50%, respectively, however it may vary 
        between the following ranges: stocks - 0% to 35%; bonds - 20% to
        45%; and short-term instruments - 20% to 80%.
        
        The Fidelity Money Market Trust: Retirement Money Market 
        Portfolio: invests in high quality, low risk domestic and foreign
        money market instruments, primarily short-term instruments with 
        maturities of three months or less.
        
        The Fidelity U.S. Bond Index Portfolio primarily invests in 
        securities included in the Lehman Brothers Aggregate Bond Index in
        order to achieve comparable investment results.
        
        Fidelity is authorized to engage in the lending of certain Plan 
        assets.  Securities lending is an investment management enhancement 
        that utilizes the existing securities of the Funds to earn 
        additional income.  It involves the loan of securities to various 
        approved brokers.  In return for loaned securities, Fidelity 
        receives collateral in the form of cash and U.S. government 
        securities as a safeguard against possible default of any borrower 
        on return of the loan.  Each loan is collateralized to the extent 
        of 100 percent of the market value of securities on loan.  The 
        collateral is marked-to-market on a daily basis to maintain the 
        margin requirement.
        
        On July 12, 1994, UAL Corporation underwent a recapitalization 
        under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, 
        pursuant to which the shareholders engaged in a recapitalization 
        exchange with UAL Corporation.  Each share of Old Common Stock was 
        exchanged for a package consisting of one half of a share of New
        Common Stock and $84.81 in cash.  The cash consideration received 
        by the Trustee on behalf of Plan participants was used to purchase 
        additional shares of New Common Stock or, at the direction of Plan
        participants, was transferred to other investment funds.  Pursuant 
        to the terms of the recapitalization, participants' direct salary 
        deferrals and fund transfers into the UAL Stock Fund were 
        temporarily suspended from July 12, 1994 to August 4, 1994.  On 
        May 20, 1996 (with a May 6, 1996 record date), UAL Common Stock 
        underwent a 4 for 1 stock split.  Shares held in the UAL Stock Fund 
        were adjusted accordingly.
       
       
     e. Withdrawals

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

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

           Withdrawals of balances attributable to the United Air Lines,
           Inc. Flight Attendant Employees' Savings Plan or "the Prior
           Plan" are normally made in the form of a single life annuity, if
           the participant is unmarried, or a 50% contingent annuity with
           the spouse as the contingent annuitant, if the participant is
           married.  Spousal consent is required if the participant elects
           to take a distribution in the form of a lump sum payment,
           periodic distributions, or other forms of annuities.
           Withdrawals of balances from the 401(k) account may be made
           in the form of a lump sum, periodic distributions, irregular
           partial distributions, or through the purchase of an annuity
           other than a life annuity.  Spousal consent is not required for
           distribution of 401(k) balances.  Participants who have
           terminated employment are able to defer the distribution of
           balances attributable to "the Prior Plan" and the 401(k) account
           until April 1 of the next calendar year after reaching age
           70-1/2.
           
           Distributions of accounts due to the death of a participant may 
           be taken by the participant's beneficiary in the form of a lump 
           sum payment or through the purchase of an annuity, subject to the 
           limitations of Internal Revenue Code 401(a)(9).  The 
           participant's surviving spouse, if any, is automatically the
           beneficiary of the account, unless the spouse waives this right.
           
           In-service withdrawals for participants who are actively employed 
           or are absent due to reasons of illness, layoff, or approved 
           leave of absence who maintain an employer-employee relationship 
           with United Air Lines, Inc. are permitted as follows in lump sum 
           form only:
            -   Discretionary withdrawals of post-tax contributions and
                earnings
            -   Hardship withdrawals from 401(k) account, subject to
                restrictions described in the Plan
            -   After reaching age 59-1/2, subject to certain requirements 
                specified in the Plan, all or a portion of the participant's 
                401(k) account may be withdrawn
            -   Upon reaching age 70-1/2, minimum distributions required 
                under Internal Revenue Code 401(a)(9) must be taken no later 
                than April 1 following the calendar year that the participant 
                has reached age 70-1/2.  Effective January 1, 1997, active 
                participants that have reached age 70-1/2 may choose to defer 
                distribution.

           If a participant's account has never exceeded $3,500, total 
           distribution of the account will be made in a lump sum payment 
           upon termination of employment or death.
           
           Generally, withdrawals are allocated pro-rata to the balances of 
           each of the investment funds in the participant's account.  
           Alternatively, the participant may specify which fund(s) that
           distribution is made from.  Distributions from UAL Stock Fund, 
           may be made in cash, or in whole shares of UAL Corporation common 
           stock, with fractional shares distributed in cash.  Certain 
           restrictions on withdrawals may apply for participants domiciled 
           in, or residents of, non-U.S. locations.

     f. Plan Termination Provisions

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


2.   SIGNIFICANT ACCOUNTING POLICIES

     a. Basis of Accounting

        The financial statements are presented on the accrual basis.

     b. Investments

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


     c. Net Appreciation (Depreciation) in Value of Investments

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

     d. Plan Expenses

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

     e. Transfers between Plans

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


3.   TAX STATUS

     The Plan obtained its latest determination letter on August 23, 1996.
     The Internal Revenue Service confirmed that the Plan, as written, was
     in compliance with the requirements of the Internal Revenue Code and
     that the trust was tax exempt.
     
     
4.   SUBSEQUENT EVENT

     Effective April 1, 1998, flight attendant employees may obtain a loan
     against their 401(k) account.  Participants may borrow up to fifty
     percent of their account balance, not to exceed $50,000.  The minimum
     that may be borrowed is $1,000.  Loans are charged against each
     investment fund in the ratio of the value of the employee's interest
     in each fund to the total value of the employee's interest in all
     funds and are held in the Loan Fund.  The loan is repaid through
     payroll deductions on an after-tax basis for the term of the loan,
     which is a minimum of six months to a maximum of sixty months and is
     subject to a reasonable rate of interest (9.5% as of March 31, 1998).
     The amount paid is reinvested in the participant's account based on
     the investment allocations at the time of repayment.  Prepayment of
     the full balance of the loan is allowed after six months from the
     date of the loan without penalty.  Participants are able to take out
     another loan after twelve months from the date the old loan is
     retired.  Upon the employee's termination of employment, a loan not
     paid in full within 60 days becomes a taxable distribution.  Loans
     in default may be declared due and payable in full immediately,
     and the Plan administrator may charge the participant's account
     balances at any time thereafter for the amount of the default.  An
     administrative fee of $90 is charged to each participant taking a
     loan and is automatically deducted from the participant's account.
     
    




     




                                                        Exhibit 23





Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K for the year ended November 30,
1997, into UAL's previously filed Form S-8 and Post Effective Amendment
No. 1 to Form S-8 Registration Statement (File No. 33-44553), Form S-8
Registration Statement (File No. 33-62749), and Form S-8 Registration 
Statement (File No. 333-52249), for the United Air Lines, Inc. Flight 
Attendant Employees' 401(k) Retirement Savings Plan.


                                     /s/  Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 27, 1998