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.
                  Management and Salaried 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. Management and
       Salaried 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. Management and
       Salaried 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.
                                         Management and Salaried
                                            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.
        MANAGEMENT AND SALARIED 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                                 $ 56,760      $ 42,927
                                                                      
  Equity-Income Fund                              39,851        23,553
                                                                      
  Growth Company Fund                            147,023       137,108
                                                                      
  Government Securities Fund                       2,205         1,893
                                                                      
  OTC Portfolio                                   29,254        22,691
                                                                      
  Overseas Fund                                   36,567        34,398
                                                                      
  Balanced Fund                                   58,457        48,194
                                                                      
  Asset Manager                                   11,747         9,425
                                                                      
  Asset Manager: Growth                           16,971        12,539
                                                                      
  Asset Manager: Income                            2,521         2,314
                                                                      
  Retirement Money Market Portfolio                7,565         5,489
                                                                      
  U. S. Bond Index Portfolio                       2,458         2,290
                                                                      
  U. S. Equity Index Portfolio                   194,677       148,005
                                                                      
  Blended Income Fund                            194,639       199,006
                                                                      
  UAL Stock Fund                                  51,796        30,276
                                                                      
  Participant Loan Fund                           15,902        14,894
                                                                      
                                                                      
NET ASSETS AVAILABLE FOR PLAN BENEFITS          $868,393      $735,002
                                        
</TABLE>

                                        
         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        


                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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      $  42,927    $  23,553    $137,108     $  1,893

CONTRIBUTIONS                                                       
   Employer                      23           11          20          -
   Employee                   2,876        1,944       7,495           18
                              2,899        1,955       7,515           18
                                                                         
TRANSFERS                                                           
   BETWEEN FUNDS              3,671        8,711     (9,368)          269
                                                                    
TRANSFERS                                                                
   BETWEEN PLANS               (12)          (9)           8            3
                                                                         
RESULTS OF INVESTMENT                                                    
   ACTIVITY                                                              
     Dividends                1,444        1,667       5,486          130
     Interest                     2           13           8          -
     Net appreciation                                               
        in value of                                                 
        investments           8,166        5,790      13,926            2
                              9,612        7,470      18,790          132
                                                                         
PAYMENTS TO PLAN                                                    
   PARTICIPANTS             (1,797)      (1,608)     (5,721)        (103)
                                                                    
PARTICIPANT LOANS             (531)        (213)     (1,288)          (7)
                                                                         
ADMINISTRATIVE                                                           
   EXPENSES                     (9)          (9)        (21)          -
                                                                         
                                                                         
NET ASSETS AVAILABLE                                                     
   FOR PLAN BENEFITS,                                                    
   end of year             $ 56,760     $ 39,851    $147,023     $  2,205
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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       $ 22,691      $ 34,398     $ 48,194     $  9,425
                                                                           
CONTRIBUTIONS                                                              
   Employer                      10             8            4            7
   Employee                   1,498         2,389        2,114          645
                              1,508         2,397        2,118          652
                                                                           
TRANSFERS                                                             
   BETWEEN FUNDS              3,697       (1,808)          955          433
                                                                      
TRANSFERS                                                             
   BETWEEN PLANS                (8)          (11)         (19)         (16)
                                                                      
RESULTS OF INVESTMENT                                                      
   ACTIVITY                                                                
     Dividends                1,865         2,117        4,912          789
     Interest                     1             1          -            -
     Net appreciation                                                 
        in value of                                                   
        investments             673         1,584        4,883          967
                              2,539         3,702        9,795        1,756
                                                                           
PAYMENTS TO PLAN                                                      
   PARTICIPANTS               (939)       (1,660)      (2,128)        (465)
                                                                      
PARTICIPANT LOANS             (231)         (446)        (447)         (36)
                                                                           
ADMINISTRATIVE                                                             
   EXPENSES                     (3)           (5)         (11)          (2)
                                                                           
                                                                           
NET ASSETS AVAILABLE                                                       
   FOR PLAN BENEFITS,                                                      
   end of year             $ 29,254      $ 36,567     $ 58,457     $ 11,747
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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         $ 12,539     $  2,314      $  5,489      $  2,290
                                                                              
CONTRIBUTIONS                                                                 
   Employer                        13            1             6             1
   Employee                     1,275          151           543            12
                                1,288          152           549            13
                                                                              
TRANSFERS                                                                
   BETWEEN FUNDS                1,493         (35)         2,276           193
                                                                         
TRANSFERS                                                                     
   BETWEEN PLANS                  (8)          -               1           (2)
                                                                              
RESULTS OF INVESTMENT                                                         
   ACTIVITY                                                                   
     Dividends                  1,043          165           391           155
     Interest                     -            -               9           (1)
     Net appreciation                                                         
        in value of                                                           
        investments             1,879           68           -               7
                                2,922          233           400           161
                                                                              
PAYMENTS TO PLAN                                                         
   PARTICIPANTS               (1,126)        (122)       (1,067)         (195)
                                                                         
PARTICIPANT LOANS               (133)         (21)          (81)           (3)
                                                                              
ADMINISTRATIVE                                                                
   EXPENSES                       (3)          -             (2)           -
                                                                              
                                                                              
NET ASSETS AVAILABLE                                                          
   FOR PLAN BENEFITS,                                                         
   end of year               $ 16,971     $  2,521      $  7,565      $  2,458
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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    $148,005      $199,006    $ 30,276    $ 14,894     $735,002
                                                                                   
CONTRIBUTIONS                                                                      
   Employer                   11           438          27         -            580
   Employee                5,724         9,522       1,872         -         38,078
                           5,735         9,960       1,899         -         38,658
                                                                                   
TRANSFERS                                                                     
   BETWEEN FUNDS           5,297      (15,228)       7,150     (7,706)          -
                                                                              
TRANSFERS                                                                     
   BETWEEN PLANS            (14)           506        (31)         -            388
                                                                              
RESULTS OF INVESTMENT                                                              
   ACTIVITY                                                                        
     Dividends               -             -           -           -         20,164
     Interest                  1        12,859          12       1,144       14,049
     Net appreciation                                                         
        in value of                                                           
        investments       43,239           -        14,161         -         94,715
                          43,240        12,859      14,173       1,143      128,927
                                                                                   
PAYMENTS TO PLAN                                                              
   PARTICIPANTS          (5,810)      (10,560)     (1,062)         -       (34,363)
                                                                              
PARTICIPANT LOANS        (1,751)       (1,813)       (569)       7,570          -
                                                                                   
ADMINISTRATIVE                                                                     
   EXPENSES                 (24)          (92)        (39)         -          (220)
                                                                                   
                                                                                   
NET ASSETS AVAILABLE                                                               
   FOR PLAN BENEFITS,                                                              
   end of year          $194,677      $194,639    $ 51,796    $ 15,902     $868,393
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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        $ 29,207    $  6,160    $ 96,820      $    826
                                                                          
CONTRIBUTIONS                                                             
   Employer                        4           1           6           -
   Employee                    4,098       1,264       8,331           139
                               4,103       1,265       8,337           139
                                                                          
TRANSFERS                                                            
   BETWEEN FUNDS               6,284      13,011      14,713         1,063
                                                                     
TRANSFERS                                                                 
   BETWEEN PLANS                 111          90         594             1
                                                                          
RESULTS OF INVESTMENT                                                     
   ACTIVITY                                                               
     Dividends                 8,403         736       5,028           122
     Interest                      3           1           2           -
     Net appreciation                                                
       (depreciation)                                                     
        in value of                                                       
        investments          (3,257)       3,128      17,095          (53)
                               5,149       3,865      22,125            69
                                                                          
PAYMENTS TO PLAN                                                     
   PARTICIPANTS              (1,505)       (740)     (4,349)         (196)
                                                                     
PARTICIPANT LOANS              (413)        (91)     (1,108)           (8)
                                                                          
ADMINISTRATIVE                                                            
   EXPENSES                      (9)         (7)        (24)           (1)
                                                                          
                                                                          
NET ASSETS AVAILABLE                                                      
   FOR PLAN BENEFITS,                                                     
   end of year              $ 42,927    $ 23,553    $137,108      $  1,893
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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        $  7,798     $ 28,518      $ 49,485     $  5,103
                                                                            
CONTRIBUTIONS                                                               
   Employer                        1            2             1            2
   Employee                    1,452        2,762         3,221          599
                               1,453        2,764         3,222          601
                                                                            
TRANSFERS                                                              
   BETWEEN FUNDS              10,266        (129)       (7,261)        2,981
                                                                       
TRANSFERS                                                              
   BETWEEN PLANS                  74           86           107            2
                                                                       
RESULTS OF INVESTMENT                                                       
   ACTIVITY                                                                 
     Dividends                 1,851          681         2,144          263
     Interest                    -            -             -            -
     Net appreciation                                                  
       (depreciation)                                                       
        in value of                                                         
        investments            1,964        3,970         3,177        1,021
                               3,815        4,651         5,321        1,284
                                                                            
PAYMENTS TO PLAN                                                       
   PARTICIPANTS                (590)      (1,234)       (2,377)        (463)
                                                                       
PARTICIPANT LOANS              (123)        (253)         (289)         (81)
                                                                            
ADMINISTRATIVE                                                              
   EXPENSES                      (2)          (5)          (14)          (2)
                                                                            
                                                                            
NET ASSETS AVAILABLE                                                        
   FOR PLAN BENEFITS,                                                       
   end of year              $ 22,691     $ 34,398      $ 48,194     $  9,425
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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    $  6,840     $  1,597     $  2,878      $  1,204     $112,127
                                                                                     
CONTRIBUTIONS                                                                        
   Employer                    2          -              2           -              3
   Employee                1,219          145          678           187        5,683
                           1,221          145          680           187        5,686
                                                                                     
TRANSFERS                                                                       
   BETWEEN FUNDS           2,742          648        2,087           907        3,784
                                                                                
TRANSFERS                                                                            
   BETWEEN PLANS              74            6          (2)             2          158
                                                                                     
RESULTS OF INVESTMENT                                                                
   ACTIVITY                                                                          
     Dividends               109          120          178           132          -
     Interest                  1            3            6           -              3
     Net appreciation                                                           
       (depreciation)                                                                
        in value of                                                                  
        investments        1,983          100          -            (26)       32,272
                           2,093          223          184           106       32,275
                                                                                     
PAYMENTS TO PLAN                                                                
   PARTICIPANTS            (324)        (274)        (267)                    (4,878)
                                                                   (110)
                                                                                
PARTICIPANT LOANS          (104)         (30)         (69)           (6)      (1,118)
                                                                                     
ADMINISTRATIVE                                                                       
   EXPENSES                  (3)          (1)          (2)           -           (29)
                                                                                     
                                                                                     
NET ASSETS AVAILABLE                                                                 
   FOR PLAN BENEFITS,                                                                
   end of year          $ 12,539     $  2,314     $  5,489      $  2,290     $148,005
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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    $182,007      $ 66,254    $ 10,913     $ 14,864    $622,601
                                                                                   
CONTRIBUTIONS                                                                      
   Employer                   97           -             2          -           123
   Employee               11,026           -         1,259          -        42,064
                          11,123           -         1,261          -        42,187
                                                                                   
TRANSFERS                                                                     
   BETWEEN FUNDS           6,876      (66,420)      15,733      (7,285)         -
                                                                              
TRANSFERS                                                                     
   BETWEEN PLANS             384           (8)         266          -         1,945
                                                                              
RESULTS OF INVESTMENT                                                              
   ACTIVITY                                                                        
     Dividends               -             -           -            -        19,767
     Interest             12,514           520         (5)        1,122      14,170
     Net appreciation                                                         
       (depreciation)                                                              
        in value of                                                                
        investments          -             -         3,143          -        64,517
                          12,514           520       3,138        1,122      98,454
                                                                                   
PAYMENTS TO PLAN                                                              
   PARTICIPANTS         (11,606)         (313)       (713)          -      (29,939)
                                                                              
PARTICIPANT LOANS        (2,151)          (33)       (316)        6,193         -
                                                                                   
ADMINISTRATIVE                                                                     
   EXPENSES                (141)           -           (6)          -         (246)
                                                                                   
                                                                                   
NET ASSETS AVAILABLE                                                               
   FOR PLAN BENEFITS,                                                              
   end of year          $199,006    $     -       $ 30,276     $ 14,894    $735,002
                                        
</TABLE>


         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                                        
                                        
                                        
                             UNITED AIR LINES, INC.
        MANAGEMENT AND SALARIED 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. Management and Salaried Employees' 401(k)
        Retirement Savings Plan (the "Plan") covers management and salaried
        employees on the first day of the calendar month following the date
        of hire and meteorologist employees of United Air Lines, Inc.
        ("United") who have completed one year of service and are at least
        21 years of age.

        The Plan is contributory and is subject to the Employee Retirement
        Income Security Act of 1974, as amended.

     b. Contributions and Vesting

        Eligible employees may elect to contribute to the Plan, in multiples
        of 1%, any percentage of their covered pretax earnings, up to 15%,
        subject to a maximum of $9,500 in 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 $1,311,134 and $1,481,719 for 1997 and 1996,
        respectively, which were transferred from other qualified plans as
        rollovers under Internal Revenue Code Sections 401(a) and 401(k).

        Effective December 1, 1995, the Plan was amended to provide that
        salaried employees who are hired on or after February 1, 1994, are
        eligible to receive a two percent company contribution after
        completing two years of credited service.  Eligible employees are
        one hundred percent vested in the company contribution at the time
        made.
        
        Contributions on the Statement of Changes in Net Assets Available
        for Plan Benefits for the years ended November 30, 1997 and 1996,
        are reflected net of the accrual for the returns of excess annual
        additions in the amounts of ($12,051,745) and ($5,051,668), for the
        respective plan years, as required under Internal Revenue Code
        Section 415(c).
        
     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 values
        of the investment contracts at November 30, 1997 and 1996 was
        $196,365 and $202,587 (in thousands), respectively.  The average
        yield for the year 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 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 (in regards to
           salaried employees) 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' 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 Company
        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. 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.
        
        
3.   TAX STATUS

     The Plan obtained its latest determination letter on July 16, 1996.
     The Internal Revenue Service confirmed that the Plan, as written, was
     in compliance with the requirements of the Internal Revenue Code and
     that the trust was tax exempt.
     






     



                                             Exhibit 23





Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K for the year
ended November 30, 1997, into UAL's previously filed Form S-8 and Post
Effective Amendment No. 1 to Form S-8 Registration Statement (File No.
33-38613) for the United Air Lines, Inc. Management and Salaried
Employees' 401(k) Retirement Savings Plan.



                                     /s/  Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 27, 1998