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.
                  Ground 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. Ground 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. Ground 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.
                                         Ground 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.
                GROUND 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                             $ 39,454      $ 31,771
                                                                  
  Equity-Income Fund                          25,420        16,271
                                                                  
  Growth Company Fund                        109,927       109,763
                                                                  
  Government Securities Fund                   1,303         1,171
                                                                  
  OTC Portfolio                               21,250        17,973
                                                                  
  Overseas Fund                               24,530        25,787
                                                                  
  Balanced Fund                               40,448        35,813
                                                                  
  Asset Manager                                6,717         6,116
                                                                  
  Asset Manager: Growth                        9,349         7,269
                                                                  
  Asset Manager: Income                        1,693         1,663
                                                                  
  Retirement Money Market Portfolio            5,072         3,820
                                                                  
  U. S. Bond Index Portfolio                   1,082           669
                                                                  
  U. S. Equity Index Portfolio               137,022       111,567
                                                                  
  Blended Income Fund                        185,865       201,349
                                                                  
  UAL Stock Fund                              65,513        38,622
                                                                  
  Participant Loan Fund                       21,199        20,827
                                             695,844       630,451
                                                                  
  Due to Plan Participants                  (25,554)      (50,102)
                                                                  
                                                                  
NET ASSETS AVAILABLE FOR PLAN  BENEFITS     $670,290      $580,349
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                      Year ended November 30          
                                                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       $ 28,290     $ 14,953    $ 99,838     $  1,093
                                                                         
CONTRIBUTIONS                 3,327        1,395      10,763         (74)
                                                                         
TRANSFERS                                                           
   BETWEEN FUNDS              3,119        5,347     (7,185)          119
                                                                    
TRANSFERS                                                                
   BETWEEN PLANS               (28)            1       (148)          (4)
                                                                         
RESULTS OF INVESTMENT                                                    
   ACTIVITY                                                              
     Dividends                  991        1,085       4,160           89
     Interest                     9            2         -            -
     Net appreciation                                               
        in value of                                                 
        investments           5,535        3,623      10,023            2
                              6,535        4,710      14,183           91
                                                                         
PAYMENTS TO PLAN                                                    
   PARTICIPANTS             (3,324)        (751)     (9,741)        (121)
                                                                    
PARTICIPANT LOANS             (510)        (205)     (1,518)          (4)
                                                                         
ADMINISTRATIVE                                                           
   EXPENSES                     (9)          (7)        (22)          -
                                                                         
                                                                         
NET ASSETS AVAILABLE                                                     
   FOR PLAN BENEFITS,                                                    
   end of year             $ 37,400     $ 24,586    $106,170     $  1,100
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                       Year ended November 30           
                                                 1997                
                                                                      
                             OTC        OVERSEAS     BALANCED       ASSET
                          PORTFOLIO       FUND         FUND        MANAGER
                                                                 
<S>                        <C>          <C>           <C>          <C>
NET ASSETS AVAILABLE                                                  
   FOR PLAN BENEFITS,                                                      
   beginning of year       $ 16,203      $ 23,369     $ 33,216     $  5,647
                                                                           
CONTRIBUTIONS                 1,763         2,685        2,497          455
                                                                           
TRANSFERS                                                             
   BETWEEN FUNDS              2,188       (2,310)          349        (114)
                                                                      
TRANSFERS                                                             
   BETWEEN PLANS                (8)          (22)         (62)            5
                                                                      
RESULTS OF INVESTMENT                                                      
   ACTIVITY                                                                
      Dividends               1,389         1,575        3,444          468
      Interest                  -             -           (45)          -
      Net                                                             
appreciation
         in value of            579         1,138        3,364          559
investments
                              1,968         2,668        6,808        1,027
                                                                           
PAYMENTS TO PLAN                                                      
   PARTICIPANTS             (1,675)       (2,432)      (3,354)        (512)
                                                                      
PARTICIPANT LOANS             (256)         (484)        (424)         (53)
                                                                           
ADMINISTRATIVE                                                             
   EXPENSES                     (3)           (6)         (10)          (1)
                                                                           
                                                                           
NET ASSETS AVAILABLE                                                       
   FOR PLAN BENEFITS,                                                      
   end of year             $ 20,180      $ 23,468     $ 39,020     $  6,454
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                         Year ended November 30           
                                                  1997                 
                                                                   
                                                      RETIREMENT        U.S.
                             ASSET        ASSET         MONEY           BOND
                            MANAGER:     MANAGER:       MARKET         INDEX
                             GROWTH       INCOME      PORTFOLIO      PORTFOLIO
                                                                   
<S>                          <C>          <C>           <C>           <C>
NET ASSETS AVAILABLE                                                     
   FOR PLAN BENEFITS,                                                         
   beginning of year         $  6,474     $  1,555      $  3,475      $    610
                                                                              
CONTRIBUTIONS                     961          126           331            65
                                                                              
TRANSFERS                                                                
   BETWEEN FUNDS                  697           43         1,930           362
                                                                         
TRANSFERS                                                                     
   BETWEEN PLANS                  (1)          (2)          (47)           -
                                                                              
RESULTS OF INVESTMENT                                                         
   ACTIVITY                                                                   
     Dividends                    570          124           282            62
     Interest                     -            -             -             -
     Net appreciation                                                         
        in value of                                                           
        investments             1,039           44           -               7
                                1,609          168           282            69
                                                                              
PAYMENTS TO PLAN                                                         
   PARTICIPANTS                 (754)        (211)       (1,085)          (63)
                                                                         
PARTICIPANT LOANS               (137)         (40)         (116)          (10)
                                                                              
ADMINISTRATIVE                                                                
   EXPENSES                       (3)          -             (2)           -
                                                                              
                                                                              
NET ASSETS AVAILABLE                                                          
   FOR PLAN BENEFITS,                                                         
   end of year               $  8,846     $  1,639      $  4,768      $  1,033
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                          Year ended November 30             
                                                   1997                     
                                                                             
                          U.S.                                               
                         EQUITY      BLENDED       UAL      PARTICIPANT       
                         INDEX       INCOME       STOCK        LOAN          
                       PORTFOLIO      FUND         FUND        FUND        TOTAL
                                                                        
<S>                     <C>           <C>         <C>         <C>          <C>
NET ASSETS AVAILABLE                                                          
   FOR PLAN BENEFITS,                                                              
   beginning of year    $103,300      $186,919    $ 34,580    $ 20,827     $580,349
                                                                                   
CONTRIBUTIONS              8,804        14,483       2,672         -         50,253
                                                                                   
TRANSFERS                                                                     
   BETWEEN FUNDS           3,130      (11,842)      14,279                      -
                                                              (10,112)
                                                                              
TRANSFERS                                                                     
   BETWEEN PLANS           (100)            21           6         -          (389)
                                                                              
RESULTS OF INVESTMENT                                                              
   ACTIVITY                                                                        
     Dividends               -             -           -           -         14,239
     Interest                  2        12,470           9       1,644       14,091
     Net appreciation                                                         
        in value of                                                           
        investments       30,617           -        15,807         -         72,337
                          30,619        12,470      15,816       1,644      100,667
                                                                                   
PAYMENTS TO PLAN                                                              
   PARTICIPANTS         (10,027)      (21,532)     (3,928)         -       (60,367)
                                                                              
PARTICIPANT LOANS        (1,659)       (2,591)       (833)       8,840          -
                                                                                   
ADMINISTRATIVE                                                                     
   EXPENSES                 (25)          (87)        (48)         -          (223)
                                                                                   
                                                                                   
NET ASSETS AVAILABLE                                                               
   FOR PLAN BENEFITS,                                                              
   end of year          $134,042      $177,841    $ 62,544    $ 21,199     $670,290
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                      Year ended November 30         
                                               1996               
                                                                    
                                         EQUITY-     GROWTH      GOVERNMENT
                           MAGELLAN      INCOME      COMPANY     SECURITIES
                             FUND         FUND        FUND          FUND
                                                               
<S>                         <C>         <C>         <C>           <C>
NET ASSETS AVAILABLE                                                 
   FOR PLAN BENEFITS,                                                     
   beginning of year        $ 22,021    $  4,421    $ 81,698      $    629
                                                                          
CONTRIBUTIONS                    982       (300)         215            42
                                                                          
TRANSFERS                                                            
   BETWEEN FUNDS               5,003       9,188      10,339           506
                                                                     
TRANSFERS                                                                 
   BETWEEN PLANS               (140)       (109)       (747)           (8)
                                                                          
RESULTS OF INVESTMENT                                                     
   ACTIVITY                                                               
      Dividends                6,380         526       4,264            83
      Interest                     5           1           8           -
      Net appreciation                                               
                                                                          
(depreciation)
         in value of         (2,569)       2,154      13,848          (51)
investments
                               3,816       2,681      18,120            32
                                                                          
PAYMENTS TO PLAN                                                     
   PARTICIPANTS              (2,772)       (751)     (8,181)          (99)
                                                                     
PARTICIPANT LOANS              (609)       (171)     (1,575)           (9)
                                                                          
ADMINISTRATIVE                                                            
   EXPENSES                     (11)         (6)        (31)           -
                                                                          
                                                                          
NET ASSETS AVAILABLE                                                      
   FOR PLAN BENEFITS,                                                     
   end of year              $ 28,290    $ 14,953    $ 99,838      $  1,093
                                        
</TABLE>

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

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

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

<TABLE>
<CAPTION>
                                          Year ended November 30               
                                                    1996                     
                                                                          
                                                 RETIREMENT      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    $  4,128     $  1,177     $  1,921      $    471     $ 87,290
                                                                                     
CONTRIBUTIONS                105           42           68            34      (1,143)
                                                                                     
TRANSFERS                                                                       
   BETWEEN FUNDS           1,687          330        1,915           152        1,841
                                                                                
TRANSFERS                                                                            
   BETWEEN PLANS            (80)          (5)            2           (1)        (328)
                                                                                     
RESULTS OF INVESTMENT                                                                
   ACTIVITY                                                                          
     Dividends                68           86          132            46          -
     Interest                  1          -            -             -              1
     Net appreciation                                                           
       (depreciation)                                                                
        in value of                                                                  
        investments        1,186           69          -            (17)       24,598
                           1,255          155          132            29       24,599
                                                                                     
PAYMENTS TO PLAN                                                                
   PARTICIPANTS            (513)        (136)        (463)          (42)      (7,434)
                                                                                
PARTICIPANT LOANS          (105)          (8)         (98)          (33)      (1,493)
                                                                                     
ADMINISTRATIVE                                                                       
   EXPENSES                  (3)          -            (2)           -           (32)
                                                                                     
                                                                                     
NET ASSETS AVAILABLE                                                                 
   FOR PLAN BENEFITS,                                                                
   end of year          $  6,474     $  1,555     $  3,475      $    610     $103,300
                                        
</TABLE>

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

<TABLE>
<CAPTION>
                                          Year ended November 30              
                                                   1996                     
                                                                              
                                       FIXED                                   
                         BLENDED       RATE          UAL     PARTICIPANT       
                         INCOME     INVESTMENT      STOCK       LOAN           
                          FUND         FUND         FUND        FUND         TOTAL
                                                                         
<S>                     <C>           <C>         <C>          <C>         <C>
NET ASSETS AVAILABLE                                                          
   FOR PLAN BENEFITS,                                                              
   beginning of year    $188,516      $ 55,160    $  9,877     $ 19,552    $550,582
                                                                                   
CONTRIBUTIONS              3,125         1,244     (2,294)          -         3,730
                                                                                   
TRANSFERS                                                                     
   BETWEEN FUNDS           7,511      (55,280)      25,574                      -
                                                                (9,389)
                                                                              
TRANSFERS                                                                     
   BETWEEN PLANS             163           (9)       (317)          -       (1,945)
                                                                              
RESULTS OF INVESTMENT                                                              
   ACTIVITY                                                                        
     Dividends               -             -           -            -        15,551
     Interest             12,701           436          13        1,538      14,702
     Net appreciation                                                         
       (depreciation)                                                              
        in value of                                                                
        investments          -             -         4,322          -        51,169
                          12,701           436       4,335        1,538      81,422
                                                                                   
PAYMENTS TO PLAN                                                              
   PARTICIPANTS         (21,744)       (1,513)     (1,890)          -      (53,176)
                                                                              
PARTICIPANT LOANS        (3,212)          (38)       (693)        9,126         -
                                                                                   
ADMINISTRATIVE                                                                     
   EXPENSES                (141)           -          (12)          -         (264)
                                                                                   
                                                                                   
NET ASSETS AVAILABLE                                                               
   FOR PLAN BENEFITS,                                                              
   end of year          $186,919      $   -       $ 34,580     $ 20,827    $580,349
                                        
</TABLE>

                                        
         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
                GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
                          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. Ground Employees' 401(k) Retirement 
        Savings Plan (the "Plan") covers all employees of United Air Lines, 
        Inc. ("United") who are members of the International Association of
        Machinists and Aerospace Workers ("IAM"), have completed one year of
        service and are at least 21 years of age.  The Plan is contributory 
        and is subject to the Employee Retirement Income Security Act of 
        1974, as amended.  [ See Note 4 - Subsequent Event. ]

     b. Contributions and Vesting

        Eligible employees may elect to contribute to the Plan, in multiples 
        of 1%, any percentage of their covered pretax earnings, up to 15%, 
        subject to a maximum of $9,500 in 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.  The balance in a participant's 
        account is fully vested and nonforfeitable at all times.

        Participants may elect to invest in one or a combination of the
        investment funds described in note (1)(d).  Additionally, they may
        subsequently change their contribution rate, redesignate the 
        allocation of contributions or transfer existing balances among 
        investment funds, subject to the limits set forth in the Plan.
        
        Contributions include $612,247 and $203,763 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 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 value of the investment
        contracts at November 30, 1997 and 1996 were $185,372 and $203,889 
        (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.  At November 30, 1997 and 1996, the
        contract value of the investment contracts approximated the fair
        value.
       
        The remaining investment options are public mutual funds traded on the
        NYSE.  Portfolio securities and other assets are valued primarily on 
        the basis of market quotations or, if quotations are not readily 
        available, by a method which each fund's Board of Trustees believes 
        accurately reflects fair value.  Foreign securities are valued based 
        on quotations from the primary market in which they are traded and 
        are translated from the local currency into U.S. dollars using current 
        exchange rates.
       
        The Fidelity Magellan Fund invests primarily in securities of 
        domestic, foreign, and multinational issuers in the form of common 
        stocks, securities convertible into common stocks, and, 
        occasionally, debt securities.
       
        The Fidelity Equity-Income Fund invests primarily in income-producing
        equity securities, both domestic and foreign.  It seeks to achieve
        income greater than that of the S&P 500.
       
        The Fidelity Growth Company Fund invests in common stocks, securities
        convertible into common stocks, and, occasionally, debt obligations from
        companies viewed as having unusual opportunities to grow.
       
        The Fidelity Government Securities Fund invests primarily in fully
        guaranteed U.S. government bonds with any maturity.  The average
        maturity is approximately two to five years.
       
        The Fidelity OTC Portfolio primarily invests in stocks traded in the
        "over-the-counter" market, which involves the investment in securities
        of smaller, lesser-known companies.
       
        The Fidelity Overseas Fund normally invests at least 65% of its total
        assets in common stock, securities convertible to common stock and debt
        instruments of foreign businesses and governments.  Fidelity Investments
        expects to invest most of the assets in developed countries in these
        general geographic areas; the Americas (other than the United States),
        the Far East and Pacific Basin, and Western Europe.
        
        The Fidelity Balanced Fund maintains a balance of high-yielding
        securities, including foreign and domestic stocks and bonds.  At least
        25% of the assets are invested in fixed-income senior securities.  All
        bonds in the Fund's portfolio are rated BBB or better by Standard &
        Poor's Corporation, or Baa or better by Moody's Investors Service, Inc.
        
        The Fidelity Asset Manager invests in stocks, bonds and short-term
        instruments in both domestic            and foreign markets to achieve
        high total returns in the long run.  The allocation between these three
        types of investments is generally 40%, 40%, and 20%, respectively,
        however it may vary between the following ranges: stocks - 10% to 60%;
        bonds - 20% to 60%; and short-term instruments - 0% to 70%.
        
        The Fidelity Asset Manager: Growth: invests in stocks, bonds and short-
        term instruments in both domestic and foreign markets to achieve long
        term maximum total investment return.  The allocation between these
        three types of investments is generally 65%, 30%, and 5%, respectively,
        however it may vary between the following ranges: stocks - 0% to 100%;
        bonds -        0% to 100%; and short-term instruments - 0% to 100%.
        The Fidelity Asset Manager: Income: invests in stocks, bonds and short-
        term instruments in both domestic and foreign markets to achieve a high
        level of current income, and capital appreciation.  The allocation
        between these three types of investments is generally 20%, 30%, and 50%,
        respectively, however it may vary between the following ranges: stocks -
        0% to 35%; bonds - 20% to 45%; and short-term instruments - 20% to 80%.
        
        The Fidelity Money Market Trust: Retirement Money Market Portfolio:
        invests in high quality, low risk domestic and foreign money market
        instruments, primarily short-term instruments with maturities of three
        months or less.
        
        The Fidelity U.S. Bond Index Portfolio primarily invests in securities
        included in the Lehman Brothers Aggregate Bond Index in order to achieve
        comparable investment results.
        
        Fidelity is authorized to engage in the lending of certain Plan assets.
        Securities lending is an investment management enhancement that utilizes
        the existing securities of the Funds to earn additional income.  It
        involves the loan of securities to various approved brokers.  In return
        for loaned securities, Fidelity receives collateral in the form of cash
        and U.S. government securities as a safeguard against possible default
        of any borrower on return of the loan.  Each loan is collateralized to
        the extent of 100 percent of the market value of securities on loan.
        The collateral is marked-to-market on a daily basis to maintain the
        margin requirement.
        
        On July 12, 1994, UAL Corporation underwent a recapitalization under
        Section 368(a)(1)(E) of the Internal Revenue Code of 1986, pursuant to
        which the shareholders engaged in a recapitalization exchange with UAL
        Corporation.  Each share of Old Common Stock was exchanged for a package
        consisting of one half of a share of New Common Stock and $84.81 in
        cash.  The cash consideration received by the Trustee on behalf of Plan
        participants was used to purchase additional shares of New Common Stock
        or, at the direction of Plan participants, was transferred to other
        investment funds.  Pursuant to the terms of the recapitalization,
        participants' direct salary deferrals and fund transfers into the UAL
        Stock Fund were temporarily suspended from July 12, 1994 to August 4,
        1994 and from January 12, 1995 to March 15, 1995.  On May 20, 1996 (with
        a May 6, 1996 record date), UAL Common Stock underwent a 4 for 1 stock
        split.  Shares held in the UAL Stock Fund were adjusted accordingly.
       
     e. Withdrawals

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

           Participants who have separated from service (for reasons other than
           death) may elect payment in the form of a lump sum, periodic
           distributions, irregular partial distributions, or through the
           purchase of an annuity.  Distributions may also be directly rolled
           over into an IRA or qualified plan.  Participants who have terminated
           employment are able to defer the distribution of the account until
           April 1 of the next calendar year after reaching age 70-1/2.
           
           Distributions of accounts due to the death of a participant may be
           taken by the participant's beneficiary in the form of a lump sum
           payment or through the purchase of an annuity, subject to the
           limitations of Internal Revenue Code 401(a)(9).  The participant's
           surviving spouse, if any, is automatically the beneficiary of the
           account, unless the spouse waives this right.
           
           In-service withdrawals for participants who are actively employed or
           are absent due to reasons of illness, layoff, or approved leave of
           absence who maintain an employer-employee relationship with United
           Air Lines, Inc. are permitted as follows:
            - Hardship withdrawals from 401(k) account, subject to 
              restrictions described in the Plan
            - After reaching age 59-1/2, subject to certain requirements
              specified in the Plan, all or a portion of the participant's 
              401(k) account may be withdrawn
            - Upon reaching age 70-1/2, minimum distributions required under
              Internal Revenue Code 401(a)(9) must be taken no later than 
              April 1 following the calendar year that the participant has 
              reached age 70-1/2.  Effective January 1, 1997, active
              participants that have reached age 70-1/2 may choose to defer 
              distribution.
           
           If a participant's account has never exceeded $3,500, total
           distribution of the account will be made in a lump sum payment upon
           termination of employment or death.
           
           Generally, withdrawals are allocated pro-rata to the balances of each
           of the investment funds in the participant's account.  Alternatively,
           the participant may specify which fund(s) that distribution is made
           from.  Distributions from UAL Stock Fund, may be made in cash, or in
           whole shares of UAL Corporation common stock, with fractional shares
           distributed in cash.
           
     f. Plan Termination Provisions

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



2.   SIGNIFICANT ACCOUNTING POLICIES

     a. Basis of Accounting

        The financial statements are presented on the accrual basis.

     b. Investments

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

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

     d. Plan Expenses

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

     e. Transfers between Plans

        Transfers between plans reflects the change in employee coverage and
        transfer of any related balances between this Plan and other defined
        contribution plans sponsored by United, including the United Air Lines,
        Inc. Management and Salaried Employees' 401(k) Retirement Savings Plan
        and the United Air Lines, Inc. Flight Attendant Employees' 401(k)
        Retirement Savings Plan.
       
     f. Participant Loans
    
        Participants may borrow up to fifty percent of their account balance,
        not to exceed $50,000.  The minimum that may be borrowed is $1,000.
        Loans are charged against each investment fund in the ratio of the value
        of the employee's interest in each fund to the total value of the
        employee's interest in all funds and are held in the Loan Fund.  The
        loan is repaid through payroll deductions on an after-tax basis for the
        term of the loan, which is a minimum of six months to a maximum of sixty
        months and is subject to a reasonable rate of interest (9.5% 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.
    
     g. Reconciling Statement Balances

        The investment balances on the Statement of Net Assets Available For
        Plan Benefits do not all agree with the fund balances on the Statement
        of Changes in Net Assets Available for Plan Benefits as of November 30,
        1997, due to an accrual for the returns of excess annual additions as
        required under Internal Revenue Code Section 415(c).  The Statement of
        Net Assets Available for Plan Benefits can be reconciled to the
        Statement of Changes in Net Assets Available for Plan Benefits as
        follows for the years ended November 30, 1997 and 1996:
        

<TABLE>
<CAPTION>
                                             Year Ended November 30, 1997
                                                    (In Thousands)
                                                                           
                                           Per                             Per
                                       Statement of                    Statement of
                                        Net Assets     Due to Plan      Changes in
                                        Available      Participants     Net Assets
                                         for Plan                       Available
                                         Benefits                        for Plan
                                                                         Benefits
         <S>                             <C>            <C>              <C>
         Magellan Fund                   $ 39,454       $ (2,054)        $ 37,400
         Equity-Income Fund                25,420           (834)          24,586
         Growth Company                                                          
            Fund                          109,927         (3,757)         106,170
         Government                                                              
            Securities Fund                 1,303           (203)           1,100
         OTC Portfolio                     21,250         (1,070)          20,180
         Overseas Fund                     24,530         (1,062)          23,468
         Balanced Fund                     40,448         (1,428)          39,020
         Asset Manager                      6,717           (263)           6,454
         Asset Manager:                                                          
            Growth                          9,349           (503)           8,846
         Asset Manager:                                                          
            Income                          1,693            (54)           1,639
         Retirement Money                                                        
            Market Portfolio                5,072           (304)           4,768
         U. S. Bond Index                                                        
            Portfolio                       1,082            (49)           1,033
         U. S. Equity Index                                                      
            Portfolio                     137,022         (2,980)         134,042
         Blended Income                                                          
            Fund                          185,865         (8,024)         177,841
         UAL Stock Fund                    65,513         (2,969)          62,544
         Participant Loan Fund             21,199            -             21,199
                                                                     
                Total investments        $695,844       $(25,554)        $670,290

</TABLE>




<TABLE>
<CAPTION>
                                             Year Ended November 30, 1996
                                                    (In Thousands)
                                                                           
                                           Per                             Per
                                       Statement of                    Statement of
                                        Net Assets     Due to Plan      Changes in
                                        Available      Participants     Net Assets
                                         for Plan                       Available
                                         Benefits                        for Plan
                                                                         Benefits
         <S>                             <C>            <C>              <C>
         Magellan Fund                   $ 31,771       $ (3,481)        $ 28,290
         Equity-Income Fund                16,271         (1,318)          14,953
         Growth Company                                                          
            Fund                          109,763         (9,925)          99,838
         Government                                                              
            Securities Fund                 1,171            (78)           1,093
         OTC Portfolio                     17,973         (1,770)          16,203
         Overseas Fund                     25,787         (2,418)          23,369
         Balanced Fund                     35,813         (2,597)          33,216
         Asset Manager                      6,116           (469)           5,647
         Asset Manager:                                                          
            Growth                          7,269           (795)           6,474
         Asset Manager:                                                          
            Income                          1,663           (108)           1,555
         Retirement Money                                                        
            Market Portfolio                3,820           (345)           3,475
         U. S. Bond Index                                                        
            Portfolio                         669            (59)             610
         U. S. Equity Index                                                      
            Portfolio                     111,567         (8,267)         103,300
         Blended Income                                                          
            Fund                          201,349        (14,430)         186,919
         UAL Stock Fund                    38,622         (4,042)          34,580
         Participant Loan Fund             20,827              -           20,827
                                                                     
                Total investments        $630,451       $(50,102)        $580,349

</TABLE>



3.   TAX STATUS

     The Plan obtained its latest determination letter on June 18, 1996.  
     The Internal Revenue Service confirmed that the Plan, as written, was 
     in compliance with the requirements of the Internal Revenue Code and 
     that the trust was tax exempt.
     

4.   SUBSEQUENT EVENT

     Effective January 1, 1998, employees who are members of the IAM are
     immediately eligible to contribute to the plan upon date of hire 
     regardless of their age.
     





     


                                             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. 33-44552), Form S-8
Registration Statement (File No. 33-57331) and Form S-8 Registration
Statement (File No. 333-03041) for the United Air Lines, Inc. Ground
Employees' 401(k) Retirement Savings Plan.

                                     /s/  Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 27, 1998