UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                              FORM 10-K

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
                                 OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to
                               --------------   --------------

Commission File No. 1-6033

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


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


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

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

Securities registered pursuant to Section 12(b) of the Act:

                                            NAME OF EACH EXCHANGE
     TITLE OF EACH CLASS                    ON WHICH REGISTERED
     -------------------                    ---------------------

     Common Stock, $.01 par value           New York, Chicago and
                                            Pacific Stock Exchanges

     Depositary Shares each representing
     1/1,000 of a share of Series B
     Preferred Stock, without par value     New York Stock Exchange

Securities registered pursuant to Section  12  (g) of the Act:

                                  NONE
                                  ----

   Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes    X        No
                       --------       --------

   Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of voting stock held by non-affiliates of
the Registrant was $ 3,315,554,070 as of March 11, 1999.  The number 
of shares of common stock outstanding as of March 11, 1999 was 51,419,567.

                 Documents Incorporated by Reference


Part III of this Form 10-K incorporates by reference certain
information from the Registrant's definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on May 18, 1999.



                               PART I
                               ------


ITEM 1.  BUSINESS.

     UAL Corporation ("UAL" or the "Company") was incorporated under
the laws of the State of Delaware on December 30, 1968. The world
headquarters of the Company are located at 1200 East Algonquin Road,
Elk Grove Township, Illinois 60007.  The Company's mailing address is
P.O. Box 66919, Chicago, Illinois 60666.  The telephone number for
the Company is (847) 700-4000.

     The Company is a holding company and its principal subsidiary is
United Air Lines, Inc., a Delaware corporation ("United"), which is
wholly owned.  United accounted for virtually all of the Company's
revenues and expenses in 1998.  United is a major commercial air
transportation company, engaged in the transportation of persons,
property and mail throughout the United States and abroad.

Airline Operations
- ------------------

     During 1998, United carried, on average, more than 238,000
passengers per day and flew more than 125 billion revenue passenger
miles.  It is the world's largest airline as measured by revenue
passenger miles flown, providing passenger service in 28 countries.

     United has a global network of major connecting airports:
Chicago, Denver, San Francisco, Los Angeles, Washington, D.C., Miami,
Frankfurt, London, Tokyo, and Toronto.  This network of major
connecting airports is designed to fly travelers between North
America (domestic segment) and the Pacific, Latin America and Europe
(international segment).  Operating revenues attributed to United's
North America segment were approximately $ 12.0 billion in 1998,
$11.2 billion in 1997, and $10.7 billion in 1996.  Operating revenues
attributed to United's international segment were approximately $5.5
billion in 1998, $6.1 billion in 1997, and $5.6 billion in 1996.

     Since October 1994, United has operated a service, United
Shuttle(R) within its domestic segment.  This service is designed to
compete with low-cost carriers on routes fewer than 750 miles.  While
United Shuttle is principally concentrated on the West Coast, it has
also expanded into the Denver market.  United Shuttle offers
approximately 466 daily flights on 25 routes between 21 cities in the
western United States. United Shuttle provides critical feed traffic,
at competitive prices, for United.

     Pacific.  Via its Tokyo hub, United provides passenger service
between its U.S. gateway cities (Chicago, Honolulu, Los Angeles, New
York, San Francisco and Seattle) and the Asian cities of Bangkok,
Beijing, Hong Kong, Shanghai and Singapore.  United also provides
nonstop service between Chicago and Hong Kong; between San Francisco
and Hong Kong, Osaka and Taipei; between Los Angeles and Hong Kong
and Osaka; and between Honolulu and Tokyo.  Additionally, United
provides service between Hong Kong and Bangkok.  Service between
Delhi and Hong Kong will be terminated in April 1999.

     During 1998, the U.S. and Japan entered into a new air services
agreement providing that certain carriers, including United, will
have no limits on the number of frequencies they can operate,
permitting code-sharing between U.S. and Japanese carriers, and
settling long-standing disputes regarding the utilization of "beyond
Japan" flying rights.  United holds significant traffic rights beyond
Japan; these rights, when economic conditions improve, will allow
United to add service from Japan to other Asian points.

     United serves the South Pacific market with flights between
Sydney and each of Los Angeles and San Francisco, and between Los
Angeles and each of Auckland and Melbourne.  In 1998, United was the
leading U.S. carrier in the Pacific in terms of available seat miles.
United's Pacific operations accounted for 16% of United's revenues in
1998.

     Atlantic.  United provides nonstop passenger service between
seven U.S. cities and London, as well as service between London and
Amsterdam; nonstop service between Paris and each of Chicago, San
Francisco, and Washington Dulles; nonstop service between Washington
Dulles and each of Amsterdam, Brussels, Frankfurt, Milan and Munich;
and nonstop service between Chicago and each of Dusseldorf and
Frankfurt.  In April 1998, United initiated a second nonstop flight
between Chicago and London Heathrow and operates a third flight on a
seasonal basis.  In 1998, United's Atlantic operations accounted for
11% of United's revenues.  In 1999, new service between Boston and
London will be added, but service between London and Delhi will be
terminated.  Possible trans-Atlantic service from the U.S. to Delhi
is under consideration.

     The European Commission is investigating transatlantic
alliances, including the alliance between United, Lufthansa, and SAS,
and the impact that this and similar alliances may have upon
competition.  The Commission has proposed certain conditions, such as
frequency reductions, slot forfeitures, prohibitions on combining
frequent flyer programs, and restrictions on display screens of
computer reservation systems, which, if implemented, may impair the
efficiency of United's alliance with Lufthansa and SAS.

     Latin America.  United provides passenger service between Miami
and each of Buenos Aires, Caracas, Lima, Montevideo (one stop), Rio
de Janeiro, Santiago and Sao Paolo; between Los Angeles and each of
Guatemala City, Mexico City, and San Salvador; between New York and
each of Buenos Aires, Caracas, Sao Paolo, and San Juan; between
Chicago and each of Buenos Aires, Mexico City, San Juan, and Sao
Paolo; and between Mexico City and each of San Francisco and
Washington Dulles. United also provides service between Costa Rica
and Mexico City.  In July 1998, nonstop service was added between
Washington Dulles and San Salvador, but was cancelled effective
January 16, 1999.  In 1998, United's Latin America operations
accounted for 5% of United's revenues.

     Financial information relative to the Company's operating
segments can be found in Note 19 to the Consolidated Financial
Statements in this Form 10-K.

     Alliances.  United has formed bilateral alliances with other
airlines to provide its customers more choices and to participate
worldwide in markets that it cannot serve directly for commercial or
governmental reasons.  An alliance is a collaborative marketing
arrangement between carriers which can include joint frequent flyer
participation, coordination of reservations, baggage handling, and
flight schedules, and code-sharing of operations.  "Code-sharing" is
an agreement under which a carrier's flights can be marketed under
the two-letter airline designator code of another carrier.  Through
an alliance, carriers can provide their customers a seamless global
travel network under their own airline code.  United now participates
in a multilateral alliance, the STAR Alliance(TM).

     The Star Alliance, of which United is a founding member,
includes Lufthansa, Air Canada, SAS, Thai Airways, and Varig.  The
Star Alliance is an integrated worldwide transport network that
provides customers with global recognition and a wide range of other
benefits.  The Star Alliance should enable its member carriers to
more effectively compete with other worldwide alliances.  In May
1998, Air New Zealand and Ansett Australia announced their plans to
join the Star Alliance, effective April 1999.  All Nippon Airways is
expected to join in October 1999.

     Other bilateral alliance air carriers include Aeromar, Air New
Zealand, All Nippon, ALM Antillean, Aloha, British Midland, Cayman
Airways, Continental Connection, Emirates, Gulfstream International,
Mexicana, Saudi Arabian, and TW Express.  United holds integrated
antitrust immunity with Lufthansa and SAS, and bilateral immunity
with Air Canada.

     In April 1998, United and Delta Air Lines announced a tentative,
seven year bilateral alliance which included code-sharing, reciprocal
participation in their frequent flyer programs, and coordination of
marketing efforts.  That agreement was mutually terminated as of
February 1, 1999, with the exception of reciprocal participation in
each carrier's frequent flyer program.  The reciprocal frequent flyer
participation was implemented in September 1998.

     In addition, United has a marketing program in North America,
known as the United Express(R), under which independent regional
carriers, utilizing turboprop equipment and regional jets, feed
United's major airports and international gateways. The carriers in
the United Express program provide service to United at 181 airports.

     Cargo Service.  In 1998, United's cargo division accounted for
approximately 5% of the Company's operating revenues.  United
operates all-cargo service between the U.S. and Asia with four DC10-
30F freighter aircraft.  A large cargo transfer facility was opened
in Honolulu during the second quarter of 1998.  The Hawaii facility
is expected to be a major connection point for Japanese traffic to
and from the U.S. mainland, and for local traffic in and out of
Hawaii.

     Frequent Flyer Program.  United established the Mileage Plus(R)
frequent flyer program to retain and develop passenger loyalty by
offering awards to frequent travelers.  Mileage Plus members earn
mileage credit for flights on United, United Shuttle, United Express
and certain other participating airlines, or for utilizing the goods
and services of other program participants, such as hotels, car
rental companies and bank credit card issuers.  Mileage credits can
be redeemed for free, discounted or upgraded travel awards on United
and other participating airlines, or for other travel industry
awards.

     Travel awards can be redeemed at the "Standard" level for any
unsold seat on any United flight to every destination served by
United.  Redemption at the "Saver" award level, however, is
restricted with expiration dates, blackout periods and capacity
controlled bookings, thereby limiting the use of Saver awards on
certain flights.

     When a travel award level is attained, liability is recorded for
the incremental costs of accrued credits based on expected
redemptions.  United's incremental costs include the additional costs
of providing service for what would otherwise be a vacant seat, such
as fuel, meal, personnel and ticketing costs.  The incremental costs
do not include any contribution to overhead or profit.

     At December 31, 1998, the estimated number of outstanding awards
was approximately 6.1 million, as compared with 6.2 million at the
end of the prior year.  United estimates that 4.6 million of such
awards will ultimately be redeemed and, accordingly, has recorded a
liability amounting to $195 million, which is unchanged from the
previous year.  Based on historical data, the difference between the
awards expected to be redeemed and the total awards outstanding
arises because:  (1) some awards will never be redeemed, (2) some
will be redeemed for non-travel benefits, and (3) some will be
redeemed on partner carriers.

     The number of Mileage Plus awards used on United in 1998 was 2.1
million, compared to 1.8 million in 1997 and 1.5 million in 1996.
Such awards represented 9% of United's total revenue passenger miles
in 1998, 8% in 1997, and 7% in 1996.  These low percentages, as well
as seat availability restrictions on the use of Saver awards (the
most popular redemption), kept displacement, if any, of revenue
passengers by users of Mileage Plus awards to a minimum.

Industry Conditions
- -------------------

     Seasonality.  Air travel business is subject to seasonal
fluctuations.  United's first- and fourth-quarter results normally
are affected by reduced travel demand in the fall and winter, and
United's operations are often affected adversely by winter weather.
Thus, operating results for the Company are generally better in the
second and third quarters.

     Competition.  The airline industry is highly competitive.  In
domestic markets, new and existing carriers are free to initiate
service on any route.  United's domestic competitors include all of
the other major U.S. airlines as well as regional carriers, some of
which have lower cost structures than United.

     In its international service, United competes not only with U.S.
carriers but also with national flag carriers of foreign countries,
which in certain instances enjoy forms of governmental support not
available to U.S. carriers.  Competition on certain international
routes is subject to varying degrees of governmental regulations (see
"Government Regulation").  United has advantages over foreign air
carriers in the United States because of its ability to generate U.S.
origin-destination traffic from its integrated domestic route
systems, and because foreign carriers are prohibited by U.S. law from
carrying local passengers between two points (known as cabotage) in
the United States.  United experiences the same restriction in
foreign countries.

     In addition, U.S. carriers are often constrained from carrying
passengers to points beyond designated international gateway cities
due to limitations in air service agreements or restrictions imposed
unilaterally by foreign governments.  To compensate for these
structural limitations, U.S. and foreign carriers have entered into
alliances and marketing arrangements which allow the carriers to
provide feed to each other's flights.  (See "Airline Operations -
Alliances")

     Distribution Channels.  Travel agents account for a substantial
percentage of United's sales.  In November 1998, as part of its
ongoing effort to control costs, United capped at $100 the maximum
commission payable for international travel purchased in the U.S. or
Canada for travel outside those countries.

     The use of electronic distribution systems is also an important
cost control initiative of United.  United continues to expand the
capabilities of its web site and observed an increase in 1998 in its
internet bookings.  The U.S. government and the European Commission
are considering placing restrictions on the Internet products offered
directly by the airlines as they also review the larger issue of
restrictions on computer reservation systems.

Government Regulation
- ---------------------  

     General.  All carriers engaged in air transportation in the
United States are subject to regulation by the U.S. Department of
Transportation ("DOT").  The DOT has authority to: issue
certificates of public convenience and necessity for domestic air
transportation and, through the Federal Aviation Administration
("FAA"), air-carrier operating certificates; authorize the provision
of foreign air transportation by U.S. carriers; prohibit unjust
discrimination; prescribe forms of accounts and require reports from
air carriers; regulate methods of competition, including the
provision and use of computerized reservation systems; and administer
regulations providing for consumer protection, including regulations
governing the accessibility of air transportation facilities for
handicapped individuals.  United holds certificates of public
convenience and necessity, as well as air-carrier operating
certificates, and therefore is subject to DOT regulations.  The FAA
administers the U.S. air traffic control system and oversees aviation
safety issues.

     United's operations require licenses issued by the aviation
authorities of the foreign countries that United serves.  Foreign
aviation authorities may from time to time impose a greater degree of
economic regulation than exists with respect to United's domestic
operations. United's ability to serve some foreign markets and its
expansion into many of these markets are presently restricted by lack
of aviation agreements to allow such service or, in some cases, by
the restrictive terms of such agreements.

     In connection with its international services, United is
required to file with the DOT and to observe tariffs establishing the
fares charged and the rules governing the transportation provided.
In certain cases, fares and schedules require the approval of the
relevant foreign governments.  Shifts in United States or foreign
government aviation policies can lead to the alteration or
termination of existing air service agreements between the U.S. and
other governments, and could diminish the value of United's
international route authority.  United's operating rights under the
air services agreements may not be preservable in such cases.

     Airport Access.  Take-off and landing rights ("slots") at
Chicago O'Hare International Airport, New York John F. Kennedy
International, New York LaGuardia and Washington Reagan National
airports, are limited by the "high density traffic rule."  Under this
rule, slots may be bought, sold or traded.  The DOT, however, can
require carriers to relinquish slots for reallocation if they fail to
meet certain minimum-use standards.

     For the past few years, the DOT has been confiscating slots from
incumbent carriers at Chicago O'Hare, including United, to provide
more opportunities for foreign carriers.  In 1997, the DOT began
creating slots at certain slot-controlled airports to allow the entry
of "new entrant" carriers. United holds a sufficient number of slots
at airports subject to the high-density rule, but its ability to
expand could be constrained if sufficient additional slots are not
available on satisfactory terms.

     On February 9, 1999, federal transportation officials announced
a plan to abolish, over a five year period, the high density traffic
rule at Chicago's O'Hare and New York's Kennedy and Laguardia
airports.  The plan requires Congressional action.  It is too early
to determine what impact, if any, this proposal would have on the
Company if enacted.

     United currently has a sufficient number of leased gates and
other airport facilities, but expansion by United may be constrained
at certain airports by insufficient availability of gates on
attractive terms or other factors, such as noise restrictions.

     Safety.  The FAA has regulatory jurisdiction over flight
operations generally, including equipment, ground facilities,
maintenance, communications and other matters.  United's aircraft and
engines are maintained in accordance with the standards and
procedures recommended and approved by the manufacturers and the FAA.

     From time to time, the FAA issues airworthiness directives
("ADs") which require air carriers to undertake inspections and to
make unscheduled modifications and improvements on aircraft, engines
and related components and parts.  The ADs sometimes cause United to
incur substantial, unplanned expense when aircraft or engines are
removed from service prematurely in order to undergo mandated
inspections or modifications.  The issuance of any particular AD may
have a greater or lesser impact on United, compared to its
competitors, depending upon the equipment covered by the directive.
Civil and criminal sanctions may be assessed for not complying with
the ADs.

     Environmental Regulations.  The Airport Noise and Capacity Act
of 1990 ("ANCA") requires the phase-out by December 31, 1999 of Stage
2 aircraft operations, subject to certain waivers.  The "Stage 2" and
"Stage 3" terminology is industry vernacular referring to permissible
noise levels under various aircraft operating conditions.  The
specific noise limitations are technical, but in general, Stage 3
aircraft will produce less overall noise than Stage 2 aircraft.  By
the year 2000, all commercial aircraft within the United States must
meet the stricter Stage 3 noise requirements or be grounded.

     United will generally meet Stage 3 requirements by retiring
Stage 2 aircraft and replacing some with newer Stage 3 aircraft, and
by retrofitting the remaining Stage 2 aircraft with special equipment
(known in the industry as "hushkits").  Most of the hushkits will be
acquired through a swap of retired or retiring DC10-10 aircraft.  The
cost of acquiring the remaining hushkits is included in the Company's
capital commitments disclosed under "Liquidity and Capital Resources"
of Item 7.
     
     Federal and state environmental laws require that underground
storage tanks (USTs) be upgraded to new construction standards and
equipped with leak detection.  These requirements are phased in based
on the age, construction and use of existing tanks.  United operates
a number of underground and above-ground storage tanks throughout its
system.  They are used for the storage of fuels and deicing fluids.
A program for the removal or upgrading of USTs, ongoing since 1987,
was completed in 1998.

     United has been identified as a potentially responsible party in
some state and federal recovery actions involving soil and groundwater
contamination.  United estimates the total cost of remediation to
range from $43 million to $79 million.

     The EPA and FAA signed a Memorandum of Agreement in February 1998
to develop a voluntary process with the airline industry to reduce
emissions that lead to ozone formation.  This MOA includes a proposal
that carries a "voluntary engine retrofit program" to reduce emissions
from aircraft engines.  As a result of this MOA, the carriers, EPA,
FAA and local and state regulators have been involved in negotiations
on the scope and content of the voluntary program.  Despite proposals
from the airline industry, this process has not yet resulted in an agreed
program.

     Other Government Matters.  Other federal agencies with
jurisdiction over certain aspects of United's operations include the
Department of Justice (Antitrust Division and Immigration and
Naturalization Service); the Equal Employment Opportunity Commission;
the Department of Labor (Occupational Safety and Health
Administration, and Office of Federal Contract Compliance Programs of
the Employment Standards Administration); the National Mediation
Board; the National Transportation Safety Board; the Treasury
Department (U.S. Customs Service); the Federal Communications
Commission (use of radio facilities by aircraft); and the United
States Postal Service (carriage of domestic and international mail).
United is also subject to varying degrees of regulation by foreign
governments.  In time of war or certain other national emergencies,
the U.S. government may require United to provide airlift services
under the Civil Reserve Air Fleet Program.

Fuel
- ----

     United's results of operations are significantly affected by the
price and availability of jet fuel.  It is estimated that every $.01
change in the average annual price-per-gallon of jet fuel causes a
change of approximately $31 million in United's annual fuel costs.
The average price per gallon of jet fuel in 1998 declined 15.1%.
Changes in fuel prices are industry-wide occurrences that benefit or
harm United's competitors as well as United, although fuel-hedging
activities may affect the degree to which fuel-price changes affect
individual companies.  To assure adequate supplies of fuel and to
provide a measure of control over fuel costs, United ships fuel on
major pipelines and stores fuel close to its major hub locations.

Insurance
- ---------

     United carries liability insurance of a type customary in the
air transportation industry, in amounts which it deems adequate,
covering passenger liability, public liability and property damage
liability.  The amount recoverable by United under aircraft-hull
insurance covering all damage to its aircraft is not subject to any
deductible amount in the event of a total loss.

Employees - Labor Matters
- -------------------------

     UAL is the world's largest majority employee-owned company.  At
December 31, 1998, the Company and its subsidiaries had more than
95,035 employees.  Approximately 82% of United's employees are
represented by various labor organizations.

     The employee groups, number of employees, labor organization and
current contract status for each of United's major collective
bargaining groups as of December 31, 1998 are as follows:
  
  
                              Number of                   Contract Open
       Employee Group         Employees      Union        For Amendment
       --------------         ---------      -----        -------------

       Mechanics, ramp
       service & other
       ground employees       26,446         IAM          July 12, 2000
       
       Passenger Service
       Employee Group         19,198         IAM          N/A*
       
       Flight attendants      22,681         AFA          March 1, 2006
       
       Pilots                  9,292         ALPA         April 12, 2000
       ___________________________

*Began negotiations December 8, 1998 for a first contract.

Corporate Governance
- --------------------

     Background.  On July 12, 1994, the stockholders of UAL approved
a plan of recapitalization that provided an approximately 55% equity
and voting interest in UAL to certain employees of United in exchange
for wage concessions and work-rule changes.  The employees' equity
interest is being allocated to individual employee accounts through
the year 2000 under Employee Stock Ownership Plans ("ESOPs") which
were created as part of the recapitalization.  Since the ESOP shares
are being allocated over time, the current ownership interest held in
the ESOPs is less than 55%.  The entire ESOP voting interest,
however, is currently exercisable and is voted by the ESOP trustee at
the direction of, and on behalf of, the employees participating in
the ESOPs.

     As part of the recapitalization, the Company's shareholders
approved an elaborate governance structure, which is contained principally
in the Company's Restated Certificate of Incorporation ("UAL Charter").
Among other matters, the UAL Charter provides that the Company's
Board of Directors is to consist of five public directors,
two of whom are members of senior management; four independent
directors; and three directors appointed by representatives of
various employee groups, including the pilots and machinists.  

     See the Company's Proxy Statement for its Annual Meeting of
Shareholders for information concerning the processes for electing   
the directors and for the Board committee requirements.  A number of 
special shareholder and Board voting requirements were also established, 
as summarized below.

     Special Voting.  In specified circumstances
("Extraordinary Matters"), actions by UAL or United Airlines require
approval of either (a) 75% of the entire Board, including at least
one union director, or (b) 75% of the voting stock present at a
stockholder meeting.  "Extraordinary Matters" include, certain 
business transactions outside the ordinary course of business, 
significant asset dispositions, and most issuances of equity securities.  
Most issuances of equity securities are also subject to a first 
refusal agreement in favor of employees participating in the ESOPs.
     
     Other special voting requirements apply to amendments to
the UAL Charter and certain Bylaws, repurchases of Common Stock,
stock sales to employee benefit plans, and business transactions with
labor.
     
     "Sunset."  The Voting Preferred Stock (See Item 8, Note 13
to Consolidated Financial Statements) outstanding at any time
commands voting power for approximately 55% of the vote of all
classes of capital stock in all matters requiring a stockholder vote,
other than for the election of members of the Board of Directors.
The Voting Preferred Stock will generally continue to represent
approximately 55% of the aggregate voting power until the "Sunset."
The "Sunset" will occur when the common shares issuable upon
conversion of the outstanding Class 1 and Class 2 ESOP Preferred
Stock, plus any common equity (generally common stock issued or
issuable at the time of the recapitalization) and available unissued
ESOP shares held in the ESOPs or any other employee benefit plans
sponsored by the Company for the benefit of its employees, represent,
in the aggregate, less than 20% of the common equity and available
unissued ESOP shares of the Company.  For purposes of measuring the
Sunset, employee ownership is approximately 65.73% at December 31,
1998.

     For a more complete description of the Company's governance
structure, see the UAL Charter, the Stockholders' Agreements and
the First Refusal Agreement, included as exhibits to this Form 10-K.



I
TEM 2.  PROPERTIES.

Flight Equipment
- ----------------

     As of December 31, 1998, United's operating aircraft fleet
totaled 577 jet aircraft, of which 268 were owned and 309 were
leased.  These aircraft are listed below:

                                
                     Average                                   Average
  Aircraft Type      No. of Seats    Owned   Leased*   Total   Age (Years)
  -------------      ------------    -----   -------   -----   -----------

  A319-100              126            10      10        20         1
  A320-200              144            11      40        51         3
  B727-200              147            65      10        75        20
  B737-200              109            24       0        24        19
  B737-300              129            10      91       101        10
  B737-500              112            27      30        57         6
  B747-100              450             4       0         4        28
  B747-200              347             2       7         9        20
  B747-400              363            15      21        36         5
  B757-200              188            41      55        96         7
  B767-200              168            19       0        19        16
  B767-300              213             8      19        27         6
  B777-200              290            16      18        34         2
  DC10-10               288            13       3        16        22
  DC10-30               298             1       3         4        20
  DC10-30F              N/A             2       2         4        19
  
  TOTAL OPERATING
  FLEET                               268     309       577        10        
                                      ===     ===       ===       ===
  
    *  United's aircraft leases have initial terms of 10 to 26 years,
       and expiration dates range from 1999 through 2020.  Under the
       terms of leases for 302 of the aircraft in the operating fleet,
       United has the right to purchase the aircraft at the end of the
       lease term, in some cases at fair market value and in others at
       fair market value or a percentage of cost.
       
     As of December 31, 1998, 69 of the 268 aircraft owned by United
were encumbered under debt agreements.

     The following table sets forth United's firm aircraft orders and
expected delivery schedules as of December 31, 1998:

       Aircraft Type       Number   To Be Delivered    Delivery Rate
       -------------       ------   ---------------    -------------
  
          A319-100           27        1999-2002         0-2 per month
          A320-200           35        1999-2002         0-3 per month
          B747-400           15        1999-2002         0-2 per month
          B757-200            2             1999         0-2 per month
          B767-300           10        1999-2002         0-1 per month
          B777-200           18        1999-2002         0-2 per month
  
          Total             107


Ground Facilities and Equipment
- -------------------------------

     United has entered into various leases relating to its use of
airport-landing areas, gates, hangar sites, terminal buildings and
other airport facilities in most of the municipalities it serves.
Major leases expire at Chicago O'Hare in 2018, San Francisco in 2011,
Washington Dulles in 2014 and Los Angeles in 2021.  United also has
leased ticketing, sales and general office space in the downtown and
outlying areas of most of the larger cities in its system.  In
suburban Chicago, United owns a 106-acre complex consisting of more
than one-million square feet of office space for its world
headquarters, a computer facility and a training center.

     United's Maintenance Operation Center ("MOC") at San Francisco
International Airport occupies 129 acres of land, three-million
square feet of floor space and 12 aircraft hangar docks under lease
expiring in 2007, with an option to extend for 10 years.  United's
Indianapolis Maintenance Center ("IMC") is operated under a lease
with the Indianapolis Airport Authority that expires in 2031.  IMC is
a major aircraft maintenance and overhaul facility and is being used
for maintenance of Boeing B737, B757, B767 and A320 aircraft. United
also has a major facility at the Oakland, California airport,
dedicated to airframe maintenance.

     At Denver International Airport, United operates under a lease
and use agreement expiring in 2025, and occupies 44 gates and more
than one million square feet of exclusive or preferential use
terminal building space.  United's flight training center, located at
the former Stapleton International Airport, was purchased by United
from the City and County of Denver and can accommodate 36 flight
simulators and more than 90 computer-based training stations.



ITEM 3.  LEGAL PROCEEDINGS.

     No material legal proceedings pending.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of security holders of the
Company during the fourth quarter of 1998.

Executive Officers of the Registrant
- ------------------------------------

     Information regarding the executive officers of the Company is
as follows:

     Gerald Greenwald.  Age 63.  Mr. Greenwald has been Chairman and
Chief Executive Officer of the Company and United since July 12,
1994.  During the year prior to joining the Company, he served as
Chairman of Tatra Truck Company, Czech Republic (a truck
manufacturer).

     James E. Goodwin.  Age 54.  Mr. Goodwin has been President 
and Chief Operating Officer of the Company and United since
September 1998.  From April 1, 1995 to his current appointment, he
served as Senior Vice President - North America of United.  From 1992
to 1995, he served as Senior Vice President - International of
United.

     Christopher D. Bowers.  Age 51.  Mr. Bowers has been Senior Vice
President - North America of United since September 1998.  From April
1, 1995 until his current appointment, he served as Senior Vice
President - International of United.  From 1988 until 1995, he served
as Vice President and General Sales Manager of the sales division of
United.

     David Coltman.  Age 56.  Mr. Coltman has been Senior Vice
President - Marketing of United since April 1, 1995.  From 1989 until
assuming his current position, Mr. Coltman served as Vice President -
Atlantic Division.

     Rono Dutta.  Age 47.  Mr. Dutta has been Senior Vice President -
Planning of United since November 7, 1994 and became an executive
officer of United on April 1, 1995.  From 1991 until assuming his
current position, Mr. Dutta held other vice president positions at
United, overseeing cargo, information systems, and maintenance.

     Douglas A. Hacker.  Age 43.  Mr. Hacker has been Senior Vice
President and Chief Financial Officer of the Company and United since
July 12, 1994 and had served previously as Senior Vice President -
Finance of United.

     William P. Hobgood.  Age 60.  Mr. Hobgood has been Senior Vice
President - People of United since March 1, 1997.  From 1981 until
joining United, he was in private practice as an attorney
specializing in mediation and arbitration, including labor-management
issues.

     Shelley A. Longmuir.  Age 42.  Ms. Longmuir has been Senior Vice
President - International, Regulatory, and Governmental Affairs of
United since October 1998.  From April 1994 until October 1998, Ms.
Longmuir served as Vice President - Governmental Affairs of United.
From March 1993 until April 1994, she was Senior Counsel -
Governmental Affairs of United.

     Francesca M. Maher.  Age 41.  Ms. Maher has been Senior Vice
President, General Counsel and Secretary of the Company and United
since October 1998.  From June 1997 until October 1998, she was Vice
President, General Counsel and Secretary of the Company and United.
From April 1993 until June 1997, she was Vice President - Law and
Corporate Secretary of the Company.  With respect to United, she was
VP-Law, Deputy General Counsel and Corporate Secretary from October
1994 to June 1997, and from April 1993 until October 1994, she was
Vice President - Law and Corporate Secretary.

     Stuart I. Oran.  Age 48.  Mr. Oran has been Senior Vice
President - International for United since October 1998.  Prior to
that appointment, he had been Executive Vice President of the Company
and Executive Vice President - Corporate Affairs of United since July
12, 1994.  Prior to joining the Company, he was a corporate partner
with the law firm of Paul, Weiss, Rifkind, Wharton and Garrison.

     Andrew P. Studdert.  Age 42.  Mr. Studdert has been Senior Vice
President - Fleet Operations of United since September 1997.
Previously he served as Senior Vice President and Chief Information
Officer of United from April 1995 to September 1997.  Prior to
joining United, he was an independent information systems consultant
from July 1994 to March 1995, Executive Vice President of First
Interstate Bancorp (banking) from February 1994 until June 1994, and
President of First Interstate of Southern Nevada Bank (a banking
corporation) from July 1991 to January 1994.

     There are no family relationships among the executive officers
of the Company.  The executive officers of the Company serve at the
discretion of the Board of Directors.




                               PART II
                               -------


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.

     The Company's Common Stock, $.01 par value (the "Common Stock"),
is traded principally on the New York Stock Exchange (the "NYSE")
under the symbol UAL, and is also listed on the Chicago Stock
Exchange and the Pacific Stock Exchange.  The following sets forth
for the periods indicated the high and low sales prices per share of
the Company's Common Stock on the NYSE Composite Tape.

                         High          Low
                         ----          ---
1998:
       1st quarter     $ 95 1/4      $ 82
       2nd quarter       97 1/2        73 1/16
       3rd quarter       94            56
       4th quarter       70 7/8        55 1/4


1997:
       1st quarter     $ 71 1/2      $ 55 3/8
       2nd quarter       81 3/8        63
       3rd quarter       87 7/8        71 1/2
       4th quarter      101 3/4        80 1/2


     No dividends have been declared on the Company's common stock
during the past five years.  The payment of any future dividends on
the Common Stock and the amount thereof will be determined by the
Board of Directors of the Company based on earnings, the financial
condition of the Company and other relevant factors.  The Company has
no immediate plans to pay cash dividends.  At March 11, 1999, based
on reports by the Company's transfer agent for the Common Stock,
there were 16,488 common stockholders of record.



Item 6.   Selected Financial Data and Operating Statistics
- ----------------------------------------------------------

<TABLE>
<CAPTION>
(In Millions, Except Per Share and Rates)             
                                     Year Ended December 31
                                     ----------------------
                                  1998    1997    1996    1995    1994
                                  ----    ----    ----    ----    ----       
<S>                             <C>      <C>     <C>    <C>     <C>
Operating revenues              $17,561 $17,378 $16,362 $14,943 $13,950
Earnings before extraordinary 
 item and cumulative effect 
 of accounting changes              821     958     600     378      77
Extraordinary loss on                                          
 early extinguishment of          
 debt, net of tax                     -      (9)    (67)    (29)      -
Cumulative effect of accounting 
 changes, net of tax                  -       -       -       -     (26)
Net earnings                        821     949     533     349      51
Per share amounts, diluted:
 Earnings before extraordinary 
  item and cumulative effect of
  accounting changes               6.83    9.04    5.85    5.23    0.19
 Extraordinary loss on early
  extinguishment of debt              -   (0.09)  (0.79)  (0.41)      -
 Cumulative effect of                                        
  accounting changes                  -       -       -       -   (0.34)
 Net earnings (loss)               6.83    8.95    5.06    4.82   (0.15)
Total assets at year-end         18,559  15,464  12,677  11,641  11,764
Long-term debt and capital lease
 obligations, including current
 portion, and redeemable         
 preferred stock                  5,345   4,278   3,385   4,102   4,077

Revenue passengers                   87      84      82      79      74
Revenue passenger miles         124,609 121,426 116,697 111,811 108,299
Available seat miles            174,008 169,110 162,843 158,569 152,193
Passenger load factor              71.6%   71.8%   71.7%   70.5%   71.2%
Breakeven passenger load factor    64.9%   66.0%   66.0%   66.1%   68.2%
Passenger revenue per     
 passenger mile (in cents)         12.4    12.6    12.4    11.8    11.3
Operating revenue per     
 available seat mile (in cents)    10.1    10.3    10.0     9.4     9.1
Operating expense per      
 available seat mile (in cents)     9.2     9.5     9.3     8.9     8.8
Operating expense per                                          
 available seat mile
 excluding ESOP charges (in cents)  8.8     8.9     8.9     8.6     8.6
Fuel gallons consumed             3,029   2,964   2,883   2,822   2,697
Average price per gallon of         
 jet fuel (in cents)               59.0    69.5    72.2    59.5    58.8
</TABLE>



Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations
- -----------------------------------------------------------
     This section contains forward-looking statements which
     are identified with an asterisk (*).  Factors that
     could significantly impact the expected results
     referenced in the forward-looking statements are listed
     in the last paragraph of the section, "Outlook for
     1999."
                              
      On July 12, 1994, the stockholders of UAL Corporation
("UAL") approved a plan of recapitalization that provides an
approximately 55% equity and voting interest in UAL to
certain employees of United Air Lines, Inc. ("United") in
exchange for wage concessions and work-rule changes.  The
employees' equity interest is being allocated to individual
employee accounts through the year 2000 under Employee Stock
Ownership Plans ("ESOPs") which were created as part of the
recapitalization.  Since the ESOP shares are being allocated
over time, the current ownership interest held in the ESOPs
is less than 55%.  The entire ESOP voting interest is
currently exercisable, which is voted by the ESOP trustee at
the direction of, and on behalf of, the holders of the ESOP
stock.

Liquidity and Capital Resources
- -------------------------------
Liquidity -
      UAL's total of cash and cash equivalents and short-
term investments was $815 million at December 31, 1998,
compared to $845 million at December 31, 1997.  Operating
activities during the year generated $3.194 billion.  Cash
was used primarily to fund net additions to property and
equipment and to repurchase common stock.

      Property additions, including aircraft, aircraft spare
parts, facilities and ground equipment, amounted to $2.832
billion, while property dispositions resulted in proceeds of
$452 million.  In 1998, United took delivery of ten A320,
sixteen A319, four B777, two B757, four B767 and five B747
aircraft.  Thirty-four of these aircraft were purchased and
seven were acquired under capital leases.  Eight of the
aircraft purchased during the year were later sold and then
leased back under capital leases.  Additionally, United
acquired six B727 and three DC10-10 off-lease during 1998
and retired twenty-eight B737, five B747 and six DC10-10
aircraft.

      Consistent with a plan announced earlier in the year,
the Company made payments of $459 million for the repurchase
of 7.1 million shares of common stock.  In January 1999, the
Company completed its repurchase of up to $500 million of
the Company's common stock after acquiring a total of 7.7
million shares.  Financing activities also included
principal payments under debt and capital lease obligations
of $271 million and $322 million, respectively and $154
million in aircraft lease deposits with certain banks in
connection with the financing of capital lease transactions.
Additionally, the Company issued $928 million in debt and
used part of the proceeds to purchase $693 million in
equipment certificates under Company operating leases.

      Included in cash and cash equivalents at December 31,
1998 were $142 million of securities held by third parties
under securities lending agreements, as well as collateral
in the amount of 102% of the value of the securities lent.
United is obligated to reacquire the securities at the end
of the contract.

      As of December 31, 1998, UAL had a working capital
deficit of $2.760 billion as compared to $2.300 billion at
December 31, 1997.  Historically, UAL has operated with a
working capital deficit and, as in the past, UAL expects to
meet all of its obligations as they become due.  In
addition, UAL may from time to time repurchase on the open
market, in privately negotiated purchases or otherwise, its
debt and equity securities.

      United has available a $750 million revolving credit
facility, as well as a separate $227 million short-term
borrowing facility, as described in Note 8 "Short-Term
Borrowings" in the Notes to Consolidated Financial
Statements.

      Prior Years.  Operating activities in 1997 generated
cash flows of $2.567 billion and the Company's sale of its
interest in the Apollo Travel Services Partnership provided
$539 million in cash proceeds (see "Sale of Affiliate").
Cash was used primarily to fund net additions to property
and equipment of $2.812 billion and to repurchase common
stock in the amount of $250 million.  Financing activities
also included the early extinguishment of $151 million in
principal amount of various debt securities, mandatory
repayments of long-term debt totaling $136 million and
payments under capital leases of $147 million.  In addition,
the Company made $112 million in aircraft lease deposits
with certain banks in connection with the financing of
certain aircraft acquired under capital lease transactions
and issued $597 million of enhanced pass through
certificates.

      Operating activities in 1996 generated cash flows of
$2.453 billion.  Cash was used primarily to repay long-term
debt and to fund net additions to property and equipment.
In addition to the early extinguishment of $641 million in
principal amount of various debt securities, UAL made
mandatory repayments of long-term debt totaling $150 million
and payments under capital lease obligations of $112 million
during the year.  Financing activities also included
payments of $324 million for conversions of all of UAL's
outstanding 6 3/8% convertible debentures, $84 million for
the reacquisition of UAL's Series B preferred stock and
aircraft lease deposits of $110 million with certain banks
in connection with the financing of certain capital lease
transactions.  Net property additions amounted to $1.483
billion.

Capital Commitments -
      At December 31, 1998, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.8 billion, after deducting advance payments.  Of this
amount, an estimated $2.7 billion is due to be spent in
1999.  For further details, see Note 18 "Commitments,
Contingent Liabilities and Uncertainties" in the Notes to
Consolidated Financial Statements.

Capital Resources -
      Funds necessary to finance aircraft acquisitions are
expected to be obtained from internally generated funds,
external financing arrangements or other external sources.

      At December 31, 1998, United's senior unsecured debt
was rated BB+ by Standard and Poor's ("S & P") and Baa3 by
Moody's Investors Service Inc. ("Moody's").  UAL's Series B
preferred stock and redeemable preferred securities were
rated BB- by S & P and Ba3 by Moody's.


Results of Operations
- ---------------------
Summary of Results -
      UAL's earnings from operations were $1.478 billion in
1998, compared to operating earnings of $1.259 billion in
1997.  UAL's net earnings in 1998 were $821 million ($6.83
per share, diluted), compared to net earnings of $949
million in 1997 ($8.95 per share, diluted).

      The 1997 earnings include an extraordinary loss of $9
million, after tax, on early extinguishment of debt and an
after-tax gain on the ATS/Galileo transaction (see "Sale of
Affiliate") of $235 million ($2.40 per share, diluted).

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

<TABLE>
<CAPTION>
                                  December 31, 1998       December 31, 1997
                                  -----------------       -----------------
                                 GAAP        Fully       GAAP        Fully
                               (diluted)  Distributed  (diluted)  Distributed
                               ---------  -----------  ---------  -----------
<S>                              <C>       <C>           <C>       <C>
Net Income                       $  821    $ 1,308       $  949    $ 1,546
                                  -----     ------        -----     ------
Per Share:                                                
 Earnings before gains on sales
  and extraordinary loss         $ 6.83    $ 10.24       $ 6.64    $  9.97
 Gains on sales of        
  ATS/Galileo, net                    -          -         2.40       1.79
 Extraordinary loss, net              -          -        (0.09)     (0.07)
                                  -----     ------        -----      -----
                                 $ 6.83    $ 10.24       $ 8.95    $ 11.69
                                  =====     ======        =====      =====
</TABLE>

      The current relationship of earnings and earnings per
share as computed on a GAAP basis versus a Fully Distributed
basis may not be representative of the relationship in
future periods because of various factors.  These factors
include: the dependence of ESOP compensation expense on the
common stock price; trends and commitments with respect to
wages; and the increasing number of shares assumed
outstanding under the GAAP basis during the remainder of the
ESOP period.

1998 Compared with 1997 -
- -------------------------
      Operating Revenues.  Operating revenues increased $183
million (1%) while United's revenue per available seat mile
(unit revenue) decreased 2% to 10.07 cents.  Passenger
revenues increased $178 million (1%) due to a 3% increase in
United's revenue passenger miles despite a 1% decrease in
yield from 12.55 to 12.36 cents.  Available seat miles
across the system were up 3% year over year; however,
passenger load factor decreased 0.2 point to 71.6%.  The
following analysis by market is based on information
reported to the U.S. Department of Transportation:

<TABLE>
<CAPTION>
                                 Increase (Decrease)
                                 -------------------
                   Available Seat      Revenue Passenger Miles   Revenue Per Revenue
                  Miles (Capacity)            (Traffic)         Passenger Mile (Yield)
                  ----------------     -----------------------  ---------------------
<S>                    <C>                      <C>                      <C>
Domestic                 4%                       5%                       2%
Pacific                 (9%)                    (10%)                    (13%)
Atlantic                15%                      11%                      (3%)
Latin America           17%                       9%                      (8%)
</TABLE>


      Pacific yields continue to be negatively impacted by
the weakness of the Japanese yen compared to the dollar
during the first nine months of 1998, and the continued
effects of the Asian economic turmoil on demand for travel.
Yields in other international markets have been impacted by
a negative pricing environment resulting from excess
industry capacity and weakened economies.

      Cargo revenues increased $21 million (2%) on increased
freight ton miles of 6%.  A relatively flat freight yield
together with a 1% lower mail yield, resulted in a 1%
decrease in cargo yield for the year.  Other operating
revenues decreased $16 million (1%) due to the sale of ATS
in July 1997, partially offset by increases in frequent
flyer program partner-related revenues and contract sales to
third parties.

      Operating Expenses.  Operating expenses decreased $36
million (0.2%) and United's cost per available seat mile
including ESOP compensation expense decreased 3%, from 9.53
cents to 9.24 cents.  Without the ESOP compensation expense,
United's cost per available seat mile would have been 8.76
cents, a decrease of 2% from 1997.  ESOP compensation
expense decreased $158 million (16%) reflecting the decrease
in the estimated average fair value of stock committed to
the Supplemental ESOP.  Purchased services increased $220
million (17%) due to increases in computer reservations
fees, credit card discounts, communications expense and Year
2000-related spending.  Depreciation and amortization
increased $69 million (10%) due to an increase in the number
of owned aircraft and an $11 million decrease in gains on
asset sales, from $23 million in 1997 to $12 million in
1998.  Salaries and related costs increased $323 million
(6%) due to ESOP mid-term wage adjustments which took place
in July 1998 and increased staffing in certain customer-
oriented positions.  Aircraft fuel decreased $273 million
(13%) as a result of a 15% decrease in the average cost of
fuel from 69.5 cents to 59.0 cents a gallon.  Commissions
decreased $183 million (12%) due to a change in the
commission structure implemented in the third quarter of
1997 as well as a slight decrease in commissionable
revenues.  Aircraft rent decreased $49 million (5%) as a
result of refinancing aircraft under operating lease.

      Other Income and Expense.  Other income (expense)
amounted to $222 million in expense in 1998 compared to $265
million in income in 1997.  Interest expense increased $69
million (24%) in 1998 due to the issuance of long-term debt
in 1997 and 1998.  Interest income increased $7 million
(13%) due to higher investment balances.  In 1998, foreign
exchange losses increased $65 million.  Because not all
economic hedges qualify as accounting hedges, unrealized
gains and losses may be recognized in income in advance of
the actual foreign currency cash flows.  This mismatch of
accounting gains and losses and foreign currency cash flows
was especially pronounced during the fourth quarter of 1998
as a result of the appreciation in value of the Japanese
yen, relative to the U.S. dollar.  This mismatch resulted in
a pre-tax charge of $52 million which is included in foreign
exchange losses.  In addition, 1997 included a $275 million
gain on the sale of ATS and a $103 million gain on the
initial public offering of Galileo stock.

1997 Compared with 1996 -
- -------------------------
      Operating Revenues.  Operating revenues increased
$1.016 billion (6%) and United's revenue per available seat
mile (unit revenue) increased 2% to 10.25 cents.  Passenger
revenues increased $877 million (6%) due to a 4% increase in
United's revenue passenger miles and a 2% increase in yield
to 12.55 cents.  Available seat miles across the system were
up 4% year over year resulting in a slight increase to
system passenger load factor of 0.1 points to 71.8%.  The
following analysis by market is based on information
reported to the U.S. Department of Transportation ("DOT"):

<TABLE>
<CAPTION>
                                 Increase (Decrease)
                                 -------------------
                   Available Seat      Revenue Passenger Miles   Revenue Per Revenue
                  Miles (Capacity)            (Traffic)         Passenger Mile (Yield)
                  ----------------     -----------------------  ---------------------
<S>                    <C>                      <C>                      <C>
Domestic                2%                       3%                       1%
Pacific                 3%                       -%                       2%
Atlantic               19%                      20%                       3%
Latin America           -%                       2%                       8%
</TABLE>


      Latin American yield was impacted by strengthening
economies in Latin American countries as well as an improved
mix of high-yield passengers.  Strong U.S. and European
economies provided a positive pricing environment resulting
in an increase in Atlantic yield.  Pacific yields reflect a
weak Japanese economy and a stronger U.S. dollar.  Domestic
yield increased despite the fact that the U.S. airline
ticket tax was in effect for only four months of 1996 versus
ten months of 1997.

      Cargo revenues increased $119 million (15%) on
increases of 24% in freight ton miles and 6% in mail ton
miles, as a result of a new dedicated freighter operation
utilizing four DC10-30s and the introduction of long-range
B777-200B aircraft.  A 5% lower freight yield was only
partially offset by a 2% higher mail yield for an overall
decrease in cargo yield of 4%.

      Other operating revenues increased $20 million (2%)
due to increases in frequent flyer program partner related
revenues and fuel sales to third parties, partially offset
by the loss of ATS revenues resulting from its sale in July
1997 (see "Sale of Affiliate").

      Operating Expenses.  Operating expenses increased $880
million (6%) and United's cost per available seat mile
increased 2% from 9.33 to 9.53 cents, including ESOP
compensation expense.  Without the ESOP compensation
expense, United's 1997 cost per available seat mile would
have been 8.94 cents, an increase of less than 1% from 1996.
ESOP compensation expense increased $302 million (44%),
reflecting the increase in the estimated average fair value
of ESOP stock committed to be released to employees as a
result of UAL's higher common stock price.  Salaries and
related costs increased $299 million (6%) as a result of
increased staffing in certain customer-contact positions, as
well as mid-term wage adjustments which took effect July 1,
1997.  Commissions increased $42 million (3%) due to
increased commissionable revenues, partially offset by the
change in the commission structure which United implemented
in the third quarter of 1997.  United lowered the base
commission paid to travel agents from 10% to 8% (up to a
maximum of $50) on all tickets purchased in the U.S. and
Canada for both domestic and international travel.  This
action is expected to save approximately $100 million
annually in commission costs.  Purchased services increased
$98 million (8%) due principally to volume-related increases
in computer reservations fees, credit card discounts and
communication charges.  Aircraft maintenance increased $154
million (34%) due to increased purchased maintenance as well
as the timing of maintenance cycles.  Depreciation and
amortization decreased $35 million (5%) despite the
acquisition of new aircraft, due to lower depreciation on
DC10-10 aircraft which are scheduled for retirement, gains
on asset sales of $23 million in 1997 compared to $11
million in 1996, and a $30 million charge in 1996 to reduce
the carrying value of aircraft seats being replaced.
Aircraft fuel decreased $21 million (1%) despite a 3%
increase in consumption, due to a 4% decrease in the price
of fuel from 72.2 cents to 69.5 cents a gallon.

      Other Income and Expense.  Other income (expense)
amounted to $265 million in income in 1997 compared to $153
million in expense in 1996.  Interest capitalized, primarily
on aircraft advance payments, increased $27 million (35%).
Interest expense decreased $9 million (3%) due to the
prepayment of long-term debt in 1996.  Interest income
decreased $5 million (9%) due to lower average interest
rates.  In addition, 1997 included a $275 million gain on
the sale of ATS and a $103 million gain on the initial
public offering of Galileo stock.  Included in 1996 is a $20
million charge for the settlement of litigation related to
the travel agency commission cap implemented by the Company
in February 1995.

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

     Galileo raised a portion of the proceeds used to
purchase ATS through the completion of an initial public
offering of 16,799,700 shares of its common stock,
representing 16.0% of its economic interest, at $24.50 per
share for net proceeds of approximately $390 million.  This
transaction resulted in a reduction of the Company's
ownership in Galileo from 38% to 32%.  In accordance with
the Company's policy of recognizing gains or losses on the
sale of a subsidiary's stock based on the difference between
the offering price and the Company's carrying amount of such
stock, the Company recognized a pre-tax gain of $103 million
during the third quarter of 1997.  The Company also recorded
$40 million of deferred taxes related to this gain.

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

Labor Agreements and Wage Adjustments -
      The 1994 recapitalization resulted in new labor
agreements for certain employee groups and a new corporate
governance structure, which was designed to achieve balance
between the various employee-owner groups and public
stockholders.  The labor agreements and governance structure
could inhibit management's ability to alter strategy in a
volatile, competitive industry by restricting certain
operating and financing activities, including the sale of
assets, the issuance of equity securities and the ability to
furlough employees.

      Consistent with the various agreements supporting the
1994 recapitalization, in 1997, employees represented by the
Air Line Pilots' Association, International ("ALPA") and the
International Association of Machinists and Aerospace
Workers ("IAM") ratified agreements providing for
restoration of wage rates for the two groups in the year
2000 to levels that existed prior to the recapitalization in
July 1994, as well as restoration of the Company's
contribution to the pilots' defined contribution plan from
its current rate of 1% to its pre-ESOP rate of 9% in the
year 2000.

      On October 1, 1997, the Association of Flight
Attendants ("AFA") ratified a new contract which will remain
in effect through March 1, 2006.  Included in the contract
were lump sum payments of 4% in December 1999 and 5% in
2001, 2003 and 2005; as well as minimum 2% wage increases in
2000, 2002 and 2004.  Additionally, the contract includes a
series of arbitrations beginning in 2001 which can award
additional compensation increases, subject to meeting Vision
2000 goals as discussed below.  The agreement also provides
for benefits and work rule changes and a number of service
quality and productivity enhancements designed to help the
Company achieve its customer satisfaction objectives.

      On July 17, 1998, the International Association of
Machinists and Aerospace Workers ("IAM") became the
collective-bargaining representative for United's
approximately 19,000 public contact employees (primarily
customer service and reservations sales and service
representatives).  In December, the Company and the IAM
began negotiations regarding a contract for the affected
employees.

     Also in July 1998, United announced its intentions to
improve compensation and benefits for the Company's nearly
2,000 administrative employees hired on or after February 1,
1994 ("post-ESOP employees").  Currently, the Company's
administrative employees are being paid under a two-tier
wage structure which went into effect at the time of the
1994 recapitalization.  Effective April 13, 2000, the two-
tiers will be merged and post-ESOP employees will be paid on
the same basis as those employees hired prior to February 1,
1994.  In addition, on January 1, 1999, the benefits for
full-time post-ESOP employees will match those of employees
hired prior to February 1, 1994, including company-paid
medical, dental and pension, and the benefits for part-time
employees will be improved.

      The wage, benefit and work-rule adjustments outlined
above are consistent with the Company's objective, known as
Vision 2000, to put employee compensation on a competitive
level with peer group compensation at the conclusion of the
agreements outlined above.  The ultimate cost to the Company
of Vision 2000, particularly given that peer group
compensation is subject to change between now and the
conclusion of the agreements, is not determinable.  However,
as a result of these changes, the Company expects that its
annual Salaries and related costs will increase at a faster
rate than its major competitors from now through the year
2000.

Foreign Operations -
      United generates revenues and incurs expenses in
numerous foreign currencies.  These expenses include
aircraft leases, commissions, catering, personnel costs,
reservation and ticket office services, customer service
expenses and aircraft maintenance.  Changes in foreign
currency exchange rates impact operating income through
changes in foreign currency-denominated operating revenues
and expenses.  Despite the adverse (favorable) effects a
strengthening (weakening) foreign currency may have on U.S.
originating traffic, a strengthening (weakening) of foreign
currencies tends to increase (decrease) reported revenue and
operating income because United's foreign currency-
denominated operating revenue generally exceeds its foreign
currency-denominated operating expense for each currency.
      By carrying passengers and cargo in both directions
between the U.S. and almost every major economic region in
the world and by selling its services in each local country,
United attempts to mitigate its exposure to fluctuations in
any single foreign currency.  The Company's biggest net
exposures are typically for Japanese yen, Hong Kong dollars,
Australian dollars and British pounds.  During 1998, yen-
denominated operating revenue net of yen-denominated
operating expense was approximately 66 billion yen
(approximately $490 million), Hong Kong dollar-denominated
operating revenue net of Hong Kong dollar-denominated
operating expense was approximately 1,838 million Hong Kong
dollars (approximately $236 million), Australian dollar-
denominated operating revenue net of Australian dollar-
denominated operating expense was approximately 245 million
Australian dollars (approximately $153 million) and British
pound-denominated operating revenue net of British pound-
denominated operating expense was approximately 73 million
British pounds (approximately $122 million).  United hedges
some of the risk of exchange rate volatility on its
anticipated future yen revenues and Hong Kong revenues by
purchasing put options for each respective currency.  To
reduce some of the costs of this hedging program, the
Company also sells call options in each currency from time
to time.  United continually monitors its foreign currency
hedging program and is no longer entering into yen option
contracts.  At a point in the future, United may elect to
reestablish its yen hedging program.  United also attempts
to reduce its exposure to transaction gains and losses by
converting excess local currencies generated to U.S. dollars
and by entering into currency forward or exchange contracts.
The total notional amount of outstanding currency options
and forward exchange contracts, and their respective fair
market values as of December 31, 1998, are summarized in

I
tem 7A.  Quantitative and Qualitative Disclosures About
Market Risk.

      United's foreign operations involve insignificant
amounts of physical assets; however, there are sizable
intangible assets related to acquisitions of Atlantic and
Latin American route authorities.  Operating authorities in
international markets are governed by bilateral aviation
agreements between the United States and foreign countries.
Changes in U.S. or foreign government aviation policies can
lead to the alteration or termination of existing air
service agreements that could adversely impact the value of
United's international route authority.  Significant changes
in such policies could also have a material impact on UAL's
operating revenues and results of operations.

Airport Rents and Landing Fees -
      United is charged facility rental and landing fees at
virtually every airport at which it operates.  In recent
years, many airports have increased or sought to increase
rates charged to airlines as a means of compensating for
increasing demands upon airport revenues.  Airlines have
challenged certain of these increases through litigation and
in some cases have not been successful.  The Federal
Aviation Administration ("FAA") and the DOT have instituted
an administrative hearing process to judge whether rate
increases are legal and valid.  However, to the extent the
limitations on such charges are relaxed or the ability of
airlines to challenge such charges is restricted, the rates
charged by airports may increase substantially.  Management
cannot predict the magnitude of any such increase.

Update on Year 2000 Readiness -
     The Company, like most corporations, faces potential
problems if software applications, computer equipment and
embedded computer chips fail to recognize calendar dates
beginning in the year 2000. The Company has developed a five-
step process to achieve Year 2000 readiness: Awareness,
Inventory, Assessment, Remediation, and Testing.  Awareness
consists of the initial recognition that a program, system,
or device could be date-sensitive and susceptible to
malfunction.  Inventory refers to the identification and
documentation of all such programs, systems, and devices.
Assessment refers to the evaluation and determination of
what course of action should be taken with respect to a
specific program, system or device.  Remediation refers to
the corrective action taken, such as repairing or replacing,
to avoid malfunctions.  Testing consists of all activities
undertaken to gain assurance that the remediated program,
system or device will function as expected for dates after
1999.  The Company has established a Year 2000 Program
office to oversee this process.

     The above-referenced five-step process is being applied
in four major areas.  The first area consists of the
information systems maintained and supported by the
Company's Information Services Division, collectively
referred to as information technology or "IT" systems.  The
IT systems include, among other things, (1) the hardware
related infrastructure, which includes voice and data
communications networks, and (2) mainframe and non-mainframe
based software applications.  The Company develops and uses
these software applications in functions such as
reservations, ticketing, flight scheduling, seat inventory
and customer service.

     The second area consists of user maintained
applications that generally are not supported by the
Company's Information Services Division.  The third area
consists of operational systems and devices that include,
among other things, aircraft avionics, baggage handling,
aircraft ground handling, passenger loading bridges, and
flight simulators. User maintained applications and
operational systems and devices are collectively referred to
as "non-IT systems."

     The fourth area consists of the Company's critical
business partners which would include, among others, air
traffic control systems, airport authorities,
telecommunications providers, computer reservation systems,
and airframe and engine manufacturers.

     As discussed below, the Company remains on target in
completing its five-step process.  The awareness and
inventory phases are complete.  The assessment phase is
complete with respect to IT and non-IT systems, and
substantial progress has been made in the remediation phase
of the IT systems, and with a few exceptions for non-
critical systems, substantially all IT and non-IT systems
will be remediated by March 31, 1999.  The assessment
process is still ongoing with respect to critical business
partners.

     IT systems. The Company remains on schedule for
completing the remediation of its hardware infrastructure.
Remediation and the initial system testing of the mainframe
hardware and software is substantially complete, while all
other hardware infrastructure, including data and voice
networks, is expected to be remediated and tested by March
31, 1999.

     Remediation and initial testing of essentially all
internally developed IT software applications has been
completed as of December 31, 1998.

     System integration testing for all IT systems that are
critical to the operations is expected to be completed by
June 30, 1999, and system integration testing for all other
systems is expected to be completed by June 30, 1999.

     Non-IT Systems.  The technical assessment stage for non-
IT systems is complete.  Most airport systems (including
aircraft ground handling equipment, customer service
equipment at airports and passenger loading bridges) are not
date-sensitive and therefore will not require remediation.
Those non-IT systems that are date-sensitive and critical to
the Company's business, such as aircraft avionics and flight
simulators, are scheduled to be substantially remediated and
tested by June 30, 1999.

     Critical Business Partners.  The Company has grouped
its critical business partners into three categories:
strategic, preferred or commodity.  The "strategic" category
consists of those partners, such as air traffic control
systems, airport authorities, telecommunications providers,
computer reservation systems, and airframe and engine
manufacturers, without which the Company would cease to
operate.  The "preferred" category consists of partners that
have substantial interaction with the Company, but whose
absence would not necessarily cause an immediate or
irreversible interruption or cessation of business
operations.  The "commodity" category consists of those
partners who provide goods or services that could be readily
replaced and whose absence would not materially impact the
business. The Company has been contacting its "strategic"
partners and performing site visits to ascertain their state
of Year 2000 readiness, and has contacted all of them as of
December 31, 1998.  Preferred and commodity partners are
being contacted to evaluate their Year 2000 remediation
programs.  To date the Company has contacted a significant
number of preferred and commodity partners.  For those
partners without programs in place or not responding, the
Company may look for alternate suppliers unless a Year 2000
program is in place with a planned completion date no later
than June 30, 1999.

     The Company is working closely with the Air Transport
Association ("ATA"), an industry organization consisting
mostly of North American airlines.  The ATA has undertaken a
study to assess the process that major domestic airports are
using to achieve Year 2000 readiness.  Preliminary results
of that study suggest most of the larger domestic airports
are making progress toward being Year 2000 compliant.
Certain of the smaller domestic airports do not, as yet,
have detailed Year 2000 plans in place. A similar project is
underway with the International Air Transport Association to
review the Year 2000 process at international airports.
Current information suggests that some key international
airports may be behind schedule.

     The Company's aircraft manufacturers have concluded
that there are no flight safety issues.  However, the
Company continues to test its aircraft systems and to work
with its manufacturers to ensure Year 2000 readiness.

     To date, the Company has projected that it will cost
approximately $90 million ($38 million in capital spending
and $52 million in expense) to make the Company Year 2000
ready.  Of that total, $28 million has already been spent,
while the remaining $62 million is expected to be spent in
1999.  All the amounts expected to be recognized as expense
in 1999 have been taken into consideration in the earnings
outlook discussed in the "Outlook for 1999".

     A series of airline readiness reviews are planned
during the second quarter of 1999 to ensure aircraft, air
traffic control, airports, support groups and critical
business partners are prepared for Year 2000 and can provide
uninterrupted operations.  By September 30, 1999, the
Company will complete a risk analysis and develop risk
estimates after completing the airline readiness reviews.
Based on the results of the airline readiness review, the
Company will develop any contingency plans that are needed.
At this point in time, the Company does not have specific
Year 2000 contingency plans in place.  It is likely that
certain international airports and air traffic control
systems will not complete their Year 2000 programs by
September 30, 1999.  We will continue to evaluate Year 2000
readiness at these locations and develop contingency plans
as needed.

     The Company believes that the current and planned
activities to modify its systems will reduce the risks of a
business interruption.  A failure by its systems to be Year
2000 ready could materially and adversely impact the
Company's results of operations, liquidity and financial
condition.  The Company also relies heavily upon its
critical business partners in its normal business
activities.  Failure by critical business partners to be
Year 2000 ready could materially and adversely impact the
Company's results of operations, liquidity and financial
condition.  Due to the general uncertainty surrounding the
Year 2000 problem, and the uncertainty surrounding the
readiness of its critical business partners, the Company is
unable at this time to determine if any failure will occur
or if such failure will have a material impact on the
Company's results of operations, liquidity and financial
condition.

     Readers are cautioned that the Year 2000 section
contains forward-looking information.  Please see the
"Outlook for 1999" for a list of some of the factors that
could cause actual results to differ materially from
expected results.*

Environmental and Legal Contingencies -
      United has been named as a Potentially Responsible
Party at certain Environmental Protection Agency ("EPA")
cleanup sites which have been designated as Superfund Sites.
United's alleged proportionate contributions at the sites
are minimal; however, at sites where the EPA has commenced
litigation, potential liability is joint and several.
Additionally, United has participated and is participating
in remediation actions at certain other sites, primarily
airports.  The estimated cost of these actions is accrued
when it is determined that it is probable that United is
liable. Environmental regulations and remediation processes
are subject to future change, and determining the actual
cost of remediation will require further investigation and
remediation experience.  Therefore, the ultimate cost cannot
be determined at this time.  However, while such cost may
vary from United's current estimate, United believes the
difference between its accrued reserve and the ultimate
liability will not be material.*

      UAL has certain other contingencies resulting from
this and other litigation and claims incident to the
ordinary course of business.  Management believes, after
considering a number of factors, including (but not limited
to) the views of legal counsel, the nature of such
contingencies and prior experience, that the ultimate
disposition of these contingencies is not likely to
materially affect UAL's financial condition, operating
results or liquidity.*

New Accounting Pronouncements -
      In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), which establishes accounting
and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an
asset or liability measured at its fair value.  SFAS No.
133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge
accounting criteria are met.  Special accounting for
qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income
statement, and requires that a company must formally
document, designate and assess the effectiveness of
transactions that receive hedge accounting.

      SFAS No. 133 is effective for fiscal years beginning
after June 15, 1999.  The Company has not yet quantified
the impacts of adopting SFAS No. 133 on the financial
statements.  However, it could increase volatility in
earnings and other comprehensive income.

Outlook for 1999 -
     The Company anticipates continued strong performance in
1999 largely based on expected strong U.S. economic activity.
In addition, there are early indications of some modest
improvement in United's Pacific revenue and profit
performance.  These factors are expected to outweigh the
anticipated negative impact on Atlantic unit revenues and
profits associated with industry capacity growth in the region.

     The Company expects its 1999 system capacity to grow
3%, which is less than the forecasted industry capacity
growth rate.  Unit revenues are estimated to range between
1% higher and 1% lower than 1998.

     1999 unit costs excluding ESOP charge are estimated to
be about 1% higher than 1998, based on an average fuel price
of approximately 56 cents per gallon including taxes.  Among 
the factors affecting costs will be the cap in international
commissions instituted last year and the level of spending
on Year 2000 (see "Update on Year 2000 Readiness").

     In summary, the Company forecasts 1999 earnings to
range between $10.00 and $12.00 per fully distributed share,
with its internal goal being to earn $11.00 per fully distributed
share.  The Company's earnings per share performance will be
helped by the reduction in share count stemming from the
$500 million common stock repurchase program completed
earlier this year.

     For the first quarter of 1999, the Company expects
system capacity growth of approximately 2.5%, with domestic
capacity growing by around 4.7%.  Unit costs excluding ESOP
charge are estimated to be 1% higher and unit revenues are
expected to be 1% lower than the same quarter 1998.  This 
revenue assumption is based on a continuation of recent 
results and current data trends that indicate a reversal of 
the domestic revenue weakness that began in the fourth quarter 
of last year and lingered into the early part of the first 
quarter this year.  This reversal could be attributable to 
the dissipation of economic uncertainty and an improvement 
in the pricing environment following the expiration of fares 
sold in the aftermath of Northwest Airlines' pilot strike.  
Separately, the Company also benefited this quarter from the 
recent labor unrest at American Airlines.

     Based on these assumptions, the Company's expectations
for first quarter earnings fall in a range around $1.35 per fully 
distributed share, the highest First Call estimate as of March 11,
1999.

      The information included in the above outlook section,
as well as certain statements made throughout the
Management's Discussion and Analysis of Financial Condition
and Results of Operations that are identified by an asterisk
(*) is forward-looking and involves risks and uncertainties
that could result in actual results differing materially
from expected results.  It is not reasonably possible to
itemize all of the many factors and specific events that
could affect the outlook of an airline operating in the
global economy.  Some factors that could significantly
impact expected capacity, unit revenues, revenues, fully
distributed unit costs, profits, fuel prices and fully
distributed earnings per share include: the success of the
Company's cost-control efforts, the outcome of negotiations
on new contracts with the union groups, industry capacity
decisions, the airline pricing environment, the economic
environment of the airline industry, fuel prices, actions of
the U.S., foreign and local governments, the Asian economic
environment and travel patterns, foreign currency exchange
rate fluctuations, and the general economic environment.
With respect to the forward-looking statements set forth in
the "Environmental and Legal Contingencies" section, some of
the factors that could affect the ultimate disposition of
these contingencies are changes in applicable laws, the
development of facts in individual cases, settlement
opportunities and the actions of plaintiffs, judges and
juries.  Some factors that could significantly impact the
Company's expected Year 2000 readiness and the estimated
cost thereof include: the results of the technical
assessment, remediation and testing of date-sensitive
systems and equipment and the ability of critical business
partners, including domestic and international airport
authorities, aircraft manufacturers and the Federal Aviation
Administration, to achieve Year 2000 readiness.

Item 7A.  Quantitative and Qualitative Disclosures About
          Market Risk
          ----------------------------------------------
     Interest Rate Risk - United's exposure to market risk
associated with changes in interest rates relates primarily
to its debt obligations and short-term investments.  United
does not use derivative financial instruments in its
investments portfolio.  United's policy is to manage
interest rate risk through a combination of fixed and
floating rate debt and entering into swap agreements,
depending upon market conditions.  A portion of the
borrowings are denominated in foreign currencies which
exposes the Company to risks associated with changes in
foreign exchange rates.  In addition, the Company has placed
foreign currency deposits (primarily for Japanese yen,
French francs and German marks) to meet foreign currency
lease obligations designated in the respective currencies.
The Company is not exposed to foreign currency risk on these
deposits since unrealized mark-to-market gains or losses on
the foreign currency deposits are offset by the losses or
gains on the foreign currency obligations.  The fair value
of these deposits is determined based on the present value
of future cash flows using an appropriate swap rate.  The
fair value of long-term debt is based on the quoted market
prices for the same or similar issues or the present value
of future cash flows using a U.S. Treasury rate that matches
the remaining life of the instrument, adjusted by a credit
spread.

<TABLE>
<CAPTION>
(In millions)                    Expected Maturity Dates               1998          1997
- ------------                     -----------------------               ----          ----
                                                                            Fair          Fair
                           1999   2000  2001  2002  2003  Thereafter Total  Value  Total  Value
                           ----   ----  ----  ----  ----  ---------- -----  -----  -----  -----
<S>                        <C>    <C>   <C>   <C>   <C>     <C>      <C>    <C>    <C>    <C>
ASSETS                                                          
Cash equivalents
 Fixed rate                $301   $ -   $ -   $ -   $ -      $ -     $301   $301   $295   $295
  Avg interest rate        4.94%    -     -     -     -        -     4.94%         6.00%
 Variable rate             $ 89   $ -   $ -   $ -   $ -      $ -     $ 89   $ 89   $  -   $  -    
  Avg interest rate        5.32%    -     -     -     -        -     5.32%            -             
Short term investments 
 Fixed rate                $386   $ -   $ -   $ -   $ -      $ -     $386   $386   $460   $460
  Avg interest rate        5.48%    -     -     -     -        -     5.48%         5.87%
 Variable rate             $ 39   $ -   $ -   $ -   $ -      $ -     $ 39   $ 39   $ 90   $ 90
  Avg interest rate        5.47%    -     -     -     -        -     5.47%         5.90%
                                                                 
Foreign currency deposits                                                        
 Fixed rate-yen deposits   $ -    $ -   $ -   $ -   $ -      $330    $330   $354   $254   $281
  Avg interest rate          -      -     -     -     -      3.05%   3.05%         3.23%
 Fixed rate-FF deposits    $ -    $ -   $ -   $ -   $ -      $ 11    $ 11   $ 13   $  4   $  4
  Avg interest rate          -      -     -     -     -      5.61%   5.61%         5.82%
 Fixed rate-DM deposits    $ 1    $ 1   $ 1   $ 1   $ 1      $188    $193   $198   $ 60   $ 60
  Avg interest rate       6.49%  6.49% 6.49% 6.49% 6.49%     6.49%   6.49%         6.86%
                                                                 
LONG TERM DEBT
 U.S. Dollar denominated
  Fixed rate debt          $ 35   $26   $27   $30   $33    $1,338  $1,491 $1,729 $1,501 $1,725
   Avg interest rate       7.45% 8.12% 8.18% 8.18% 8.18%     8.89%   8.88%         8.88%     
  Variable rate debt       $ 52  $151   $56  $567  $522    $  108  $1,456 $1,456 $  813 $  813
   Avg interest rate       5.72% 5.66% 5.72% 5.85% 5.44%     5.80%   5.67%         6.23%     

 Japanese Yen denominated
  Fixed rate debt          $ 10  $ 11   $ -  $ -   $ -     $   -   $   21 $   23 $   26 $   27
   Avg interest rate       7.50% 7.50%    -    -     -         -     7.50%         7.90%     
</TABLE>


     Foreign Currency Risk - United has established a
foreign currency hedging program using currency forwards and
currency options (purchasing put options or selling call
options) to hedge exposure to the Japanese yen and Hong Kong
dollar.  The goal of the hedging program is to effectively
manage risk associated with fluctuations in the value of the
foreign currency, thereby making financial results more
stable and predictable.  United does not use currency
forwards or currency options for trading purposes.  United
is no longer entering into yen option contracts.  At a point
in the future, United may elect to reestablish its yen
hedging program.

<TABLE>
<CAPTION>
(In millions, except average contract rates)   
- --------------------------------------------
                                 Notional    Average        Estimated
                                  Amount  Contract Rate    Fair Value
                                 -------- -------------    ----------
<S>                               <C>        <C>             <C>
Forward exchange contracts
 Japanese Yen-Purchased forwards  $ 215      105.58          $  3
             -Sold forwards       $  25      122.38          $ (2)
 Hong Kong Dollar-Sold forwards   $  86        7.89          $ (1)
 French Franc-Purchased forwards  $  50        5.05          $  1

Currency options                                         
 Japanese Yen-Put options         $ 315      128.48          $  4
             -Call options        $ 317      127.60          $(50)
</TABLE>


     As of December 31, 1997, United had $122 million of
Japanese yen forwards outstanding with a fair value of $(29)
million, $200 million yen put options with a fair value of
$14 and $132 million yen call options with a fair value of
$(1) million.

     Price Risk (Aircraft Fuel) - At December 31, 1998, the
Company had contracted to purchase approximately 2% of the
Company's 1999 fuel requirements at an average fixed price
of $0.49 per gallon.  When market conditions indicate risk
reduction is achievable, United enters into fuel option
contracts to reduce its price risk exposure to jet fuel.
Based on projected market conditions, United does not
believe risk reduction is presently achievable and is no
longer entering into new option contracts.  As market
conditions change, so may United's hedging program.  The
option contracts, which involve either purchasing call
options and simultaneously selling put options (collar
strategy) or purchasing call options, are designed to
provide protection against sharp increases in the price of
aircraft fuel. In addition, to a limited extent United
trades short-term heating oil futures and option contracts,
which are immaterial.

<TABLE>
(In millions, except average contract rates)               
                                      Notional     Average     Estimated
                                       Amount   Contract Rate  Fair Value
                                      --------  -------------  ----------
<S>                                   <C>       <C>              <C>
Purchased call contracts - Crude oil  $  496    $  15.88/bbl     $  13
Sold put contracts - Crude oil        $  202    $  16.20/bbl     $ (50)
</TABLE>


     At December 31, 1997, United had $458 million in
purchased call contracts for crude oil with an estimated
fair value of $10 million and $403 million in sold put
contracts for crude oil with an estimated fair value of
$(28) million.

                              
                         
                              

Item 8.  Financial Statements and Supplementary Data
- ----------------------------------------------------   



          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                              
                              

To the Stockholders and
Board of Directors, UAL Corporation:

We have audited the accompanying statements of consolidated
financial position of UAL Corporation (a Delaware
corporation) and subsidiary companies as of December 31,
1998 and 1997, and the related statements of consolidated
operations, consolidated cash flows and consolidated
stockholders' equity for each of the three years in the
period ended December 31, 1998.  These financial statements
and the schedule referred to below are the responsibility of
the Company's management.  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
management, 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 consolidated financial statements
referred to above present fairly, in all material respects,
the financial position of UAL Corporation and subsidiary
companies as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
schedule referenced in Item 14(a)2 herein is presented for
purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the
auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set
forth therein in relation to the basic financial statements
taken as a whole.

                              /s/   Arthur Andersen LLP

                              ARTHUR ANDERSEN LLP
                                                            
Chicago, Illinois
February 24, 1999


                              


<TABLE>               
<CAPTION>               
               
               
               UAL Corporation and Subsidiary Companies
                 Statements of Consolidated Operations
                 -------------------------------------   
                    (In Millions, Except Per Share)
                              
                                       Year Ended December 31
                                      1998      1997      1996
                                      ----      ----      ----
<S>                                <C>       <C>       <C>
Operating revenues:                
    Passenger                      $15,520   $15,342   $14,465
    Cargo                              913       892       773
    Other operating revenues         1,128     1,144     1,124
                                    ------    ------    ------
                                    17,561    17,378    16,362
                                    ------    ------    ------
Operating expenses:                                     
    Salaries and related costs       5,341     5,018     4,719
    ESOP compensation expense          829       987       685
    Aircraft fuel                    1,788     2,061     2,082
    Commissions                      1,325     1,508     1,466
    Purchased services               1,505     1,285     1,187
    Aircraft rent                      893       942       952
    Landing fees and other rent        881       863       846
    Depreciation and amortization      793       724       759
    Aircraft maintenance               624       603       449
    Other operating expenses         2,104     2,128     2,094
                                    ------    ------    ------               
                                    16,083    16,119    15,239
                                    ------    ------    ------
Earnings from operations             1,478     1,259     1,123
                                    ------    ------    ------               
Other income (expense):                                 
    Interest expense                  (355)     (286)     (295)
    Interest capitalized               105       104        77
    Interest income                     59        52        57
    Equity in earnings of affiliates    72        66        64
    Gain on sale of partnership        
      interest                           -       275         -
    Gain on sale of affiliate's stock    -       103         -
    Miscellaneous, net                (103)      (49)      (56)
                                    ------    ------    ------               
                                      (222)      265      (153)
                                    ------    ------    ------
Earnings before income taxes,                           
 distributions on preferred 
 securities and extraordinary item   1,256     1,524       970
Provision for income taxes             429       561       370
                                    ------    ------    ------
Earnings before distributions on                        
 preferred securities and
 extraordinary item                    827       963       600
Distributions on preferred            
 securities,net                         (6)       (5)        -
Extraordinary loss on early                              
 extinguishment of debt, net             -        (9)      (67)
                                    ------    ------    ------
Net earnings                       $   821   $   949   $   533
                                    ======    ======    ======
Per share, basic:                                       
Earnings before extraordinary item $ 12.71   $ 14.98   $  8.76
Extraordinary loss on early                            
 extinguishment of debt, net             -     (0.15)    (1.19)
                                    ------    ------    ------
Net earnings                       $ 12.71   $ 14.83   $  7.57
                                    ======    ======    ======
Per share, diluted:                                     
Earnings before extraordinary item $  6.83   $  9.04   $  5.85
Extraordinary loss on early                            
 extinguishment of debt, net             -     (0.09)    (0.79)
                                    ------    ------    ------
Net earnings                       $  6.83   $  8.95   $  5.06
                                    ======    ======    ======


  See accompanying notes to consolidated financial statements.
</TABLE>
                              

                              

<TABLE>
<CAPTION>
               UAL Corporation and Subsidiary Companies
             Statements of Consolidated Financial Position
                             (In Millions)

                                                 December 31
                                                 -----------
Assets                                        1998         1997
- ------                                        ----         ----
<S>                                        <C>         <C>                                                   
Current assets:                                  
  Cash and cash equivalents                $   390      $   295
  Short-term investments                       425          550
  Receivables, less allowance for                         
   doubtful accounts (1998-$22; 1997-$15)    1,138        1,051
  Aircraft fuel, spare parts and                         
   supplies, less obsolescence allowance 
   (1998-$39; 1997-$29)                        384          355
  Deferred income taxes                        256          244
  Prepaid expenses and other                   315          453
                                            ------       ------
                                             2,908        2,948
                                            ------       ------
Operating property and equipment:                         
  Owned -                                                 
   Flight equipment                         12,006       10,382
   Advances on flight equipment                985          972
   Other property and equipment              3,134        2,842
                                            ------       ------
                                            16,125       14,196
   Less - Accumulated depreciation                 
          and amortization                   5,174        5,116
                                            ------       ------
                                            10,951        9,080
                                            ------       ------
  Capital leases -                                        
   Flight equipment                          2,605        2,221
   Other property and equipment                 97           98
                                            ------       ------
                                             2,702        2,319
   Less - Accumulated amortization             599          625
                                            ------       ------
                                             2,103        1,694
                                            ------       ------
                                            13,054       10,774
                                            ------       ------
Other assets:                                             
  Investments in affiliates                    304          223
  Intangibles, less accumulated                           
   amortization (1998-$389; 1997-$374)         676          703
  Aircraft lease deposits                      545          318
  Prepaid rent                                 631           60
  Other                                        441          438
                                            ------       ------
                                             2,597        1,742
                                            ------       ------       
                                           $18,559      $15,464
                                            ======       ======

   See accompanying notes to consolidated financial statements.
</TABLE>
                              



<TABLE>
<CAPTION>

               UAL Corporation and Subsidiary Companies
             Statements of Consolidated Financial Position
                             (In Millions)
                                                 December 31
                                                 -----------
Liabilities and Stockholders' Equity          1998         1997
- ------------------------------------          ----         ----
<S>                                        <C>          <C>
Current liabilities:                                      
  Notes payable                            $   184      $     -

  Long-term debt maturing within one year       98          235
  Current obligations under capital leases     176          171
  Advance ticket sales                       1,429        1,267
  Accounts payable                           1,151        1,030
  Accrued salaries, wages and benefits         952          869
  Accrued aircraft rent                        793          830
  Other accrued liabilities                    885          846
                                            ------       ------
                                             5,668        5,248
                                            ------       ------       
Long-term debt                               2,858        2,092
                                            ------       ------
Long-term obligations under capital leases   2,113        1,679
                                            ------       ------
                                                          
Other liabilities and deferred credits:
  Deferred pension liability                    89           25
  Postretirement benefit liability           1,424        1,361
  Deferred gains                             1,180        1,210
  Accrued aircraft rent                        371          368
  Deferred income taxes                        398           79
  Other                                        354          450
                                            ------       ------
                                             3,816        3,493
                                            ------       ------
Company-obligated mandatorily redeemable
 preferred securities of a subsidiary trust    100          101
                                            ------       ------
Equity put options                              32            -
                                            ------       ------
Preferred stock committed to                
 Supplemental ESOP                             691          514
                                            ------       ------
                                                          
Stockholders' equity:                                     
  Serial preferred stock  (Note 12)              -            -
  ESOP preferred stock  (Note 13)                -            -
  Common stock at par, $0.01 par value;                          
   authorized 200,000,000 shares; issued 
   63,005,869 shares at December 31, 1998 
   and 61,288,039 shares at December 31, 1997    1            1
  Additional capital invested                3,517        2,876
  Retained earnings                          1,028          309
  Unearned ESOP preferred stock               (121)        (177)
  Stock held in treasury, at cost -                       
   Preferred, 10,213,519 depositary shares at                  
    December 31, 1998 and 10,149,219 depositary
    shares at December 31, 1997 (Note 12)     (305)        (302)
   Common, 11,201,216 shares at December 31, 
    1998 and 3,967,553 shares at 
    December 31, 1997                         (835)        (361)
  Accumulated other comprehensive income        (2)          (2)
  Other                                         (2)          (7)
                                            ------       ------
                                             3,281        2,337
                                            ------       ------       
Commitments and contingent 
 liabilities  (Note 18)                     ------       ------
                                                          
                                           $18,559      $15,464
                                            ======       ======

   See accompanying notes to consolidated financial statements.
</TABLE>
          

          

<TABLE>          
<CAPTION>
                    UAL Corporation and Subsidiary Companies
                      Statements of Consolidated Cash Flows
                                  (In Millions)
                                               Year Ended December 31
                                             1998       1997       1996
                                             ----       ----       ----
<S>                                       <C>         <C>        <C>
Cash and cash equivalents at                
 beginning of year                         $  295     $  229     $  194
                                            -----      -----      -----
Cash flows from operating activities:
 Net earnings                                 821        949        533
 Adjustments to reconcile to net                              
  cash provided by operating activities -                                   
   ESOP compensation expense                  829        987        685
   Extraordinary loss on debt                   -          9         67
    extinguishment, net of tax
   Gain on sale of partnership interest         -       (275)         -
   Gain on sale of affiliate's stock            -       (103)         -
   Pension funding less than (greater          
    than) expense                             101         43       (279)
   Deferred postretirement benefit expense    149        139        130
   Depreciation and amortization              793        724        759
   Provision for deferred income taxes        307        194         69
   Undistributed earnings of affiliates       (62)       (16)       (49)
   Increase in receivables                    (97)      (222)       (10)
   Decrease (increase) in other current 
    assets                                    105          -       (105)
   Increase in advance ticket sales           162         78         89
   Increase in accrued income taxes            38         20         84
   Increase in accounts payable and        
     accrued liabilities                       69         16        294
   Amortization of deferred gains             (64)       (64)       (63)
   Other, net                                  43         88        249
                                           ------     ------     ------ 
                                            3,194      2,567      2,453
                                           ------     ------     ------
Cash flows from investing activities:
  Additions to property and equipment      (2,832)    (2,812)    (1,538)
  Proceeds on disposition of property         
   and equipment                              452         83         55
  Proceeds on disposition of            
   partnership interest                         -        539          -
  Decrease (increase) in short-term       
   investments                                125        (82)       482
  Other, net                                  (63)       (29)        18
                                           ------     ------     ------           
                                           (2,318)    (2,301)      (983)
                                           ------     ------     ------
Cash flows from financing activities:
  Reacquisition of preferred stock             (3)         -        (84)
  Repurchase of common stock                 (459)      (250)         -
  Proceeds from issuance of long-term debt    928        597          -
  Repayment of long-term debt                (271)      (301)      (791)
  Principal payments under capital leases    (322)      (147)      (112)
  Purchase of equipment certificates under
   Company operating leases                  (693)         -          -
  Conversion of subordinated debentures         -          -       (324)
  Increase in short-term borrowings           184          -          -
  Aircraft lease deposits                    (154)      (112)      (110)
  Cash dividends                              (10)       (10)       (22)
  Other, net                                   19         23          8
                                           ------     ------     ------            
                                             (781)      (200)    (1,435)
                                           ------     ------     ------          
Increase in cash and cash equivalents                                     
  during the year                              95         66         35
                                           ------     ------     ------          
Cash and cash equivalents at end of year  $   390    $   295    $   229
                                           ======     ======     ======

    See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
<CAPTION>

                                    UAL Corporation and Subsidiary Companies
                                Statements of Consolidated Stockholders' Equity
                                         (In Millions, Except Per Share)
                                                                          Unearned           Accumulated
                                                  Additional  Retained      ESOP                Other
                             Preferred    Common   Capital    Earnings   Preferred  Treasury    Comp         
                               Stock      Stock   Invested    (Deficit)    Stock      Stock    Income    Other   Total
                             ---------    ------  ----------  --------   ---------  -------- ----------- -----   -----
<S>                           <C>          <C>      <C>       <C>          <C>       <C>        <C>      <C>    <C>
Balance at December 31, 1995  $  -         $  -     $1,353    $(1,039)     $(175)    $(282)     $(74)    $(22)  $(239)
                               ----         ---      -----     ------       ----      ----       ---      ---    ----
Year ended December 31, 1996:
Net earnings                     -            -          -        533          -         -         -        -     533
 Other comprehensive income, net:
  Unrealized losses on       
   securities,net                -            -          -          -          -         -        (1)       -      (1)
  Minimum pension liability adj. -            -          -          -          -         -        75        -      75
                                                               ------                            ---              ---
Total comprehensive income       -            -          -        533          -         -        74        -     607
                                                               ------                            ---              ---
Cash dividends on preferred
 stock ($1.44 per Series B)      -            -          -        (20)         -         -         -        -     (20)
Conversion of Series A debentures-            -        217          -          -         -         -        -     217
Exchange of Series B   
 preferred stock                 -            -       (102)         -          -         -         -        -    (102)
Issuance and amortization of
 ESOP preferred stock            -            -        735          -        (50)        -         -        -     685
Reacquisition of Series B
 preferred stock                 -            -          -          -          -       (84)        -        -     (84)
ESOP dividend ($8.89 per share)  -            -         17        (40)        23         -         -        -       -
Preferred stock committed to
 Supplemental ESOP               -            -       (106)         -          -         -         -        -    (106)
Other                            -            1         46          -          -       (19)        -        9      37
                              ----          ---      -----     ------       ----      ----       ---      ---    ----
Balance at December 31, 1996     -            1      2,160       (566)      (202)     (385)        -      (13)    995
                              ----          ---      -----     ------       ----      ----       ---      ---    ----
Year ended December 31, 1997:
Net earnings                     -            -          -        949          -         -         -        -     949
 Other comprehensive income, net:
  Minimum pension liability adj. -            -          -          -          -         -        (2)       -      (2)
                                                               ------                            ---             ----
Total comprehensive income       -            -          -        949          -         -        (2)       -     947
                                                               ------                            ---             ----
Cash dividends on preferred
 stock ($1.44 per Series B)      -            -          -        (10)         -         -         -        -     (10)
Common stock repurchases         -            -          -          -          -      (250)        -        -    (250)
Issuance and amortization of
 ESOP preferred stock            -            -        993          -         (6)        -         -        -     987
ESOP dividend ($8.89 per share)  -            -         36        (67)        31         -         -        -       -
Preferred stock committed to
 Supplemental ESOP               -            -       (349)         -          -         -         -        -    (349)
Other                            -            -         36          3          -       (28)        -        6      17
                              ----          ---      -----     ------       ----      ----       ---      ---   -----
Balance at December 31, 1997     -            1      2,876        309       (177)     (663)       (2)      (7)  2,377
                              ----          ---      -----     ------       ----      ----       ---      ---   -----
Year ended December 31, 1998:
Net earnings                     -            -          -        821          -         -         -        -     821
 Other comprehensive income, net:
  Unrealized gains on         
   securities,net                -            -          -          -          -         -         1        -       1
  Minimum pension liability adj. -            -          -          -          -         -        (1)       -      (1)
                                                               ------                            ---            -----
Total comprehensive income       -            -          -        821          -         -         -        -     821
                                                               ------                            ---            -----
Cash dividends on preferred
 stock ($1.44 per Series B)      -            -          -        (10)         -         -         -        -     (10)
Common stock repurchases         -            -          -          -          -      (459)        -        -    (459)
Issuance and amortization of
 ESOP preferred stock            -            -        823          -          6         -         -        -     829
ESOP dividend ($8.89 per share)  -            -         42        (92)        50         -         -        -       -
Preferred stock committed to
 Supplemental ESOP               -            -       (177)         -          -         -         -        -    (177)
Other                            -            -        (47)         -          -       (18)        -        5     (60)
                              ----          ---      -----     ------       ----     -----       ---      ---   -----
Balance at December 31, 1998 $   -         $  1     $3,517    $ 1,028      $(121)  $(1,140)     $ (2)    $ (2) $3,281
                              ====          ===      =====     ======       ====     =====       ===      ===   =====
                             
                             See accompanying notes to consolidated financial statements.
</TABLE>



         Notes to Consolidated Financial Statements
         ------------------------------------------  
(1)  Summary of Significant Accounting Policies
- -----------------------------------------------
     (a)  Basis of Presentation - UAL Corporation ("UAL") is
a holding company whose principal subsidiary is United Air
Lines, Inc. ("United").  The consolidated financial
statements include the accounts of UAL and all of its
majority-owned affiliates (collectively "the Company").  All
significant intercompany transactions are eliminated.
Investments in affiliates are carried on the equity basis.
Certain prior-year financial statement items have been
reclassified to conform to the current year's presentation.

     (b)  Use of Estimates - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.

     (c)  Airline Revenues - Passenger fares and cargo
revenues are recorded as operating revenues when the
transportation is furnished.  The value of unused passenger
tickets is included in current liabilities.

     (d)  Cash and Cash Equivalents and Short-term
Investments - Cash in excess of operating requirements is
invested in short-term, highly liquid, income-producing
investments.  Investments with a maturity of three months or
less on their acquisition date are classified as cash and
cash equivalents.  Other investments are classified as short-
term investments.

     From time to time, United lends certain of its
securities classified as cash and cash equivalents and short-
term investments to third parties.  United requires
collateral in an amount exceeding the value of the
securities and is obligated to reacquire the securities at
the end of the contract.  United accounts for these
transactions as secured borrowings rather than sales, and so
does not remove the securities from the balance sheet.  At
December 31, 1998, United is obligated to repurchase $142
million of securities lent to third parties.

     At December 31, 1998 and 1997, $418 million and $440
million, respectively, of investments in debt securities
included in cash and cash equivalents and short-term
investments were classified as available-for-sale, and $241
million and $287 million, respectively, were classified as
held-to-maturity.  Investments in debt securities classified
as available-for-sale are stated at fair value based on the
quoted market prices for the securities, which does not
differ significantly from their cost basis.  Investments
classified as held-to-maturity are stated at cost which
approximates market due to their short-term maturities.  The
proceeds from sales of available-for-sale securities are
included in interest income for each respective year.

     (e)  Derivative Financial Instruments -
     Foreign Currency - From time to time, United enters
into Japanese yen forward exchange contracts to minimize
gains and losses on the revaluation of short-term yen-
denominated liabilities.  The yen forwards typically have
short-term maturities and are marked to fair value at the
end of each accounting period.  The unrealized mark-to-
market gains and losses on the yen forwards generally offset
the losses and gains recorded on the yen liabilities.

     United has also entered into forwards and swaps to
reduce exposure to currency fluctuations on yen- and French
franc-denominated capital lease obligations.  The cash flows
of the forwards and swaps mirror those of the capital
leases.  The premiums on the forwards and swaps, as measured
at inception, are being amortized over their respective
lives as components of interest expense.  Any gains or
losses realized upon early termination of these forwards and
swaps are deferred and recognized in income over the
remaining life of the underlying exposure.

     The Company hedges some of the risks of exchange rate
volatility on its anticipated future yen and Hong Kong
dollar revenues by purchasing put options with little or no
intrinsic value for each respective currency.  The amount
and duration of these options are synchronized with the
expected revenues, and thus, the put options have been
designated as a hedge.  The premiums on purchased option
contracts are amortized over the lives of the contracts.
Unrealized gains on purchased put option contracts are
deferred until contract expiration and then recognized as a
component of passenger revenue.  To reduce hedging costs,
the Company sells call options in each of these currencies
from time to time. At the end of each accounting period, the
written call option contracts are marked-to-market and
unrealized losses are recorded in "Miscellaneous, net".

     Interest Rates - United may from time to time, enter
into swaps to reduce exposure to interest rate fluctuations
in connection with certain debt, capital leases and
operating leases.  The cash flows of the swaps mirror those
of the underlying exposures.  The premiums on the swaps, as
measured at inception, are amortized over their respective
lives as components of interest expense.  Any gains or
losses realized upon the early termination of these swaps
are deferred and recognized in income over the remaining
life of the underlying exposure.

     Aircraft Fuel - United uses a combination of a collar
option strategy, involving the simultaneous purchase of fuel
call options with the simultaneous sale of fuel put options
with identical expiration dates, and purchased call options
to hedge a portion of its price risk related to aircraft
fuel purchases.  The collars and purchased call options have
been designated as a hedge.  Gains or losses on hedge
positions are recognized upon contract expiration as a
component of aircraft fuel inventory.  In addition, to a
limited extent, United trades short-term heating oil futures
contracts.  Unrealized losses on these contracts are
recorded currently in income while unrealized gains are
deferred until contract expiration.  Both gains and losses
are recorded as a component of aircraft fuel expense.

     (f)  Aircraft Fuel, Spare Parts and Supplies - Aircraft
fuel and maintenance and operating supplies are stated at
average cost.  Flight equipment spare parts are stated at
average cost less an obsolescence allowance.

     (g)  Operating Property and Equipment - Owned operating
property and equipment is stated at cost.  Property under
capital leases, and the related obligation for future lease
payments, are initially recorded at an amount equal to the
then present value of those lease payments.

     Depreciation and amortization of owned depreciable
assets is based on the straight-line method over their
estimated service lives.  Leasehold improvements are
amortized over the remaining period of the lease or the
estimated service life of the related asset, whichever is
less.  Aircraft are depreciated to estimated salvage values,
generally over lives of 10 to 30 years; buildings are
depreciated over lives of 25 to 45 years; and other property
and equipment are depreciated over lives of 3 to 15 years.

     Properties under capital leases are amortized on the
straight-line method over the life of the lease, or in the
case of certain aircraft, over their estimated service
lives.  Lease terms are 10 to 30 years for aircraft and
flight simulators and 25 years for buildings.  Amortization
of capital leases is included in depreciation and
amortization expense.

     Maintenance and repairs, including the cost of minor
replacements, are charged to maintenance expense accounts.
Costs of additions to and renewals of units of property are
charged to property and equipment accounts.

     (h)  Intangibles - Intangibles consist primarily of
route acquisition costs and intangible pension assets (see
Note 16).  Route acquisition costs are amortized over 40
years.

     (i)  Mileage Plus Awards - United accrues the estimated
incremental cost of providing free travel awards earned
under its Mileage Plus frequent flyer program (including
awards earned from mileage credits sold) when such award
levels are reached.  United, through its wholly owned
subsidiary, Mileage Plus Holdings, Inc., sells mileage
credits to participating partners in the Mileage Plus
program.  The resulting revenue is recorded in other
operating revenues during the period in which the credits
are sold.

     (j)  Deferred Gains - Gains on aircraft sale and
leaseback transactions are deferred and amortized over the
lives of the leases as a reduction of rental expense.

(2)  Employee Stock Ownership Plans and Recapitalization
- --------------------------------------------------------
     On July 12, 1994, the shareholders of UAL approved a
plan of recapitalization to provide an approximately 55%
equity interest in UAL to certain employees of United in
exchange for wage concessions and work-rule changes.  The
employees' equity interest is being allocated to individual
employees through the year 2000 under Employee Stock
Ownership Plans ("ESOPs") which were created as a part of
the recapitalization.

     The ESOPs cover employees represented by the Air Line
Pilots' Association, International, the International
Association of Machinists and Aerospace Workers and U.S.
management and salaried employees.  The ESOPs include a
"Leveraged ESOP", a "Non-Leveraged ESOP" and a "Supplemental
ESOP."  Both the Leveraged ESOP and the Non-Leveraged ESOP
are tax-qualified plans while the Supplemental ESOP is not a
tax-qualified plan.  Shares are delivered to employees
primarily through the Leveraged ESOP, secondly, through the
Non-Leveraged ESOP, and lastly, through the Supplemental
ESOP.

     The equity interests are being delivered to employees
through two classes of preferred stock (Class 1 and Class 2
ESOP Preferred Stock, collectively "ESOP Preferred Stock"),
and the voting interests are being delivered through three
separate classes of preferred stocks (Class P, M and S
Voting Preferred Stock, collectively, "Voting Preferred
Stock").  The Class 1 ESOP Preferred Stock is being
delivered to an ESOP trust in seven separate sales through
January 1, 2000 under the Leveraged ESOP, five of which have
already taken place.  Based on Internal Revenue Code
Limitations, shares of the Class 2 ESOP Preferred Stock are
either contributed to the Non-Leveraged ESOP or allocated as
"book entry" shares to the Supplemental ESOP, annually
through the year 2000.  The classes of preferred stock are
described more fully in Note 13, "ESOP Preferred Stock".

     The Leveraged ESOP and Non-Leveraged ESOP are being
accounted for under AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans"
("SOP").  For the Leveraged ESOP, as shares of Class 1 ESOP
Preferred Stock are sold to an ESOP trust, the Company
reports the issuance as a credit to additional capital
invested and records a corresponding charge to unearned ESOP
preferred stock.  Shares are committed to be released to
employees on a pro rata basis through April 12, 2000.  ESOP
compensation expense is recorded for the average fair value
of the shares committed to be released during the period
with a corresponding credit to unearned ESOP preferred stock
for the cost of the shares.  Any difference between the fair
value of the shares and the cost of the shares is charged or
credited to additional capital invested.  For the Non-
Leveraged ESOP, the Class 2 ESOP Preferred Stock is recorded
as additional capital invested as the shares are committed
to be contributed, with the offsetting charge to ESOP
compensation expense.  The ESOP compensation expense is
based on the average fair value of the shares committed to
be contributed.  The Supplemental ESOP is being accounted
for under Accounting Principles Board Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25").

     Shares of ESOP Preferred Stock are legally released or
allocated to employee accounts as of year-end.  Dividends on
the ESOP Preferred Stock are also paid at the end of the
year.  Dividends on unallocated shares are used by the ESOP
to pay down the loan from UAL and are not considered
dividends for financial reporting purposes.  Dividends on
allocated shares are satisfied by releasing shares from the
ESOP's suspense account to the employee accounts and are
charged to equity.

     During 1998, 2,087,531 shares of Class 1 ESOP Preferred
Stock, 97,406 shares of Class 2 ESOP Preferred Stock and
2,182,628 shares of Voting Preferred Stock were allocated to
employee accounts, and another 889,031 shares of Class 2
ESOP Preferred Stock were allocated in the form of "book
entry" shares, effective December 31, 1997.  Another 78,821
shares of Class 2 ESOP Preferred Stock previously allocated
in book entry form were issued and either contributed to the
qualified plan or converted and sold on behalf of
terminating employees.  At December 31, 1998, the year-end
allocation of Class 1 ESOP Preferred Stock to employee
accounts had not yet been completed.  There were 2,334,375
shares of Class 1 ESOP Preferred Stock committed to be
released and 565,823 shares held in suspense by the ESOP as
of December 31, 1998.  For the Class 2 ESOP Preferred Stock,
739,598 shares were committed to be contributed to employees
at December 31, 1998.  The fair value of the unearned ESOP
shares recorded on the balance sheet at December 31, 1998
and 1997 was $141 million and $344 million, respectively.

     For the Class 2 ESOP Preferred Stock committed to be
contributed to employees under the Supplemental ESOP,
employees can elect to receive their "book entry" shares in
cash upon termination of employment.  The estimated fair
value of such shares at December 31, 1998 and 1997 was $600
million and $679 million, respectively.

(3)  Other Income (Expense) - Miscellaneous
- -------------------------------------------
     Other income (expense) - "miscellaneous, net" consisted
of the following:


<TABLE>
<CAPTION>
(In Millions)                        1998      1997      1996
- -------------                        ----      ----      ----
<S>                                 <C>       <C>       <C>
Foreign exchange losses             $ (84)    $ (19)    $  (8)
Minority interests                      -       (15)      (21)
Travel agency litigation settlement     -         -       (20)
Other                                 (19)      (15)       (7)
                                     ----      ----      ----
                                    $(103)    $ (49)    $ (56)
                                     ====      ====      ====
</TABLE>


(4) Other Comprehensive Income
- ------------------------------
     On January 1, 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income" which establishes standards for
displaying comprehensive income and its components.  The
following table presents the tax effect of those items
included in other comprehensive income:


<TABLE>
<CAPTION>
                                                   Year Ended December 31,
                                   1998                     1997                     1996
                                   ----                     ----                     ----
                                   Tax    Net of            Tax    Net of            Tax    Net of
                         Pre-Tax  Effect   Tax    Pre-Tax  Effect   Tax    Pre-Tax  Effect   Tax
                         -------  ------  ------  -------  ------  ------  -------  ------  ------
<S>                       <C>      <C>     <C>     <C>      <C>     <C>     <C>      <C>     <C>       
Unrealized gains (losses)
 on securities:
 Unrealized holding gains
  (losses) arising during
  period                  $  1     $  -    $ 1     $  -     $  -    $ -     $ (1)    $  -    $ (1)
 Less: reclassification
  adjustments realized in
  net income                 -        -      -        -        -      -        -        -       -
                           ---      ---     --      ---      ---     --      ---      ---     ---
 Net unrealized gains
  (losses)                $  1     $  -    $ 1     $  -     $  -    $ -     $ (1)    $  -    $ (1)
 Minimum pension liability  (1)       -     (1)      (4)       2     (2)     122      (47)     75
                           ---      ---     --      ---      ---     --      ---      ---     ---
Total other comprehensive
 income                   $  -     $  -    $ -     $ (4)    $  2    $(2)    $121     $(47)   $ 74
                           ===      ===     ==      ===      ===     ==      ===      ===     ===
</TABLE>


     The components of accumulated other comprehensive
income consist of the following items:

<TABLE>
<CAPTION>
                        Unrealized Gains         Minimum          Accumulated Other
                    (Losses) on Securities  Pension Liability   Comprehensive Income
                    ----------------------  -----------------   --------------------
<S>                          <C>                  <C>                  <C>
December 31, 1995            $  1                 $ (75)               $ (74)
 Current period change         (1)                   75                   74
                              ---                  ----                 ----
December 31, 1996            $  -                 $   -                $   -
 Current period change          -                    (2)                  (2)
                              ---                  ----                 ----
December 31, 1997            $  -                 $  (2)               $  (2)
 Current period change          1                    (1)                   -
                              ---                  ----                 ----
December 31, 1998            $  1                 $  (3)               $  (2)
                              ===                  ====                 ====
</TABLE>

     
(5)  Per Share Amounts
- ----------------------
     Basic earnings per share were computed by dividing net
income by the weighted-average number of shares of common
stock outstanding during the year.  In addition, diluted
earnings per share amounts include potential common shares
including ESOP shares committed to be released, and assume
the conversion of convertible debentures (for periods not
actually converted) and elimination of related interest
expense.

<TABLE>
<CAPTION>
Earnings Attributable to Common                1998    1997    1996
  Shareholders (Millions)                      ----    ----    ----
- -------------------------------
  <S>                                         <C>     <C>     <C>
  Net Income                                  $ 821   $ 949   $ 533
  Preferred stock dividends                    (102)    (77)    (60)
  Preferred stock transactions(1)                 -       -     (48)
                                               ----    ----    ----
  Earnings attributable to common
   shareholders (Basic)                       $ 719   $ 872   $ 425
  Interest on convertible debentures,
   net of tax                                     -       -       2
  Other                                           -       -       1
                                               ----    ----    ----
  Earnings attributable to common
   shareholders (Diluted)                     $ 719   $ 872   $ 428
                                               ====    ====    ====
Shares (Millions)
- -----------------
  Weighted average shares outstanding (Basic)  56.5    58.8    56.1
  Convertible preferred stock                  47.1    35.9    24.0
  Incremental shares related to convertible                        
   debentures and other                         1.6     2.7     4.5
                                              -----    ----    ----
  Weighted average number of shares (Diluted) 105.2    97.4    84.6
                                              =====    ====    ====
Earnings Per Share
- ------------------
  Basic                                      $12.71  $14.83  $ 7.57
  Diluted                                    $ 6.83  $ 8.95  $ 5.06
</TABLE>


   (1) In December 1996, a UAL-controlled trust issued trust-
       originated preferred securities in exchange for shares of
       Series B preferred stock and recorded a non-cash decrease of
       $27 million in additional paid in capital invested
       representing the excess of the fair value of the new
       securities over the carrying value of Series B.  Also,
       during 1996, the Company repurchased shares of its Series B
       preferred stock, resulting in increases to additional
       capital invested representing the excess of amounts paid to
       reacquire the preferred stock over the liquidation
       preference of such stock.  These transactions had no effect
       on earnings; however, their net impact on UAL's equity is
       included in the computation of earnings per share.

     At December 31, 1998, stock options to purchase
1,328,912 shares of common stock were outstanding, but were
not included in the computation of diluted earnings per
share because the options' exercise price was greater than
the average market price of the common shares.

(6)  Affiliates
- ---------------
     United owns 32% of Galileo International, Inc.
("Galileo") through a wholly owned subsidiary.  United's
investment in Galileo, which owns the Apollo and Galileo
computer reservations systems, is carried on the equity basis.
Included in the Company's retained earnings is approximately
$218 million of undistributed earnings of Galileo and its
predecessor companies.  The market value of United's investment
in Galileo at December 31, 1998 and 1997 was $1,455 million and
$924 million, respectively.

     In July 1997, United completed the sale of its interest
in the Apollo Travel Services Partnership ("ATS") a 77%
owned affiliate whose accounts were consolidated, to Galileo
for $539 million in cash.  See Other Information, "Sale of
Affiliate" in Management's Discussion and Analysis of
Financial Condition and Results of Operations for further
details on the transaction.

     Under operating agreements with Galileo, United
purchases computer reservations services from Galileo and
during 1998 provided communications services to Galileo,
while during 1997 and 1996 provided marketing, sales and
communication services to Galileo.  Revenues derived from
the sale of services to Galileo amounted to approximately
$13 million in 1998, $159 million in 1997 and $249 million
in 1996.  The cost to United of services purchased from
Galileo amounted to approximately $170 million in 1998, $134
million in 1997 and $114 million in 1996.  In connection
with the sale of ATS, United entered into an additional
services agreement with Galileo under which the Company will
provide certain marketing and other services designed to
increase the competitiveness of Galileo's business and to
generate additional bookings and revenues for Galileo.
Under this agreement, United could receive additional
consideration in the sixth year following the sale, based on
specified improvements in air booking revenues over a five-
year period.

     Prior to the sale to Galileo, ATS contributed the
following amounts to the Company's consolidated results, net
of intercompany eliminations and minority interests:



<TABLE>
<CAPTION>
(In Millions)                 Year Ended December 31,
                                1997           1996
                                ----           ----
<S>                           <C>            <C>
Operating revenues            $  147         $  239
Operating income              $   63         $   86
Earnings before income taxes  $   50         $   70
</TABLE>


(7)  Income Taxes
- -----------------
     In 1998, the alternative minimum tax ("AMT") liability
of the Company exceeded the regular tax liability resulting
in additional AMT credits.  The federal income tax liability
is the greater of the tax computed using the regular tax
system or the tax under the AMT system.  If the regular tax
liability exceeds the AMT liability and AMT credits are
available, then AMT credits are used to reduce the net tax
liability to the amount of the AMT liability.

     The provision for income taxes is summarized as
follows:

<TABLE>
<CAPTION>

(In Millions)            1998     1997     1996
- -------------            ----     ----     ----
<S>                     <C>      <C>      <C>
Current -                                 
  Federal               $ 113    $ 312    $ 281
  State                     9       55       20
                         ----     ----     ----
                          122      367      301
                         ----     ----     ----
Deferred -                                     
  Federal                 270      178       47
  State                    37       16       22
                         ----     ----     ----
                          307      194       69
                         ----     ----     ----
                        $ 429    $ 561    $ 370
                         ====     ====     ====
</TABLE>


     The income tax provision differed from amounts computed
at the statutory federal income tax rate, as follows:

<TABLE>
<CAPTION>
(In Millions)                  1998    1997    1996
- -------------                  ----    ----    ----
<S>                           <C>     <C>     <C>
Income tax provision at       
  statutory rate              $ 440   $ 533   $ 339
State income taxes, net of                          
 federal income tax benefit      30      46      28
ESOP dividends                  (33)    (25)    (13)
Nondeductible employee meals     24      26      25
Tax credits                      (7)     (2)     (2)
Other, net                      (25)    (17)     (7)
                               ----    ----    ----
                              $ 429   $ 561   $ 370
                               ====    ====    ====
</TABLE>


     Temporary differences and carryforwards that give rise
to a significant portion of deferred tax assets and
liabilities for 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
(In Millions)                          1998                      1997
- -------------                          ----                      ----
                                Deferred   Deferred Tax   Deferred   Deferred Tax
                               Tax Assets  Liabilities   Tax Assets  Liabilities
                               ----------  ------------  ----------  ------------
<S>                              <C>         <C>          <C>         <C>
Employee benefits, including                            
 postretirement medical and ESOP $  964      $  130       $  918      $  156
Depreciation, capitalized interest                                       
 and transfers of tax benefits        -       1,937            -       1,466
Gains on sale and leasebacks        368           -          398           -
Rent expense                        411           -          382           -
AMT credit carryforwards            198           -          137           -
Other                               773         789          422         470
                                  -----       -----        -----       -----
                                 $2,714      $2,856       $2,257      $2,092
                                  =====       =====        =====       =====
</TABLE>

     At December 31, 1998, UAL and its subsidiaries had $198
million of federal AMT credits and $8 million of foreign tax
credits which may be carried forward to reduce the tax
liabilities of future years.

(8)   Short-Term Borrowings
- ---------------------------
     United has an agreement with a syndicate of banks for a
$750 million revolving credit facility expiring in 2002.
Interest on drawn amounts under the facility is calculated
at floating rates based on the London interbank offered rate
("LIBOR") plus a margin which is subject to adjustment based
on certain changes in the credit ratings of United's long-
term senior unsecured debt.  Among other restrictions, the
credit facility contains a covenant that restricts United's
ability to grant liens on or otherwise encumber certain
identified assets with a market value of approximately $1.1
billion.

     In addition, United had outstanding $184 million under
a separate short-term borrowing facility, bearing an average
interest rate of 5.50%.  Receivables amounting to $358
million were pledged by United to secure repayment of such
outstanding borrowings.  The maximum available borrowing
amount under this arrangement is $227 million.

(9)  Long-Term Debt
- -------------------
     A summary of long-term debt, including current
maturities, as of December 31 is as follows (interest rates
are as of December 31, 1998):

<TABLE>
<CAPTION>
(In Millions)                            1998      1997
- -------------                            ----      ----
<S>                                     <C>       <C>
Secured notes, 5.13% to 8.99%, 
 averaging 6.74%, due through 2014      $1,389    $1,295
Debentures, 9.00% to 11.21%, averaging
 9.97%, due through 2021                   785       785
Promissory notes, 5.63% to 11.00%,
 averaging 6.13%, due through 2000          13        70
Commercial paper, 5.42%, due through 2003  591         -
Special facility bonds, 5.63%, due 2034    190       190
                                         -----     -----
                                         2,968     2,340
                                         -----     -----
Less: Unamortized discount on debt         (12)      (13)
      Current maturities                   (98)     (235)
                                         -----     -----
                                        $2,858    $2,092
                                         =====     =====
</TABLE>
                                            

     In March 1998, the Company, through a special-purpose
financing entity that is consolidated, issued $604 million
of commercial paper to refinance certain lease commitments.
Although the issued commercial paper has short maturities,
the Company expects to continually rollover this obligation
throughout the 5-year life of its supporting liquidity
facility or bank standby facility.  As such, the commercial
paper is classified as a long-term obligation in the
Company's statement of financial position.

     In addition to scheduled principal payments, in 1997
the Company repaid $84 million in principal amount of
secured notes and $51 million in principal amount of
debentures prior to maturity.  These obligations were
scheduled to mature at various times from 2000 through 2021.
An extraordinary loss of $9 million, net of tax benefits of
$5 million was recorded reflecting amounts paid in excess of
the debt carrying value.

     In 1997, the California Statewide Communities
Development Authority (the "Authority") issued $190 million
in special facilities revenue bonds to finance the
acquisition and construction of certain facilities at the
Los Angeles International Airport ("LAX") which United
guarantees payment of under a payment agreement with the
Authority.  The bond proceeds are restricted to expenditures
on the LAX facilities and unspent amounts are classified as
other assets in the balance sheet.

     At December 31, 1998, United had outstanding a total of
$1.456 billion of long-term debt bearing interest rates at
22 to 47.5 basis points over LIBOR.

     Maturities of long-term debt for each of the four years
after 1999 are:  2000 - $188 million; 2001 - $83 million;
2002 - $597 million; and 2003 - $555 million.  Various
assets, principally aircraft, having an aggregate book value
of $1.522 billion at December 31, 1998, were pledged as
security under various loan agreements.

(10)  Lease Obligations
- -----------------------
     The Company leases aircraft, airport passenger terminal
space, aircraft hangars and related maintenance facilities,
cargo terminals, other airport facilities, real estate,
office and computer equipment and vehicles.

     Future minimum lease payments as of December 31, 1998,
under capital leases (substantially all of which are for
aircraft) and operating leases having initial or remaining
noncancelable lease terms of more than one year are as
follows:

<TABLE>
<CAPTION>
(In Millions)                    Operating Leases     Capital
                              Aircraft  Non-aircraft  Leases
                              --------  ------------  -------
<S>                            <C>       <C>        <C>
Payable during -                             
   1999                        $   869   $   451    $   317
   2000                            882       447        308
   2001                            865       439        399
   2002                            854       420        341
   2003                            892       413        242
   After 2003                   10,729     6,537      1,759
                                ------    ------     ------
Total minimum lease payments   $15,091   $ 8,707    $ 3,366
                                ======    ======
Imputed interest (at rates of 5.3% to 12.2%)         (1,077)
                                                      -----
Present value of minimum lease payments               2,289
Current portion                                        (176)
                                                      -----
Long-term obligations under capital leases          $ 2,113
                                                      =====
</TABLE>

     As of December 31, 1998, United leased 309 aircraft, 68
of which were under capital leases.  These leases have terms
of 10 to 26 years, and expiration dates range from 1999
through 2020.

     In connection with the financing of certain aircraft
accounted for as capital leases, United had on deposit at
December 31, 1998 an aggregate 38 billion yen ($330
million), 324 million German marks ($193 million), 60
million French francs ($11 million) and $11 million in
certain banks and had pledged an irrevocable security
interest in such deposits to certain of the aircraft
lessors.  These deposits will be used to pay off an
equivalent amount of recorded capital lease obligations.

     Amounts charged to rent expense, net of minor amounts
of sublease rentals, were $1.385 billion in 1998, $1.416
billion in 1997 and $1.424 billion in 1996.  Included in
1998 rental expense was $15 million in contingent rentals,
resulting from changes in interest rates for operating
leases under which the rent payments are based on variable
interest rates.

(11)  Company-Obligated Mandatorily Redeemable Preferred
      Securities of a Subsidiary Trust
      --------------------------------------------------
     In December 1996, UAL Corporation Capital Trust I (the
"Trust") issued $75 million of its 13 1/4% Trust Originated
Preferred Securities (the "Preferred Securities") in
exchange for 2,999,304 depositary shares, each representing
1/1000 of one share of Series B 12 1/4% preferred stock (see
Note 12).  Concurrent with the issuance of the Preferred
Securities and the related purchase by UAL of the Trust's
common securities, the Company issued to the Trust $77
million aggregate principal amount of its 13 1/4% Junior
Subordinated Debentures (the "Debentures") due 2026.  The
Debentures are and will be the sole assets of the Trust.
The interest and other payment dates on the Debentures
correspond to the distribution and other payment dates on
the Preferred Securities.  Upon maturity or redemption of
the Debentures, the Preferred Securities will be mandatorily
redeemed.  The Debentures are redeemable at UAL's option, in
whole or in part, on or after July 12, 2004, at a redemption
price equal to 100% of the principal amount to be redeemed,
plus accrued and unpaid interest to the redemption date.
Upon the repayment of the Debentures, the proceeds thereof
will be applied to redeem the Preferred Securities.

     There is a full and unconditional guarantee by UAL of
the Trust's obligations under the securities issued by the
Trust.  However, the Company's obligations are subordinate
and junior in right of payment to certain other of its
indebtedness.  UAL has the right to defer payments of
interest on the Debentures by extending the interest payment
period, at any time, for up to 20 consecutive quarters.  If
interest payments on the Debentures are so deferred,
distributions on the Preferred Securities will also be
deferred.  During any deferral, distributions will continue
to accrue with interest thereon.  In addition, during any
such deferral, UAL may not declare or pay any dividend or
other distribution on, or redeem or purchase, any of its
capital stock.

     The fair value of the Preferred Securities at December
31, 1998 and 1997 was $90 and $106 million, respectively.

(12)  Serial Preferred Stock
- ----------------------------
     At December 31, 1998, UAL had outstanding 3,203,177
depositary shares, each representing 1/1000 of one share of
Series B 12 1/4% preferred stock, with a liquidation
preference of $25 per depositary share ($25,000 per Series B
preferred share) and a stated capital of $0.01 per Series B
preferred share.  Under its terms, any portion of the Series
B preferred stock or the depositary shares is redeemable for
cash after July 11, 2004, at UAL's option, at the equivalent
of $25 per depositary share, plus accrued dividends.  The
Series B preferred stock is not convertible into any other
securities, has no stated maturity and is not subject to
mandatory redemption.

     The Series B preferred stock ranks senior to all other
preferred and common stock, except the Preferred Securities,
as to receipt of dividends and amounts distributed upon
liquidation.  The Series B preferred stock has voting rights
only to the extent required by law and with respect to
charter amendments that adversely affect the preferred stock
or the creation or issuance of any security ranking senior
to the preferred stock.  Additionally, if dividends are not
paid for six cumulative quarters, the Series B preferred
stockholders are entitled to elect two additional members to
the UAL Board of Directors until all dividends are paid in
full.  Pursuant to UAL's restated certificate of
incorporation, UAL is authorized to issue a total of 50,000
shares of Series B preferred stock.

     During 1998, UAL repurchased 64,300 depositary shares,
at an aggregate cost of $3 million, to be held in treasury.

     UAL is authorized to issue up to 15,986,584 additional
shares of serial preferred stock.

(13)  ESOP Preferred Stock
- --------------------------
     The following activity related to UAL's outstanding
ESOP preferred stocks (see Note 2 for a description of the
ESOPs):

<TABLE>
<CAPTION>
                           Class 1 ESOP  Class 2 ESOP  ESOP Voting
                           ------------  ------------  -----------
<S>                          <C>           <C>          <C>
Balance December 31,1995     4,632,505     302,071      1,438,393
                             ---------     -------      ---------
  Shares issued              2,367,575     381,044      3,073,970
  Converted to common          (49,618)    (38,605)       (89,927)
                             ---------     -------      ---------
Balance December 31, 1996    6,950,462     644,510      4,422,436
                             ---------     -------      ---------
  Shares issued              1,848,629     242,877      3,073,969
  Converted to common         (146,473)    (81,127)      (229,999)
                             ---------     -------      ---------
Balance December 31, 1997    8,652,618     806,260      7,266,406
                             ---------     -------      ---------
  Shares issued              2,011,812     177,166      3,073,969
  Converted to common         (213,061)   (116,104)      (331,620)
                             ---------     -------      ---------
Balance December 31, 1998   10,451,369     867,322     10,008,755
                            ==========     =======     ==========
</TABLE>

     An aggregate of 17,675,345 shares of Class 1 and Class
2 ESOP Preferred Stock will be issued to employees under the
ESOPs.  Each share of ESOP Preferred Stock is convertible
into four shares of UAL common stock and shares are
converted to common as employees retire or otherwise leave
the Company.  The stock has a par value of $0.01 per share
and is nonvoting.  The Class 1 ESOP Preferred Stock has a
liquidation value of $126.96 per share plus all accrued and
unpaid dividends; the Class 2 does not have a liquidation
value.  The Class 1 ESOP Preferred Stock provides a fixed
annual dividend of $8.8872 per share, which ceases on March
31, 2000; the Class 2 does not pay a fixed dividend.

     Class P, M and S Voting Preferred Stocks were
established to provide the voting power to the employee
groups participating in the ESOPs.  Additional Voting
Preferred Stock is issued as shares of the Class 1 and Class
2 ESOP Preferred Stock are allocated to employees.  In the
aggregate, 17,675,345 shares of Voting Preferred Stock will
be issued through the year 2000.  The Voting Preferred Stock
outstanding at any time commands voting power for
approximately 55% of the vote of all classes of capital
stock in all matters requiring a stockholder vote, other
than for the election of members of the Board of Directors.
The Voting Preferred Stock has a par value and liquidation
preference of $0.01 per share.  The stock is not entitled to
receive any dividends and is convertible into .0004 shares
of UAL common stock.

     Class Pilot MEC, IAM, SAM and I junior preferred stock
(collectively "Director Preferred Stocks") were established
to effectuate the election of one or more members to UAL's
Board of Directors.  One share each of Class Pilot MEC and
Class IAM junior preferred stock is authorized and issued.
The Company is authorized to issue ten shares each of Class
SAM and Class I junior preferred stock.  There are three
shares of Class SAM and four shares of Class I issued.  Each
of the Director Preferred Stocks has a par value and
liquidation preference of $0.01 per share.  The stock is not
entitled to receive any dividends and Class I will be
redeemed automatically upon the transfer of the shares to
any person not elected to the Board of Directors or upon the
occurrence of the "Sunset."

(14)  Common Stockholders' Equity
- ---------------------------------
     Changes in the number of shares of UAL common stock
outstanding during the years ended December 31 were as
follows:

<TABLE>
<CAPTION>
                                      1998         1997         1996
                                      ----         ----         ----
<S>                                <C>          <C>          <C>
Shares outstanding at       
  beginning of year                57,320,486   58,817,480   50,718,424
 Stock options exercised              382,136      840,100      500,174
 Shares issued from treasury 
  under compensation arrangements      11,944       28,224       25,949
 Shares acquired for treasury      (7,237,975)  (3,269,393)    (180,565)
 Forfeiture of restricted stock        (7,600)     (25,120)     (70,488)
 Conversion of Series A debentures          -            -    7,623,092
 Conversion of ESOP preferred stock 1,316,786      911,300      352,929
 Other                                 18,876       17,895     (152,035)
                                   ----------   ----------   ----------
Shares outstanding at end of year  51,804,653   57,320,486   58,817,480
                                   ==========   ==========   ==========
</TABLE>

     During 1998 and 1997, the Company repurchased 7,061,109
and 2,881,092 shares of common stock, respectively, at a
total purchase price of $459 million and $250 million,
respectively.

     In connection with the Company's stock repurchase plan,
UAL sold equity put options, which entitle the holders to
sell shares of UAL common stock to the Company at specified
prices.  At December 31, 1998, 500,000 put options were
outstanding at a strike price of $64.04.  These put options
were exercised in January.

(15)  Stock Options and Awards
- ------------------------------
     The Company has granted options to purchase common
stock to various officers and employees.  The option price
for all stock options is at least 100% of the fair market
value of UAL common stock at the date of grant.  Options
generally vest and become exercisable in four equal, annual
installments beginning one year after the date of grant, and
generally expire in ten years.

     As a result of the 1994 recapitalization, all
outstanding options became fully vested at the time of the
transaction and the holders of such options became eligible
to utilize the cashless exercise features of stock options.
Under a cashless exercise, the Company withholds, at the
election of the optionee, from shares that would otherwise
be issued upon exercise, that number of shares having a fair
market value equal to the exercise price and/or related
income taxes.  For outstanding options eligible for cashless
exercise, changes in the market price of the stock are
charged (credited) to earnings currently.  The expense
(credit) recorded for such eligible options was $(7) million
in 1998, $14 million in 1997 and $15 million in 1996.

     Stock options which were outstanding at the time of the
recapitalization are exercisable for shares of old common
stock, each of which is in turn converted into two shares of
new common stock and $84.81 in cash upon exercise.
Subsequent to the recapitalization, the Company granted
stock options which are exercisable for shares of new common
stock.

     The Company has also awarded shares of restricted stock
to officers and key employees.  These shares generally vest
over a five-year period and are subject to certain transfer
restrictions and forfeiture under certain circumstances
prior to vesting.  Unearned compensation, representing the
fair market value of the stock at the measurement date for
the award, is amortized to salaries and related costs over
the vesting period.  During 1997, 5,000 shares of restricted
stock were issued from treasury.  No shares were issued in
1998 and 1996.  As of December 31, 1998, 221,040 shares were
restricted and still nonvested.   Additionally, 309,120
shares were reserved for future awards under the plan.

     SFAS No. 123 ("Accounting for Stock-Based
Compensation") establishes a fair value based method of
accounting for stock options.  The Company has elected to
continue using the intrinsic value method of accounting
prescribed in APB 25, as permitted by SFAS No. 123.  Had
compensation cost for awards been determined based on the
fair value at the grant dates consistent with the method of
SFAS No. 123, the Company's net income and earnings per
share would have instead been reported as the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                          1998    1997    1996
                                          ----    ----    ----
<S>                                      <C>     <C>     <C>
Net income (millions)       As reported  $  821  $  949  $  533
                            Pro forma    $  812  $  944  $  531
                                                   
Basic earnings per share   As reported   $12.71  $14.83  $ 7.57
                           Pro forma     $12.55  $14.75  $ 7.55
                                                   
Diluted earnings per share  As reported  $ 6.83  $ 8.95  $ 5.06
                            Pro forma    $ 6.74  $ 8.94  $ 5.07
</TABLE>
                                                   

     The weighted-average grant date fair value of
restricted shares issued was $87.44 for shares issued in
1997.  The fair value of each option grant was estimated on
the date of grant using the Black-Scholes option-pricing
model with the following assumptions:

<TABLE>
                            1998     1997     1996
                            ----     ----     ----
<S>                        <C>      <C>      <C>
Risk-free interest rate     5.6%     6.4%     6.4%
Dividend yield              0.0%     0.0%     0.0%
Volatility                 33.0%    32.0%    32.0%
Expected life (years)       4.0      4.0      4.0
</TABLE>

     Stock option activity for the past three years was as
follows:

<TABLE>
<CAPTION>
                                           1998               1997                1996
Old Share Options:                         ----               ----                ----
                                             Wtd Avg             Wtd Avg             Wtd Avg
                                    Shares  Exer Price  Shares  Exer Price  Shares  Exer Price
                                    ------  ----------  ------  ----------  ------  ----------
<S>                                 <C>      <C>       <C>       <C>       <C>       <C>
Outstanding at beginning of year    168,393  $121.65    356,118  $120.80    480,610  $119.95
 Exercised                          (49,918) $121.67   (187,725) $120.03   (124,117) $117.49
 Terminated                               -        -          -        -       (375) $124.00
                                    -------             -------             -------
Outstanding at end of year          118,475  $121.64    168,393  $121.65    356,118  $120.80

Options exercisable at year-end     118,475  $121.64    168,393  $121.65    356,118  $120.80

</TABLE>



<TABLE>
<CAPTION>
                                           1998               1997                1996
New Share Options:                         ----               ----                ----
                                             Wtd Avg             Wtd Avg             Wtd Avg
                                    Shares  Exer Price  Shares  Exer Price  Shares  Exer Price
                                    ------  ----------  ------  ----------  ------  ----------
<S>                                 <C>      <C>       <C>       <C>       <C>       <C>
Outstanding at beginning of year  4,749,612  $36.27  4,828,990   $31.64   3,767,624   $23.47
   Granted                        1,064,200  $81.40    449,100   $77.86   1,319,800   $53.46
   Exercised                       (282,300) $28.79   (464,650)  $25.58    (251,934)  $23.52
   Terminated                      (119,676) $57.12    (63,828)  $57.45      (6,500)  $32.03
                                  ---------          ---------            ---------
Outstanding at end of year        5,411,836  $45.07  4,749,612   $36.27   4,828,990   $31.64
                                                           
Options exercisable at year-end   3,400,607  $29.97  2,518,238   $26.63   1,881,686   $22.89

Reserved for future grants at      
 year-end                         3,422,904          4,397,428            4,782,700

Wtd avg fair value of options
 granted during the year               $  27.95            $  27.40             $  18.94
</TABLE>


     The following information related to stock options
outstanding as of December 31, 1998:

<TABLE>
<CAPTION>
                                 Options Outstanding                           Options Exercisable
                                 -------------------                           -------------------
                                   Weighted-Average
   Range of        Outstanding at     Remaining      Weighted-Average    Exercisable at    Weighted-Average
Exercise Prices  December 31,1998  Contractual Life   Exercise Price    December 31,1998   Exercise Price
- ---------------  ----------------  ----------------  ----------------   ----------------   ----------------
<S>                 <C>               <C>               <C>                <C>               <C>
Old Share Options:                                           
 $ 91 to 177         118,475           3.0 years         $ 121.64            118,475          $ 121.64

New Share Options:
 $ 20 to 29        2,705,340           5.6 years         $  22.78          2,654,840          $  22.71
 $ 37 to 57        1,264,747           7.3 years         $  52.46            636,999          $  52.03
 $ 60 to 88        1,441,749           9.1 years         $  80.42            108,768          $  77.87
                   ---------                                               ---------
                   5,411,836                                               3,400,607      
</TABLE>


(16)  Retirement and Postretirement Plans
- -----------------------------------------
     The Company has various retirement plans, both defined
benefit and defined contribution, which cover substantially
all employees.  The Company also provides certain health
care benefits, primarily in the U.S., to retirees and
eligible dependents, as well as certain life insurance
benefits to retirees.  The Company has reserved the right,
subject to collective bargaining agreements, to modify or
terminate the health care and life insurance benefits for
both current and future retirees.

     The following table sets forth the reconciliation of
the beginning and ending balances of the benefit obligation
and plan assets, the funded status and the amounts
recognized in the statement of financial position for the
defined benefit and other postretirement plans as of
December 31:


<TABLE>
<CAPTION>
(In Millions)                                        
Change in Benefit Obligation       Pension Benefits     Other Benefits
- ----------------------------       ----------------     --------------
                                     1998      1997      1998      1997
                                     ----      ----      ----      ----
<S>                                <C>       <C>       <C>       <C>
Benefit obligation at              
 beginning of year                 $7,272    $6,133    $1,706    $1,323
Service cost                          276       232        48        44
Interest cost                         533       477       109       107
Plan participants' contributions        1         1         -         -
Amendments                              1       245         -         -
Actuarial (gain) loss                 274       502      (169)      288
Foreign currency exchange            
 rate changes                          13       (14)        -         - 
Benefits paid                        (332)     (304)      (68)      (56)
                                    -----     -----     -----     -----
Benefit obligation at end of year  $8,038    $7,272    $1,626    $1,706
                                    =====     =====     =====     =====
</TABLE>
                                                              


<TABLE>
<CAPTION>
Change in Plan Assets                                         
- ---------------------               1998      1997      1998      1997
                                    ----      ----      ----      ----
<S>                                <C>       <C>       <C>       <C>
Fair value of plan assets at                                        
 beginning of year                 $6,859    $5,919    $  107    $  103
Actual return on plan assets          934     1,075         8         7
Employer contributions                187       173         -         -
Plan participants' contributions        1         1         -         -
Foreign currency exchange           
 rate changes                           5        (5)        -         -
Benefits paid                        (332)     (304)       (3)       (3)
                                    -----     -----     -----     -----
Fair value of plan assets at                                        
 end of year                       $7,654    $6,859    $  112    $  107
                                    =====     =====     =====     =====
                                                            
Funded status                      $ (384)   $ (413)  $(1,514)  $(1,599)
Unrecognized actuarial    
 (gains) losses                      (122)       28        19       183
Unrecognized prior service costs      660       648         -         -
                                    -----     -----     -----     -----
Net amount recognized              $  154    $  263   $(1,495)  $(1,416)
                                    =====     =====     =====     =====
</TABLE>
                                                              


<TABLE>
<CAPTION>
Amounts recognized in the statement 
 of financial position consist of:
                                    1998      1997      1998      1997        
                                    ----      ----      ----      ----
<S>                                <C>       <C>      <C>       <C>
Prepaid (accrued) benefit cost     $  154    $  263   $(1,495)  $(1,416)
Accrued benefit liability            (275)     (290)        -         -
Intangible asset                      271       286         -         -
Accumulated other comprehensive                                          
 income                                 4         4         -         -
                                    -----     -----     -----     -----
Net amount recognized              $  154    $  263   $(1,495)  $(1,416)
                                    =====     =====     =====     =====
</TABLE>
                                                              


<TABLE>
<CAPTION>
Weighted-average assumptions      1998      1997      1998      1997
- ----------------------------      ----      ----      ----      ----
<S>                              <C>       <C>       <C>       <C>
Discount rate                     7.00%     7.25%     7.00%     7.25%
Expected return on plan assets    9.75%     9.75%     8.00%     8.00%
Rate of compensation increase     4.05%     3.85%       -         -
</TABLE>

     The assumed health care cost trend rates for gross
claims paid were 5.0% and 5.5% for 1998 and 1997,
respectively, declining annually to a rate of 4.0% by the
year 1999 and remaining level thereafter.

     The net periodic benefit cost included the following
components:

<TABLE>
<CAPTION>
(In Millions)                      Pension Benefits         Other Benefits
- -------------                      ----------------         --------------
                                 1998    1997    1996    1998    1997    1996
                                 ----    ----    ----    ----    ----    ----
<S>                             <C>     <C>     <C>     <C>     <C>     <C>
Service cost                    $ 276   $ 232   $ 234   $  48   $  44   $  44
Interest cost                     533     477     438     109     107      97
Expected return on plan assets   (581)   (531)   (479)     (8)     (8)     (8)
Amortization of prior service                                                
 cost including transition 
 obligation/(asset)                57      36      29       -       -       -
Recognized actuarial (gain)/loss    9       1      16      (4)     (5)     (5)
                                 ----    ----    ----    ----    ----    ----
Net period benefit costs        $ 294   $ 215   $ 238   $ 145   $ 138   $ 128
                                 ====    ====    ====    ====    ====    ====
</TABLE>
                        

     Total pension expense for all retirement plans
(including defined contribution plans) was $304 million in
1998, $229 million in 1997 and $252 million in 1996.

     The projected benefit obligation, accumulated benefit
obligation, and fair value of plan assets for the plans with
accumulated benefit obligations in excess of plan assets
were $1.688 billion, $1.510 billion, and $1.118 billion,
respectively, as of December 31, 1998, and $1.482 billion,
$1.273 billion, and $908 million, respectively, as of
December 31, 1997.

     Assumed health care cost trend rates have a significant
effect on the amounts reported for the health care plan.  A
one-percentage-point change in assumed health care trend
rate would have the following effects:

<TABLE>
<CAPTION>
(In Millions)                    1% Increase    1% Decrease
- -------------                    -----------    -----------
<S>                                 <C>           <C>
Effect on total service and   
  interest cost                     $  26          $  21
Effect on postretirement      
  benefit obligation                $ 223          $ 178
</TABLE>

     Changes in interest rates or rates of inflation may
impact the assumptions used in the valuation of pension
obligations and postretirement obligations including
discount rates and rates of increase in compensation,
resulting in increases or decreases in United's pension and
postretirement liabilities and pension and postretirement
costs.

(17)  Financial Instruments and Risk Management
- -----------------------------------------------
     See Item 7A. Quantitative and Qualitative Disclosures
About Market Risk ("Item 7A") for a discussion of the
Company's foreign currency and fuel price risk management
activities, and the fair value of all significant financial
instruments.

Credit Exposures of Derivatives
     The Company's theoretical risk in the derivative
financial instruments described in Item 7A is the cost of
replacing the contracts at current market rates in the event
of default by any of the counterparties.  However, the
Company does not anticipate such default as counterparties
are selected based on credit ratings and the relative market
positions with each counterparty are monitored.

Financial Guarantees
     Special facility revenue bonds have been issued by
certain municipalities to build or improve airport and
maintenance facilities leased by United.  Under the lease
agreements, United is required to make rental payments in
amounts sufficient to pay the maturing principal and
interest payments on the bonds.  At December 31, 1998,
$1.229 billion principal amount of such bonds was
outstanding.  As of December 31, 1998, UAL and United had
jointly guaranteed $35 million of such bonds and United had
guaranteed $1.211 billion of such bonds, including accrued
interest.  The payments required to satisfy these
obligations are included in the future minimum lease
payments disclosed in Note 10 "Lease Obligations".

Concentrations of Credit Risk
     The Company does not believe it is subject to any
significant concentration of credit risk.  Most of the
Company's receivables result from sales of tickets to
individuals through geographically dispersed travel agents,
company outlets or other airlines, often through the use of
major credit cards.  These receivables are short term,
generally being settled shortly after the sale.

(18)  Commitments, Contingent Liabilities and Uncertainties
- -----------------------------------------------------------
     The Company has certain contingencies resulting from
litigation and claims (including environmental issues)
incident to the ordinary course of business.  Management
believes, after considering a number of factors, including
(but not limited to) the views of legal counsel, the nature
of contingencies to which the Company is subject and its
prior experience, that the ultimate disposition of these
contingencies is not expected to materially affect UAL's
consolidated financial position or results of operations.
UAL records liabilities for legal and environmental claims
against it in accordance with generally accepted accounting
principles.  These amounts are recorded based on the
Company's assessments of the likelihood of their eventual
settlements.  The amounts of these liabilities could
increase or decrease in the near term, based on revisions to
estimates relating to the various claims.

     At December 31, 1998, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.8 billion, after deducting advance payments.  An
estimated $2.7 billion will be spent in 1999, $1.8 billion
in 2000, $2.0 billion in 2001 and $0.3 billion in 2002 and
thereafter.  The major commitments are for the purchase of
B777, B747, B767, B757, A320 and A319 aircraft, which are
scheduled to be delivered through 2002.  These commitments,
combined with aircraft retirements, are part of the
Company's plan to eventually increase the fleet to an
expected 645 aircraft at the end of 2001.

     In connection with the construction of the Indianapolis
Maintenance Center, United agreed to spend an aggregate $800
million on capital investments by the year 2001 and employ
at least 7,500 individuals by the year 2004.  In the event
such targets are not reached, United may be required to make
certain payments to the city of Indianapolis and state of
Indiana.

     In July 1998, the International Association of
Machinists and Aerospace Workers ("IAM") became the
bargaining representative for United's public contact
employees and negotiations have begun regarding a contract.
As a result, approximately 82% of United's employees are
represented by various labor organizations.  The labor
contracts with the Air Line Pilots' Association and the IAM
become amendable in 2000.  In October 1997, the Association
of Flight Attendants  ratified a new contract, which will
remain in effect through 2006.

(19)  Segment Information
- -------------------------
        During the fourth quarter of 1998, the Company adopted 
SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information".  United has a global route network
designed to transport passengers and cargo between
destinations in North America, the Pacific, Latin America
and Europe.  These regions constitute United's four
reportable segments.  The accounting policies for each of
these segments are the same as those described in Note 1,
"Summary of Significant Accounting Policies," except that
segment financial information has been prepared using a
management approach which is consistent with how the
Company's management internally disaggregates financial
information for the purpose of making internal operating
decisions.  UAL evaluates performance based on United's
fully distributed earnings before income taxes.  Revenues
are attributed to each reportable segment based on the
allocation guidelines provided by the U.S. Department of
Transportation, which classifies flights between the U.S.
and foreign designations as part of each respective region.
A reconciliation of the total amounts reported by reportable
segments to the applicable amounts in the financial
statements follows:

<TABLE>     
<CAPTION>
(In Millions)                              Year Ended December 31, 1998
- -------------                              ----------------------------                                 
                                                               Reportable
                                              Latin              Segment        Consolidated
                           Domestic  Pacific  America  Atlantic   Total   Other    Total
                           --------  -------  -------  -------- --------- ----- ------------
<S>                         <C>      <C>       <C>     <C>       <C>      <C>     <C>
Revenue                     $11,997  $2,843    $ 832   $ 1,846   $17,518  $ 43    $17,561
Interest income                  33      14        3         8        58     1         59
Interest expense                207      84       22        49       362    (7)       355
Equity in earnings           
 of affiliates                   41      17        4        10        72     -         72
Depreciation and amortization   520     145       45        95       805   (12)       793
Fully distributed earnings                                            
 before income taxes          1,641      63       68       277     2,049    36      2,085


</TABLE>


<TABLE>     
<CAPTION>
(In Millions)                              Year Ended December 31, 1997
- -------------                              ----------------------------                                 
                                                               Reportable
                                              Latin              Segment        Consolidated
                           Domestic  Pacific  America  Atlantic   Total   Other    Total
                           --------  -------  -------  -------- --------- ----- ------------
<S>                         <C>      <C>       <C>     <C>       <C>      <C>     <C>
Revenue                     $11,214  $3,552    $ 824    $1,745   $17,335  $ 43    $17,378
Interest income                  29      13        3         6        51     1         52
Interest expense                166      73       15        36       290    (4)       286
Equity in earnings           
 of affiliates                   38      17        3         8        66     -         66
Depreciation and amortization   474     159       38        76       747   (23)       724
Fully distributed earnings
 before income taxes          1,410     589      129       347     2,475    36      2,511
</TABLE>



<TABLE>     
<CAPTION>
(In Millions)                              Year Ended December 31, 1996
- -------------                              ----------------------------                                 
                                                               Reportable
                                              Latin              Segment        Consolidated
                           Domestic  Pacific  America  Atlantic   Total   Other    Total
                           --------  -------  -------  -------- --------- ----- ------------
<S>                         <C>      <C>       <C>     <C>       <C>      <C>     <C>
Revenue                     $10,717  $3,438    $ 750    $1,412   $16,317   $ 45   $16,362
Interest income                  26      11        2         5        44     13        57
Interest expense                171      72       16        31       290      5       295
Equity in earnings           
 of affiliates                   38      16        3         7        64      -        64
Depreciation and amortization   509     134       39        58       740     19       759
Fully distributed earnings
 before income taxes          1,048     423       45       139     1,655      -     1,655
</TABLE>



<TABLE>
<CAPTION>
(In Millions)                         1998     1997     1996
- -------------                         ----     ----     ----
<S>                                 <C>      <C>      <C>
Total fully distributed earnings
  for reportable segments           $ 2,049  $ 2,475  $ 1,655
  UAL subsidiary earnings                36       36        -
  Less:  ESOP compensation expense      829      987      685
                                     ------   ------   ------
Total earnings before income taxes,                               
 distributions on preferred 
 securities and extraordinary item  $ 1,256  $ 1,524  $   970
                                     ======   ======   ======
</TABLE>


     UAL's operations involve an insignificant level of
dedicated revenue producing assets by reportable segment.
The overwhelming majority of UAL's revenue producing assets
can be deployed in any of the four reportable segments.  UAL
has significant intangible assets related to the acquisition
of its Atlantic and Latin American route authorities.

(20)  Statement of Consolidated Cash Flows - Supplemental
      Disclosures
      ---------------------------------------------------
     Supplemental disclosures of cash flow information and
non-cash investing and financing activities were as follows:

<TABLE>
<CAPTION>
(In Millions)                            1998     1997     1996
- -------------                            ----     ----     ----
<S>                                    <C>       <C>      <C>
Cash paid during the year for:                           
 Interest (net of amounts        
   capitalized)                        $  234    $  152   $  244
 Income taxes                             160       362      242
                                                     
Non-cash transactions:                               
 Capital lease obligations incurred       701       643      503
 Long-term debt incurred in connection                       
  with additions to equipment               -       185       82
 Note receivables recorded in                        
  connection with the sale of 
  equipment and leasehold improvements      -        61        -
 Increase (decrease) in pension       
  intangible assets                       (15)      200     (191)
 Increase in additional capital                           
  invested in connection with the                              
  conversion of subordinated debentures      
  to common stock                           -         -      217
 Decrease in additional capital 
  invested in connection with the                              
  conversion of subordinated debentures                          
  to mandatorily redeemable preferred          
  securities                                -         -     (102)
</TABLE>


(21)  Selected Quarterly Financial Data (Unaudited)
- ---------------------------------------------------

<TABLE>
<CAPTION>
(In Millions)                       1st      2nd      3rd      4th       
                                  Quarter  Quarter  Quarter  Quarter   Year
1998:                             -------  -------  -------  -------   ----                     
<S>                               <C>      <C>      <C>      <C>     <C>
Operating revenues                 $4,055  $4,442   $4,783   $4,281  $17,561
Earnings from operations              123     470      695      191    1,478
Net earnings                       $   61  $  282      425       54      821
Earnings per share, basic          $ 0.60  $ 4.43   $ 6.91   $ 0.53  $ 12.71
Earnings per share, diluted        $ 0.34  $ 2.44   $ 3.71   $ 0.27  $  6.83
                                                                
1997:                                                           
Operating revenues                 $4,121  $4,382   $4,640   $4,235  $17,378
Earnings from operations              194     412      563       91    1,259
Earnings before extraordinary item    105     242      579       32      958
Extraordinary loss on early
 extinguishment of debt                 -       -        -       (9)      (9)
Net earnings                       $  105  $  242   $  579   $   23  $   949
Per share amounts, basic:                                             
Earnings before extraordinary item $ 1.45  $ 3.77   $ 9.39   $ 0.21  $ 14.98
Extraordinary loss on early
 extinguishment of debt                 -       -        -    (0.15)   (0.15)
Net earnings                       $ 1.45  $ 3.77   $ 9.39   $ 0.06  $ 14.83
Net earnings per share, diluted    $ 0.92  $ 2.31   $ 5.61   $ 0.04  $  8.95
</TABLE>


     The sum of quarterly earnings per share amounts is not
the same as annual earnings per share amounts because of
changing numbers of shares outstanding.

     During the third quarter of 1997, UAL recognized a pre-
tax gain of $275 million of the sale of its interest in the
Apollo Travel Services Partnership (see Other Information,
"Sale of Affiliate" in Management's Discussion and Analysis
of Financial Condition and Results of Operations).





I
TEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

          None.



                            PART III
                            --------


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
1999 Annual Meeting of Stockholders.  Information regarding the
executive officers is included in Part I of this Form 10-K under
the caption "Executive Officers of the Registrant."


ITEM 11.  EXECUTIVE COMPENSATION.

     Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
1999 Annual Meeting of Stockholders.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.

     Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
1999 Annual Meeting of Stockholders.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information required by this item is incorporated by
reference from the Company's definitive proxy statement for its
1999 Annual Meeting of Stockholders.



                             PART IV
                             -------


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K.

(a)  1.   Financial Statements.  The financial statements
required by this item are listed in Item 8, "Financial Statements
and Supplementary Data" herein.

     2.   Financial Statement Schedules.  The financial statement
schedule required by this item is listed below and included in
this report after the signature page hereto.

     Schedule II - Valuation and Qualifying Accounts for the
     years ended December 31, 1998, 1997 and 1996.

     All other schedules are omitted because they are not
     applicable, not required or the required information is
     shown in the consolidated financial statements or notes
     thereto.
     
     3.   Exhibits.  The exhibits required by this item are
listed in the Exhibit Index which immediately precedes the
exhibits filed with this Form 10-K, and is incorporated herein by
this reference.  Each of Exhibits 10.25 through 10.34 and 10.36 
to 10.37 listed in the Exhibit Index is a management contract 
or compensatory plan or arrangement required to be filed as an 
exhibit pursuant to Item 14(c) of Form 10-K.

(b)  Reports on Form 8-K.
     -------------------

     Form 8-K dated October 21, 1998 to report a cautionary
statement for purposes of the "Safe Harbor for Forward Looking
Statements" provision of the Private Securities Litigation Reform
Act.
     
     Form 8-K dated December 16, 1998 to report a press release
in which UAL announces 1999 fully distributed EPS goals and goal
to limit fully distributed unit cost growth in year 2000.
     


                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 25th day of February, 1999.

                                    UAL CORPORATION



                               By:  /s/ Gerald Greenwald
                                    --------------------
                                    Gerald Greenwald
                                    Chairman of the Board and Chief
                                    Executive Officer


Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on the 25th day of
February, 1999 by the following persons on behalf of the
registrant and in the capacities indicated.


/s/ Gerald Greenwald                  /s/ Douglas A. Hacker
- -------------------------------       -------------------------------
Gerald Greenwald                      Douglas A. Hacker
Chairman of the Board and Chief       Senior Vice President and
Executive Officer (principal          Chief Financial Officer
executive officer)                    (principal financial and
                                      accounting officer)
                                      
/s/ James E. Goodwin                  /s/ James J. O'Connor
- -------------------------------       -------------------------------
James E. Goodwin                      James J. O'Connor
Director                              Director
                                      
/s/ John W. Creighton, Jr.            /s/ Deval L. Patrick
- -------------------------------       -------------------------------
John W. Creighton, Jr.                Deval L. Patrick
Director                              Director
                                      
/s/ Duanne D. Fitzgerald              /s/ John F. Peterpaul
- -------------------------------       -------------------------------
Duane D. Fitzgerald                   John F. Peterpaul
Director                              Director
                                      
/s/ Michael H. Glawe                  /s/ Paul E. Tierney, Jr.
- -------------------------------       -------------------------------
Michael H. Glawe                      Paul E. Tierney, Jr.
Director                              Director
                                      
/s/ Richard D. McCormick              /s/ John K. Van de Kamp
- -------------------------------       -------------------------------
Richard D. McCormick                  John K. Van de Kamp
Director                              Director
                                      
/s/ John F. McGillicuddy      
- -------------------------------
John F. McGillicuddy                  
Director                              
                                      



<TABLE>
<CAPTION>
                               UAL Corporation and Subsidiary Companies
                                        
                           Schedule II - Valuation and Qualifying Accounts
                                        
                                 For the Year Ended December 31, 1998
                                        
                                             Additions Charged to
                                             --------------------
(In Millions)                  Balance at                                         Balance at
                               Beginning    Costs and        Other                  End of
     Description                of Year     Expenses       Accounts   Deductions     Year
     -----------               ----------   ---------      --------   ----------  ----------
<S>                              <C>         <C>           <C>         <C>           <C>      
Reserve deducted from asset to which it applies:
                
 Allowance for doubtful accounts  $ 15        $ 17          $  -        $ 10(1)      $ 22
                                   ===         ===           ===         ===          ===
 Obsolescence allowance -
  Flight equipment spare parts    $ 29        $ 36          $  4        $ 30(1)      $ 39
                                   ===         ===           ===         ===          ===
                                                                      
                                                                      
                                                    
                                        
                                                         F-1
- -----------------
(1) Deduction from reserve for purpose for which reserve was created.
</TABLE>





<TABLE>
<CAPTION>
                              UAL Corporation and Subsidiary Companies
                                        
                           Schedule II - Valuation and Qualifying Accounts
                                        
                                 For the Year Ended December 31, 1997
                                        
                                             Additions Charged to
                                             --------------------
(In Millions)                  Balance at                                         Balance at
                               Beginning    Costs and      Other                    End of
     Description                of Year     Expenses     Accounts   Deductions       Year
     -----------               ----------   ---------    --------   ----------    ----------
                                                            
<S>                              <C>         <C>          <C>         <C>          <C>   
Reserve deducted from asset to which it applies:
                
 Allowance for doubtful accounts  $ 24        $ 17         $  -       $ 26(1)       $ 15
                                   ===         ===          ===        ===           ===
 Obsolescence allowance -
  Flight equipment spare parts    $ 31        $ 26         $  5       $ 33(2)       $ 29
                                   ===         ===          ===        ===           ===
                                                                      
                                          
                                                                      
                                          
                                                        F-2
- -----------------
(1) Includes deduction from reserve due to the sale of the Apollo Travel Services Partnership.

(2) Deduction from reserve for purpose for which reserve was created.

</TABLE>




<TABLE>
<CAPTION>
                               UAL Corporation and Subsidiary Companies
                                        
                           Schedule II - Valuation and Qualifying Accounts
                                        
                                 For the Year Ended December 31, 1996
                                        
                                            Additions Charged to
                                            --------------------
(In Millions)                  Balance at                                         Balance at
                               Beginning   Costs and      Other                     End of
     Description                of Year    Expenses      Accounts   Deductions       Year
     -----------               ----------  ---------     --------   ----------    ----------
<S>                              <C>         <C>          <C>        <C>             <C>     
Reserve deducted from asset to which it applies:
                
 Allowance for doubtful accounts  $ 19        $ 23         $  -       $ 18(1)        $ 24
                                   ===         ===          ===        ===            ===
 Obsolescence allowance -
  Flight equipment spare parts    $ 38        $ 14         $  2       $ 23(1)        $ 31
                                   ===         ===          ===        ===            ===
                                                                      
                                                                      
                                                                      
                                        
                                                         F-3

_______________________________
(1) Deduction from reserve for purpose for which reserve was created.
</TABLE>




                          EXHIBIT INDEX
                          -------------
 
 3.1    Restated Certificate of Incorporation of UAL Corporation
        ("UAL"), as amended (filed as Exhibit 3.1 to UAL's Form
        10-K for the year ended December 31, 1996 and
        incorporated herein by reference).
 
 3.2    By-laws (filed as Exhibit 3.2 to UAL's Form 10-Q for the
        quarter ended June 30, 1994 and incorporated herein by
        reference).
 
 4.1    Deposit Agreement dated as of July 12, 1994 between UAL
        Corporation and holders from time to time of Depository
        Receipts described herein (filed as Exhibit 4.2 to UAL's
        Form 10-Q for the quarter ended June 30, 1994 and
        incorporated herein by reference).
 
 4.2    Indenture dated as of December 20, 1996 between UAL
        Corporation and The First National Bank of Chicago, as
        Trustee (filed as Exhibit 4.2 to UAL's Form 10-K for the
        year ended December 31, 1996 and incorporated herein by
        reference).
 
 4.3    Officer's Certificate relating to UAL's 13-1/4% Junior
        Subordinated Debentures due 2026 (filed as Exhibit 4.3
        to UAL's Form 10-K for the year ended December 31, 1996
        and incorporated herein by reference).
 
 4.4    Form of UAL's 13-1/4% Junior Subordinated Debenture due
        2026 (filed as Exhibit 4.4 to UAL's Form 10-K for the
        year ended December 31, 1996 and incorporated herein by
        reference).
 
 4.5    Guarantee Agreement dated as of December 30, 1996 with
        respect to the 13-1/4% Trust Originated Preferred
        Securities of UAL Corporation Capital Trust I (filed as
        Exhibit 4.5 to UAL's Form 10-K for the year ended
        December 31, 1996 and incorporated herein by reference).
 
 4.6    Amended and Restated Declaration of Trust of UAL
        Corporation Capital Trust I dated as of December 30,
        1996 (filed as Exhibit 4.6 to UAL's Form 10-K for year
        ended December 31, 1996 and incorporated herein by
        reference).
 
        UAL's indebtedness under any single instrument does not
        exceed 10% of UAL's total assets on a consolidated
        basis.  Copies of such instruments will be furnished to
        the Securities and Exchange Commission upon request.
 
 10.1   Amended and Restated Agreement and Plan of
        Recapitalization, dated as of March 25, 1994 (the
        "Recapitalization Agreement"), as amended, among UAL
        Corporation, the Air Line Pilots Association,
        International ("ALPA") and the International Association
        of Machinists and Aerospace Workers ("IAM") (filed as
        Exhibit A to Exhibit 10.1 of UAL's Form 8-K dated June
        2, 1994 and incorporated herein by reference; amendment
        thereto filed as Exhibit 10.1 of UAL's Form 8-K dated
        June 29, 1994 and incorporated herein by reference).
 
 10.2   Agreement, dated as of July 16, 1996, pursuant to
        Section 1.6q of the Recapitalization Agreement among
        UAL, ALPA and IAM (filed as Exhibit 10.3 to UAL's Form
        10-Q for the quarter ended June 30, 1996 and
        incorporated herein by reference).
 
 10.3   UAL Corporation Employee Stock Ownership Plan, effective
        as of July 12, 1994 (filed as Exhibit 10.1 to UAL's Form
        10-Q for the quarter ended September 30, 1994 and
        incorporated herein by reference).
 
 10.4   First Amendment to UAL Corporation Employee Stock
        Ownership Plan, dated December 28, 1994 (filed as
        Exhibit 10.39 to UAL's Form 10-K for the year ended
        December 31, 1994, as amended, and incorporated herein
        by reference).
 
 10.5   Second Amendment to UAL Corporation Employee Stock
        Ownership Plan, dated as of August 17, 1995 (filed as
        Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
        September 30, 1995 and incorporated herein by
        reference).
 
 10.6   Third Amendment to UAL Corporation Employee Stock
        Ownership Plan, dated as of December 28, 1995 (filed as
        Exhibit 10.7 to UAL's Form 10-K for the year ended
        December 31, 1996 and incorporated herein by reference).
 
 10.7   Fourth Amendment to UAL Corporation Employee Stock
        Ownership Plan, dated as of July 16, 1996 (filed as
        Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
        June 30, 1996 and incorporated herein by reference).
 
 10.8   Fifth Amendment to UAL Corporation Employee Stock
        Ownership Plan, dated as of December 31, 1996 (filed as
        Exhibit 10.10 of UAL's Form 10-K for the year ended
        December 31, 1996 and incorporated herein by reference).
 
 10.9   Sixth Amendment to UAL Corporation Employee Stock
        Ownership Plan, dated as of August 11, 1997 (filed as
        Exhibit 10.3 to UAL's Form 10-Q for the quarter ended
        September 30, 1997, as amended, and incorporated herein
        by reference).
 
 10.10  UAL Corporation Employee Stock Ownership Plan Trust
        Agreement between UAL Corporation and State Street Bank
        and Trust Company ("State Street"), effective July 12,
        1994 (filed as Exhibit 10.2 to UAL's Form 10-Q for the
        quarter ended September 30, 1994 and incorporated herein
        by reference).
 
 10.12  UAL Corporation Supplemental ESOP, effective as of July
        12, 1994 (filed as Exhibit 10.3 to UAL's Form 10-Q for
        the quarter ended September 30, 1994 and incorporated
        herein by reference).
 
 10.13  First Amendment to UAL Corporation Supplemental ESOP,
        dated February 22, 1995 (filed as Exhibit 10.1 to UAL's
        Form 10-Q for the quarter ended March 31, 1995, as
        amended, and incorporated herein by reference).
 
 10.14  Second Amendment to UAL Corporation Supplemental ESOP,
        dated as of August 17, 1995 (filed as Exhibit 10.2 to
        UAL's Form 10-Q for the quarter ended September 30, 1995
        and incorporated herein by reference).
 
 10.15  Third Amendment to UAL Corporation Supplemental ESOP,
        dated as of December 28, 1995 (filed as Exhibit 10.12 to
        UAL's Form 10-K for the year ended December 31, 1995 and
        incorporated herein by reference).
 
 10.16  Fourth Amendment to UAL Corporation Supplemental ESOP,
        dated as of July 16, 1996 (filed as Exhibit 10.2 to
        UAL's Form 10-Q for the quarter ended June 30, 1996 and
        incorporated herein by reference).
 
 10.17  Fifth Amendment to UAL Corporation Supplemental ESOP,
        dated as of December 31, 1996 (filed as Exhibit 10.17 to
        UAL's Form 10-K for the year ended December 31, 1996 and
        incorporated herein by reference).
 
 10.18  Sixth Amendment to UAL Corporation Supplemental ESOP,
        dated as of August 11, 1997 (filed as Exhibit 10.4 of
        UAL's Form 10-Q for the quarter ended September 30,
        1997, as amended, and incorporated herein by reference).
 
 10.19  UAL Corporation Supplemental ESOP Trust Agreement
        between UAL Corporation and State Street, effective July
        12, 1994 (filed as Exhibit 10.4 to UAL's Form 10-Q for
        the quarter ended September 30, 1994 and incorporated
        herein by reference).
 
 10.20  Preferred Stock Purchase Agreement, dated as of August
        12, 1997, between UAL Corporation and State Street Bank
        and Trust Company (filed as Exhibit 10.25 of UAL's Form
        10-K for the year ended December 31, 1997 and
        incorporated herein by reference).
 
 10.21  Preferred Stock Purchase Agreement, dated as of August
        12, 1998, between UAL Corporation and State Street Bank
        and Trust Company.
 
 10.22  Class I Junior Preferred Stockholders' Agreement, dated
        as of June 12, 1994 (filed as Exhibit 10.12 to UAL's
        Form 10-Q for the quarter ended September 30, 1994 and
        incorporated herein by reference).
 
 10.23  Class SAM Preferred Stockholders' Agreement, dated as of
        July 12, 1994 (filed as Exhibit 10.13 to UAL's Form 10-Q
        for the quarter ended September 30, 1994 and
        incorporated herein by reference).
 
 10.24  First Refusal Agreement, dated as of July 12, 1994, as
        amended (filed as Exhibit 10.25 to UAL's Form 10-K for
        the year ended December 31, 1996 and incorporated herein
        by reference).
 
 10.25  UAL Corporation 1981 Incentive Stock Plan, as amended
        March 26, 1998 (filed as Exhibit 10.2 to UAL's Form 10-Q
        for the quarter ended March 31, 1998 and incorporated
        herein by reference).
 
 10.26  UAL Corporation 1998 Restricted Stock Plan (filed as
        Exhibit 10.1 to UAL's Form 10-Q for the quarter ended
        June 30, 1998 and incorporated herein by reference).
 
 10.27  UAL Corporation Incentive Compensation and Profit
        Sharing Plan (filed as Exhibit 10.1 to UAL's Form 10-Q
        for the quarter ended March 31, 1998 and incorporated
        herein by reference).
 
 10.28  Description of Complimentary Travel and Cargo Carriage
        Benefits for UAL Directors (filed as Exhibit 10.29 to
        UAL's Form 10-K for the year ended December 31, 1996 and
        incorporated herein by reference).
 
 10.29  UAL Corporation 1995 Directors Plan, as amended June 26,
        1997 (filed as Exhibit 10.1 of UAL's Form 10-Q for the
        quarter ended September 30, 1997, as amended, and
        incorporated herein by reference).
 
 10.30  Employment Agreement between UAL Corporation and Gerald
        Greenwald (filed as Exhibit 10.5 to UAL's Form 10-Q for
        the quarter ended June 30, 1994 and incorporated herein
        by reference).
 
 10.31  Amendment No. 1 to Employment Agreement between UAL
        Corporation and Gerald Greenwald (filed as Exhibit 10.6
        to UAL's Form 10-Q for the quarter ended June 30, 1994
        and incorporated herein by reference).
 
 10.32  Restricted Stock Deposit Agreement between UAL
        Corporation and Gerald Greenwald (filed as Exhibit 10.7
        to UAL's Form 10-Q for the quarter ended June 30, 1994
        and incorporated herein by reference).
 
 10.33  Non-Qualified Stock Option Agreement between UAL
        Corporation and Gerald Greenwald (filed as Exhibit 10.9
        to UAL's Form 10-Q for the quarter ended June 30, 1994
        and incorporated herein by reference).
 
 10.34  Employment Agreement, dated September 25, 1998, between
        John A. Edwardson and United Air Lines, Inc. and UAL
        Corporation (filed as Exhibit 10.1 of UAL's 10-Q for the
        quarter ended September 30, 1998 and incorporated herein
        by reference).
 
 10.35  United Supplemental Retirement Plan
 
 10.36  Description of Officer Benefits.
 
 10.37  Form of Severance Agreement between UAL Corporation and
        certain officers.
 
 10.38  Supplemental Agreement No. 6 dated as of November 6,
        1998 to the Agreement dated December 18, 1990 between
        Boeing and United Air Lines, Inc. ("United") (and United
        Worldwide Corporation) for acquisition of Boeing 777-200
        aircraft (as previously amended and supplemented, the
        "777-200 Purchase Agreement" (filed as Exhibit 10.7 to
        UAL's Form 10-K for the year ended December 31, 1990,
        and incorporated herein by reference; supplements
        thereto filed as (i) Exhibits 10.1, 10.2 and 10.22 to
        UAL's Form 10-Q for the quarter ended June 30, 1993,
        (ii) Exhibit 10.2 to UAL's Form 10-K for the year ended
        December 31, 1993, (iii) Exhibit 10.14 to UAL's
        Form 10-Q for the quarter ended June 30, 1994, (iv)
        Exhibits 10.27 and 10.28 to UAL's Form 10-K for the year
        ended December 31, 1994, (v) Exhibits 10.2 and 10.3 to
        UAL's Form 10-Q for the quarter ended March 31, 1995,
        (vi) Exhibits 10.4, through 10.6 to UAL's Form 10-Q for
        the quarter ended June 30, 1995, and (vii) Exhibits
        10.37 through 10.40 to UAL's Form 10-K for the year
        ended December 31, 1995, and (viii) Exhibits 10.9
        through 10.12 and 10.17 through 10.19 to UAL's Form 10-Q
        for the quarter ended June 30, 1996 and incorporated
        herein by reference)).  (Exhibit 10.38 hereto is filed
        with a request for confidential treatment of certain
        portions thereof.)
 
 10.39  Supplemental Agreement No. 7 dated as of November 6,
        1998 to the 777-200 Purchase Agreement.  (Exhibit 10.39
        hereto is filed with a request for confidential
        treatment of certain portions thereof.)
 
 10.40  Change Order No. 9 dated as of November 6, 1998 to the
        777-200 Purchase Agreement.  (Exhibit 10.40 hereto is
        filed with a request for confidential treatment of
        certain portions thereof.)
 
 10.41  Change Order No. 9A dated as of November 6, 1998 to the
        777-200 Purchase Agreement.  (Exhibit 10.41 hereto is
        filed with a request for confidential treatment of
        certain portions thereof.)
 
 10.42  Change Order No. 10 dated as of November 6, 1998 to the
        777-200 Purchase Agreement.  (Exhibit 10.42 hereto is
        filed with a request for confidential treatment of
        certain portions thereof.)
 
 10.43  Change Order No. 10A dated as of November 6, 1998 to the
        777-200 Purchase Agreement.  (Exhibit 10.43 hereto is
        filed with a request for confidential treatment of
        certain portions thereof.)
 
 10.44  Letter Agreement No. 6-1162-MDH-638 dated as of January
        5, 1998 to the Agreement dated October 25, 1988 between
        Boeing and United Air Lines, Inc. ("United") for
        acquisition of 757-200 aircraft (as previously amended
        and supplemented, the "757-200 Purchase Agreement"
        (filed as Exhibit 10(K) to UAL's Form 10-K for the year
        ended December 31, 1989, and incorporated herein by
        reference; supplements thereto filed as (i) Exhibits
        10.14 through 10.19 and Exhibit 10.22 to UAL's Form 10-Q
        for the quarter ended June 30, 1993, (ii) Exhibit 10.14
        to UAL's Form 10-Q for the quarter ended June 30, 1994,
        (iii) Exhibit 10.9 to UAL's Form 10-Q for the quarter
        ended March 31, 1995, and (iv) Exhibits 10.13 through
        10.17 to UAL's Form 10-Q for the quarter ended June 30,
        1996, and incorporated herein by reference)).  (Exhibit
        10.44 hereto is filed with a request for confidential
        treatment of certain portions thereof.)
 
 10.45  Letter Agreement No. 6-1162-MDH-657 dated as of
        September 29, 1998 to the 757-200 Purchase Agreement.
        (Exhibit 10.45 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
               
 10.46  Letter Agreement No. 6-1162-MDH-668 dated as of
        September 29, 1998 to the 757-200 Purchase Agreement.
        (Exhibit 10.46 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
 
 10.47  Letter Agreement No. 6-1162-BRB-132 dated as of January
        5, 1998 to the Agreement dated December 18, 1990 between
        Boeing and United Air Lines, Inc. ("United") for
        acquisition of 747-400 aircraft (as previously amended
        and supplemented, the "747-400 Purchase Agreement"
        (filed as Exhibit 10.8 to UAL's Form 10-K for the year
        ended December 31, 1990, and incorporated herein by
        reference; supplements thereto filed as (i) Exhibits
        10.4 and 10.5 to UAL's Form 10-K for the year ended
        December 31, 1991, (ii) Exhibits 10.3 through 10.6 and
        Exhibit 10.22 to UAL's Form 10-Q for the quarter ended
        June 30, 1993, (iii) Exhibit 10.3 to UAL's Form 10-K for
        the year ended December 31, 1993, (iv) Exhibit 10.14 to
        UAL's Form 10-Q for the quarter ended June 30, 1994, (v)
        Exhibits 10.29 and 10.30 to UAL's Form 10-K for the year
        ended December 31, 1994, (vi) Exhibits 10.4 through 10.8
        to UAL's Form 10-Q for the quarter ended March 31, 1995,
        (vii) Exhibits 10.7 and 10.8 to UAL's Form 10-Q for the
        quarter ended June 30, 1995, (viii) Exhibit 10.41 to
        UAL's Form 10-K for the year ended December 31, 1995,
        (ix) Exhibits 10.4 through 10.8 and Exhibit 10.17 to
        UAL's Form 10-Q for the quarter ended June 30, 1996, and
        (x) Exhibits 10.1 through 10.3 to UAL's Form 10-Q for
        the quarter ended March 31, 1997, and incorporated
        herein by reference)).  (Exhibit 10.47 hereto is filed
        with a request for confidential treatment of certain
        portions thereof.)
 
 10.48  Letter Agreement No. 6-1162-MDH-666 dated as of
        September 29, 1998 to the 747-400 Purchase Agreement.
        (Exhibit 10.48 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
 
 12.1   Computation of Ratio of Earnings to Fixed Charges.
 
 12.2   Computation of Ratio of Earnings to Fixed Charges and
        Preferred Stock Dividend Requirements.
 
 21     List of Registrant's subsidiaries (filed as Exhibit 21
        to UAL's Form 10-K for the year ended December 31, 1996
        and incorporated herein by reference).
 
 23     Consent of Independent Public Accountants.
 
 27     Financial Data Schedule.

 99     Annual Report on Form 11-K for Employees' Stock 
        Purchase Plan of UAL Corporation.
 





                                                    Exhibit 10.21
                                                    -------------


               PREFERRED STOCK PURCHASE AGREEMENT
               ----------------------------------                 
               
          PREFERRED STOCK PURCHASE AGREEMENT dated as of August

12, 1998, between UAL Corporation, a Delaware corporation

("UAL"), and State Street Bank and Trust Company, a Massachusetts

trust company, acting solely in its capacity as trustee under the

Plan defined below and not in its individual capacity (the

"Trustee").



                       W I T N E S S E T H:

          WHEREAS, on July 12, 1994, certain transactions

contemplated by the Agreement and Plan of Recapitalization dated

March 25, 1994 by and among UAL and the unions representing

certain of the employees of United Air Lines, Inc., as amended,



(the "Recapitalization Agreement") were consummated.  (The

recapitalization of UAL, as more fully described in the

Recapitalization Agreement, shall hereinafter be referred to as

the "Transaction");



          WHEREAS, in connection with the Transaction, UAL

established the UAL Corporation Employee Stock Ownership Plan

(the "Plan"), which consists of an employee stock ownership plan

and a stock bonus plan; and



          WHEREAS, a portion of the employee stock ownership plan

(Part A thereof) forms part of the stock bonus plan, includes a

money purchase pension plan and is intended to qualify as an

employee stock ownership plan under Section
 4975(e)(7) of the

Internal Revenue Code of 1986, as amended (the "Code"); and



          WHEREAS, UAL appointed the Trustee as the trustee of

the UAL Corporation Employee Stock Ownership Plan Trust (the

"Trust"), which was established to hold the assets of the Plan

pursuant to the terms of the Trust Agreement, by and between UAL

and the Trustee (the "Trust Agreement"); and



          WHEREAS, Part A of the Plan and Trust Agreement provide

that the assets of the trust created thereunder attributable to

the Plan shall be invested primarily in shares of "employer

securities" of UAL within the meaning of Section 409(l) of the

Code; and


          WHEREAS, UAL created a new class of securities

designated as the Class 1 ESOP Convertible Preferred Stock, par

value ($0.01) (the "Class 1 ESOP Convertible Preferred Stock" or

the "ESOP Preferred Stock"); and



          WHEREAS, the Recapitalization Agreement provided for,

among other things, the transfer to the Trust of 13,813,282

shares of the Class 1 ESOP Convertible Preferred Stock in a

series of transactions which shall occur during the 69 months

immediately following the Effective Time (as defined in the

Recapitalization Agreement); and



          WHEREAS, the parties to the Recapitalization Agreement

have agreed to reduce the number of shares of Class 1 ESOP

Convertible Preferred Stock to be transferred to the Trust so

that the Plan may continue to satisfy Code Section 415; and



          WHEREAS, the parties to the Recapitalization Agreement

have agreed to a corresponding increase in the number of shares

of Class 2 ESOP Convertible Preferred Stock to be issued; and



          WHEREAS, UAL now wishes to sell and the Trustee now

wishes to purchase 2,011,812 shares of the Class 1 ESOP

Convertible Preferred Stock from UAL, in the amount, at the

purchase price and subject to the other terms and conditions as

set forth in this Agreement;



          NOW, THEREFORE, in consideration of these premises and

the mutual promises contained herein, the parties hereto,

intending to be legally bound, hereby agree as follows:




          1.   Purchase; Purchase Price.  Subject to the terms
               ------------------------
and conditions of this Agreement, the Trustee shall purchase on

behalf of the Plan (the "Purchase") from UAL, and UAL shall issue

and sell to the Trustee an aggregate of 2,011,812 shares of Class

1 ESOP Convertible Preferred Stock (the "Shares") for an

aggregate purchase price (the "Purchase Price") of

$622,092,506.64.



          2.   Closing; Payment.  The Purchase shall be
               ----------------
consummated (the "Closing") at or about August 12, 1998 at the

offices of UAL, or at such time, date or place as shall be fixed

by an agreement of UAL and the Trustee.  The date of the Closing

shall hereinafter be referred to as the "Closing Date."  At the

Closing, UAL shall deliver to the Trustee a certificate or

certificates representing the Shares, which shall be registered

in the name of the Trustee, as trustee under the Trust, or in the

name of its nominee, against delivery to UAL by the Trustee of a

check for a dollar amount equal to the par value per Share times

the number of Shares described in Section 1 above (the "Cash

Amount"), representing the aggregate par value of the Shares and

a promissory note of the Trust (the "ESOP Note") substantially in

the form set forth in Exhibit A hereto, in an amount equal to the

difference between the Purchase Price and a dollar amount equal

to the par value per Share times the number of Shares described

in Section 1 above.  Notwithstanding the foregoing, UAL may, with

the consent of the Trustee, accomplish the transfer of shares to

the Trustee by book entry, in which event a cross receipt in the

form set forth in Exhibit B hereto shall be executed by the

parties.  UAL shall pay all stamp and other transfer taxes, if

any, that may be payable in respect of the issuance, sale and

delivery of the Shares and shall be entitled to any refund

thereof, and shall present the Trustee with evidence that such

transfer taxes either have been paid or are not due.



          3.   Representations and Warranties of UAL.  UAL hereby
               -------------------------------------
represents and warrants to the Trustee as follows:

               

               3.1  UAL has been duly incorporated and is validly

existing as a corporation in good standing under the laws of the

State of Delaware with corporate power and authority, including

governmental licenses, authorizations, consents and approvals, to

own, lease and operate its properties and conduct its business

except for licenses, authorizations, consents and approvals the

absence of which will not have a Material Adverse Effect.  For

the purposes of this Agreement, "Material Adverse Effect" shall

mean any change or effect the consequence of which is materially

adverse to the condition (financial or otherwise), business,

assets or results of operations of UAL and its Subsidiaries (as

defined below) taken as a whole.  UAL is duly qualified as a

foreign corporation to transact business and is in good standing

in each jurisdiction where its ownership or leasing of properties

or the conduct of its business requires such qualification,

except for the jurisdictions where the failure to be so qualified

would not have a Material Adverse Effect.

               

               3.2  Except as set forth in Schedule 3.2 hereto,

the execution, delivery and performance of this Agreement and all

other documents or instruments to be executed or delivered by UAL

in connection with this Agreement are within UAL's powers and

have been duly authorized by all necessary corporate action.

This Agreement and all other documents or instruments to be

executed or delivered by UAL in connection with this Agreement

are, assuming due authorization, execution and delivery by the

Trustee, valid and binding upon UAL and enforceable against UAL

in accordance with their respective terms except as the

enforceability thereof may be limited by the effect of any

applicable bankruptcy, insolvency, fraudulent-conveyance,

reorganization, moratorium and similar laws affecting creditors'

rights generally, ERISA and by general principles of equity

(regardless of whether considered in a proceeding at law or in

equity).
               


               3.3  Except as set forth in Schedule 3.3 hereto,

the execution, delivery and performance of this Agreement and the

consummation of the transactions contemplated hereby will not

conflict with or result in a breach of any of the terms or

provisions of, or constitute a default under (i) the Certificate

of Incorporation or Bylaws, each as amended, of UAL or any of its

Subsidiaries (as hereinafter defined), or (ii) except as set

forth in Schedule 3.3(ii) hereto, any provision of any indenture,

mortgage, deed of trust, agreement, instrument, order,

arbitration award, judgment or decree to which UAL or any of its

Subsidiaries is a party or by which any of their respective

assets are bound, or (iii) any material statute, material rule or

material regulation applicable to UAL or any of its Subsidiaries

of any court, bureau, board, agency or other governmental body

having jurisdiction.

               

               3.4  As of the Closing Date, the authorized,

issued and outstanding capital stock of UAL shall be as set forth

in Schedule 3.4 hereto, and UAL shall have no obligations to

issue any additional shares pursuant to any options, warrants,

conversion rights or other arrangements except as set forth in

Schedule 3.4 hereto, and all shares of issued and outstanding

capital stock of UAL shall have been duly authorized and are

fully paid and nonassessable.

               

               3.5  Each Subsidiary is a corporation or

partnership duly incorporated or formed, validly existing and in

good standing under the laws of its jurisdiction of incorporation

or formation, has all requisite power and authority including all

governmental licenses, authorizations, consents and approvals

required to own, lease and operate its properties (except those

the absence of which would not have a Material Adverse Effect)

and to conduct its business and is in good standing in each

jurisdiction where the character of the property owned or leased

by it or the nature of its activities make such qualification

necessary, except for those jurisdictions where failure to be so

qualified would not, individually or in the aggregate, have a

Material Adverse Effect.  For purposes of this Agreement,

"Subsidiary" means any entity of which securities or other

ownership interests having ordinary voting power to elect a

majority of the board of directors or other persons performing

similar functions are directly or indirectly owned by UAL prior

to the Closing Date.  All Subsidiaries and their respective

jurisdictions of incorporation or formation are identified on

Schedule 3.5 hereto.



          Except as otherwise disclosed on Schedule 3.5, all of

the outstanding capital stock of, or other ownership interests

in, each Subsidiary, is owned by UAL, directly or indirectly,

free and clear of any liens, claims, charges and encumbrances

(collectively "Liens") and free of any other limitation or

restriction (including any restriction on the right to vote, sell

or otherwise dispose of such capital stock or other ownership

interests).  Except as disclosed on Schedule 3.5, there are

outstanding (i) no securities of UAL or any Subsidiary

convertible into or exchangeable for shares of capital stock or

other voting securities or ownership interests in any Subsidiary,

and (ii) no options, subscriptions, warrants or other rights,

agreements, arrangements or commitments of any character to

acquire from UAL or any Subsidiary, and no other obligation of

UAL or any Subsidiary to issue, any capital stock, voting

securities or other ownership interests in, or any securities

convertible into or exchangeable or exercisable for any capital

stock, voting securities or ownership interest in, any Subsidiary

(the items in clauses (i) and (ii) being referred to collectively

as the "Subsidiary Securities").  There are no outstanding

obligations of UAL or any Subsidiary to repurchase, redeem or

otherwise acquire any outstanding Subsidiary Securities.

               

               3.6  As of the Closing Date, the Shares (i) shall

have the rights, preferences and qualifications set forth in the

restated Certificate of Incorporation of UAL Corporation, (a copy

of which is attached hereto as Exhibit C), (ii) shall have been

duly and validly authorized and (iii) when issued and delivered

to the Trustee in exchange for the Cash Amount and the ESOP Note,

will be in proper form, validly issued, fully paid and

nonassessable.  As of the Closing Date, UAL shall have full right

and authority to issue, sell, transfer, and deliver the Shares

and will effectively transfer to the Trustee, on the Closing

Date, the full right, title and interest therein and thereto,

free and clear of all Liens, except for (A) beneficial interests

accruing to participants in the Plan and their beneficiaries and

(B) any Liens created or imposed by the Trustee on behalf of the

Trust.
               


               3.7  As of the Closing Date, the shares of Common

Stock (as hereinafter defined) into which the Shares are

convertible, shall be duly and validly authorized and reserved

for issuance and, when issued upon such conversion, will be

validly issued, fully paid and nonassessable and upon delivery to

the Trustee, the Trust will acquire full right, title and

interest to such shares of Common Stock free and clear of all

Liens, except for (i) beneficial interests accruing to the

participants in the Plan and their beneficiaries and (ii) any

Liens created or imposed by the Trustee on behalf of the Trust.


               
               3.8  No authorization, approval or consent of, or

filing with, any governmental authority or agency or other third

party, is required in connection with the sale of the Shares by

UAL hereunder or the conversion of the Shares into Common Stock

except for (i) any of such as shall have been made or obtained

prior to the Closing, (ii) any of such relating to the listing on

any securities exchange of any shares of UAL common stock, par

value $.01 per share (the "Common Stock"), to be delivered upon

conversion of Shares and (iii) filings with and/or approvals of

the Internal Revenue Service.  The Shares are being issued

pursuant to a valid exemption from registration under the

Securities Act of 1933, as amended (the "Securities Act"), and

applicable state securities laws.

               

               3.9  UAL's filings with the Securities and

Exchange Commission ("Commission") for the years 1995, 1996 and

1997, respectively, at the time they were filed with the

Commission, (i) complied in all material respects with the

requirements of the Securities Act, or the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), as appropriate, and

the Rules and Regulations of the Commission respectively

promulgated thereunder, (ii) in the case of filings under the

Exchange Act, did not contain an untrue statement of a material

fact or omit to state a material fact necessary in order to make

the statements made therein, in light of the circumstances under

which they were made, not misleading and (iii) no registration

statement, as amended or supplemented, if applicable, filed

pursuant to the Securities Act as of the date such statement,

amendment or supplement became effective contained any untrue

statement of a material fact or omitted to state any material

fact required to be stated therein or necessary to make the

statements therein not misleading.

               

               3.10 The consolidated financial statements of UAL,

together with related notes, schedules and reports thereon of

independent public accountants for the years 1995, 1996 and 1997,

respectively (collectively, the "Financial Statements"), included

in UAL's Annual Reports on Form 1O-K and Quarterly Reports on

Form 1O-Q ("Reports") for the years ended December 31, 1995, 1996

and 1997, respectively, all of which Reports previously have been

delivered to the Trustee, present fairly (except as may be

indicated in the notes thereto and subject to normal immaterial

year-end audit adjustments in the case of any unaudited interim

Financial Statements) the consolidated financial position and the

consolidated results of operation of UAL and its consolidated

Subsidiaries at the indicated dates and for the indicated

periods.  The Financial Statements have been prepared in

accordance with generally accepted accounting principles

consistently applied throughout the periods involved except as

otherwise noted therein.  UAL and its Subsidiaries considered as

one enterprise have no material liabilities or obligations,

contingent or otherwise, that are not fully disclosed in the

Financial Statements or the Reports.

               

               3.11 Except as disclosed on Schedule 3.11 hereto,

since December 31, 1996, (i) there has been no event, and no

state of circumstances has existed, that has had or will, or

could reasonably be expected to, have a Material Adverse Effect,

(ii) there has not been any material transaction entered into by

UAL or any of its Subsidiaries, other than transactions in the

ordinary course of business or other than the transactions

contemplated in this Agreement or the Transaction, and (iii)

except for regular dividends on shares of its outstanding common

stock and preferred stock, there has been no dividend or

distribution of any kind declared, paid or made by UAL on any

class of its capital stock other than the distributions

contemplated by the Transaction.

               

               3.12 Except as set forth in Schedule 3.12 there is

no action, suit or proceeding before or by any court or

government or administrative agency or body, domestic or foreign,

now pending or, to the best knowledge of UAL, threatened against

or affecting UAL or any of its Subsidiaries, which might have a

Material Adverse Effect.

               

               3.13 UAL and its Subsidiaries hold all

certificates, authorizations or permits issued by the appropriate

state, federal or foreign regulatory agencies or bodies necessary

to conduct the business now operated by them the absence of

which, individually or in the aggregate, would have a Material

Adverse Effect, and neither UAL nor any of its Subsidiaries has

received any notice of proceedings relating to the revocation or

modification of any such certificate, authority or permit which,

individually or in the aggregate, if the subject of an

unfavorable decision, ruling or finding, would have a Material

Adverse Effect.  UAL and its Subsidiaries are in compliance with

all rules, laws and regulations related to the operation of the

business of UAL and its Subsidiaries, except for instances of

noncompliance which, individually or in the aggregate, would not

have a Material Adverse Effect.



               3.14 The Plan has been duly authorized by all

corporate action and Part A constitutes an employee stock

ownership plan within the meaning of Section 4975(e)(7) of the

Code and Section 407(d)(6) of the Employee Retirement Income

Security Act of 1974, as amended ("ERISA"), Part B (that portion

of the stock bonus plan which does not constitute an employee

stock ownership plan) constitutes a stock bonus plan under the

Code and the Plan will qualify under Section 401(a) of the Code

taking into account amendments which may be reasonably requested

by the Internal Revenue Service, but no representation or

warranty is made as to the compliance of the Plan in operation

under the referenced Code and ERISA sections; the Trust Agreement

has been duly authorized by all necessary corporate action on the

part of UAL; all contributions by UAL to the Plan and all

dividends paid on the ESOP Preferred Stock which are used by the

Trust to make the required principal and interest payments with

respect to the ESOP Note will be deductible by UAL or its

Subsidiaries for federal income tax purposes under Section 404 of

the Code (as in effect on the date of the Closing), except to the

extent there are insufficient "earnings and profits" under the

Code for the dividends to be deductible; and the ESOP Preferred

Stock constitutes "employer securities" within the meaning of

Section 409(l) of the Code.



               3.15 There is no investment banker, broker or

finder which has been retained by or is authorized to act on

behalf of UAL or any Subsidiary or, to the knowledge of UAL, any

CRS Company who might be entitled to a fee or commission from

UAL, either Union or any affiliate of either of them upon

consummation of the transactions contemplated by this Agreement,

based upon arrangements made by or on behalf of UAL.  For the

purposes of this Section 3.15, "CRS Company" and "Union" shall

have the respective meanings assigned to such terms in the

Recapitalization Agreement.



          4.   Representations and Warranties of The Trustee, as
               -------------------------------------------------
Trustee.  The Trustee, in its capacity as such, represents and
- -------
warrants as follows:



               4.1  The Trustee (i) is a duly organized and

validly existing trust company in good standing and with full

authority to act as Trustee and exercise trust powers under the

laws of the Commonwealth of Massachusetts and (ii) has full

corporate power and authority to execute and deliver the Trust

Agreement and to carry out the transactions contemplated thereby.

               

               4.2  The execution, delivery and performance of

this Agreement will not violate (i) the Trustee's Charter or

Bylaws, each as amended or restated to date, (ii) any provision

of any indenture, mortgage, deed of trust, agreement, instrument,

order, arbitration award, Judgment or decree to which the Trustee

or the Trust is a party or by which it or the Trust or any of

their respective assets are bound, or (iii) any statute, rule or

regulation applicable to the Trustee or the Trust of any court,

bureau, board, agency or other governmental body having

jurisdiction, which conflict, breach or default might have a

material adverse effect.

               

               4.3  This Agreement and the Trust Agreement have

been duly executed and delivered by the Trustee on behalf of the

Trust and, assuming due authorization, execution and delivery by

UAL, each constitutes the legal, valid and binding obligation of

the Trust enforceable against the Trustee in accordance with

their respective terms, except as the enforceability thereof may

be limited by the effect of any applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and

similar laws affecting creditors rights generally, ERISA and by

general principles of equity (regardless of whether considered in

a proceeding at law or in equity).

               

               4.4  The Trustee is acquiring the shares on behalf

of the Plan pursuant to the Trust Agreement and the Plan solely

for investment purposes and not with a view toward, or for sale

in connection with, any public distribution thereof; provided,

however, nothing herein shall prohibit the Trustee from disposing

of any or all of the Shares.

               

               4.5  No authorization, approval or consent of any

governmental authority or agency is necessary to be obtained by

the Trustee or the Plan in connection with the purchase of the

Shares by the Trustee on behalf of the Plan hereunder.


               
               4.6  The Trustee, at the expense of UAL, has

retained independent legal counsel knowledgeable in matters

regarding ERISA and Code fiduciary responsibilities and has

retained an independent financial advisor to advise the Trustee

regarding the transactions contemplated by this Agreement.

               

               4.7  The Trustee has not employed any broker,

finder or agent, or agreed to pay or incurred any brokerage fee,

finder's fee, commission or other similar form of compensation in

connection with this Agreement or the transactions contemplated

hereby.

               

               4.8  Trustee has received an opinion of Houlihan,

Lokey, Howard and Zukin, Inc., financial advisor to the Trustee,

to the effect that (i) the Purchase Price is not greater than

fair market value, (ii) the Transaction is fair to the Plan from

a financial point of view, (iii) the conversion price with

respect to the Shares is reasonable and (iv) the interest rate on

the ESOP Note is not unreasonable.



          5.   Conditions to Closing.
               ---------------------

               
               5.1  Conditions to the Trustee Is Obligation at
                    ------------------------------------------
Closing.   The obligations of the Trustee hereunder are subject
- -------
to the fulfillment at or before the Closing of each of the

following conditions:

                     

                    (a)  The representations and warranties

contained in Section 3 hereof shall be true on and as of the

Closing Date and, the Trustee shall have been furnished with a

certificate, dated the Closing Date, to such effect, signed by an

authorized officer of UAL.

                     

                    (b)  The Trustee shall have received a cash

contribution to the Plan at least equal to the Cash Amount.

                     
                    (c)  No order of any court or administrative

agency shall be in effect which restrains or prohibits the

transactions contemplated by this Agreement, and no suit, action

or other proceedings by any governmental body or other person

shall have been instituted which questions the validity or

legality of the transactions contemplated by this Agreement which

suit, action or proceeding the Trustee reasonably determines,

upon advice of counsel, is more likely than not to successfully

challenge the validity or legality of the transactions

contemplated by this Agreement or otherwise result in a Material

Adverse Effect.

                    (d)  Neither the Trustee nor UAL shall have

determined in good faith that the purchase of the Shares would

result in a "prohibited transaction" under ERISA or otherwise

violate the provisions of applicable law.
                     

                    (e)  The Trustee shall have received UAL's

most recent annual report on form 10-K and any subsequently filed

Quarterly Reports on Form 10-Q.

                     
                    (f)  The Trustee shall have received from

Kirkpatrick & Lockhart, counsel to the Trustee, an opinion in

substantially the form set forth in Schedule 5.1(f) hereto.

                     
                    (g)  The Trustee shall have received from

Francesca M. Maher, Vice President-Law and Corporate Secretary,

the opinion in substantially the form set forth in Schedule

5.1(g) hereto.
                     
                    (h)  The Trustee shall have received an

opinion of its financial advisor, in substantially the form set

forth in Schedule 5.1(h) hereto.

                     
                    (i)  The Trustee shall have made a good faith

determination that the purchase of the Shares contemplated

hereunder and the consummation of all other transactions

contemplated by the Agreement are prudent and in the best

interests of the Plan participants.  In the event the Trustee is

unable to consummate the purchase of the Shares described in

Section 1 hereof at the Purchase Price by reason of the failure

of one or more of the conditions set forth in Sections 5.1(d),

(h) and (i) hereof, the Trustee agrees to negotiate in good faith

with UAL in an attempt to arrive at a purchase price for the

Shares at which the Trustee would consummate the purchase of

Shares contemplated by this Agreement.

                     
                    (j)  UAL shall have certified to the Trustee

that it has determined that it is reasonably likely to have

sufficient earnings and profits such that dividends paid on the

Class 1 ESOP Convertible Preferred Stock are reasonably likely to

be deductible under Section 404 of the Code.

               

               5.2  Conditions to UAL's obligations at Closing.
                    ------------------------------------------
The obligations of UAL hereunder are subject to the fulfillment

at or before the Closing of each of the following conditions:

                    
                    (a)  The representations and warranties

contained in Section 4 hereof shall be true on and as of the

Closing and, UAL shall have been furnished with a certificate

dated the Closing Date to such effect, signed by an authorized

officer of the Trustee.

                    
                    (b)  No order of any court or administrative

agency shall be in effect which restrains or prohibits the

transactions contemplated by this Agreement, and no suit, action

or other proceedings by any governmental body or other person

shall have been instituted which questions the validity or

legality of the transactions contemplated by this Agreement which

suit, action or proceeding UAL reasonably determines, upon advice

of counsel, is more likely than not to successfully challenge the

validity or legality of the transactions contemplated by this

Agreement or otherwise result in a Material Adverse Effect.

                    
                    (c)  Neither the Trustee nor UAL shall have

determined in good faith that the purchase of the Shares would

result in a "prohibited transaction" under ERISA or otherwise

violate the provisions of applicable law.

                    
                    (d)  UAL shall have received an opinion of

Kirkpatrick & Lockhart, counsel to the Trustee, in the form set

forth in Schedule 5.2(d) hereto.

                    
                    (e)  The Trustee shall have delivered to UAL

a certification that the conditions set forth in section 5.1(d)

and section 5.1(i) have been satisfied.



          6.   Covenants of Trustee.  The Trustee hereby
               --------------------
covenants and agrees as follows:
                

               (a)  Except as otherwise provided in the ESOP, all

cash contributions (including any earnings on such contributions)

that are received by the Trust and cash dividends (including any

earnings on such dividends) that are received by the Trust with

respect to the Class 1 ESOP Convertible Preferred Stock or Common

Stock issued upon conversion thereof will be, to the extent

permitted by law, applied solely for the purpose of making

principal and interest payments on the ESOP Note.

                
               (b)  The Trustee shall not transfer or otherwise

dispose of any shares of Common Stock issued upon conversion of

the Class 1 ESOP Convertible Preferred Stock unless such

securities have been registered under the Securities Act of 1933,

as amended, and any applicable state securities laws or pursuant

to an exemption or exemptions from such registration.

                
               (c)  The Trustee agrees that UAL may (with the

consent of the Air Line Pilots Association, International and the

International Association of Machinists and Aerospace Workers if

and to the extent such consent is required by the Plan) extend

the maturity of the ESOP Note for up to four (4) years, provided

that the interest rate on the ESOP Note, as extended, is

determined by the Trustee to be reasonable at the time of

extension.



          7.   Covenants of UAL.  UAL hereby covenants and agrees
               ----------------
as follows:
                

               (a)  So long as any principal or interest amount

of the ESOP Note or any note representing a refinancing of the

ESOP Note remains unpaid, UAL shall use reasonable efforts to

cause Part A of the Plan to maintain its qualification as an

employee stock ownership plan within the meaning of Section

4975(e)(7) of the Code.

                
               (b)  So long as any principal or interest amount

of the ESOP Note or any note representing a refinancing of the

ESOP Note remains unpaid, UAL and its Subsidiaries shall make

contributions to the Plan which, when combined with any dividends

received by the Plan that can be used for the payment of such

debt, are sufficient to allow the Trustee to make, in a timely

fashion all scheduled principal and interest payments with

respect to the ESOP Note or any note representing a refinancing

of the ESOP Note; provided, however, that any contribution to the

Plan shall be limited to the extent that such contribution would

cause the aggregate contributions made by UAL and its

Subsidiaries for the relevant Plan year to exceed the limitations

set forth in Sections 404 or 415 of the Code.  Any contributions

limited or not made in a timely fashion pursuant to the preceding

sentence shall be (i) carried over and paid to the Plan as soon

as is practicable in connection with contributions to the Plan

and (ii) increased by an amount sufficient for the Trustee to pay

any increased interest or other costs arising under the ESOP Note

from the failure to make any payment thereunder when due.  The

Trustee shall be entitled to reimbursement upon demand for

reasonable attorney fees and other reasonable costs of collection

in enforcing the provisions of this Section 7(b).

                
               (c)  Registration of the Common Stock.  As and if

required by applicable securities laws, UAL shall at all times

maintain an effective registration statement under the Securities

Act and timely comply with the reporting requirements under the

Exchange Act with respect to the shares of Common Stock into

which the Shares are convertible.  The Trustee will provide UAL

with any information about the Trustee or such proposed sale

required to be included in such registration statement.  The

Trustee will, upon receipt of notice from UAL that any such

registration statement includes an untrue statement of a material

fact or omits to state a material fact required to be stated

therein or necessary to make any statement therein not

misleading, discontinue the distribution of Common Stock

thereunder until such misstatement or omission is eliminated.

          
          The Trustee further agrees not to effect any public

sale or distribution of Common Stock without the consent of UAL

during the seven days prior to or ninety days after any

registration statement relating to an underwritten sale of

securities of UAL has become effective.  UAL shall obtain any

other federal, state or local approvals as may be necessary from

time to time to enable the Trust to consummate any desired

conversion or disposition of the shares of Common Stock into

which the Shares are convertible.



          8.   Restrictive Legend.  The Trustee understands that
               ------------------
the certificates representing the Shares, when issued, will bear

the following legend and that a notation restricting their

transfer will be made on the stock transfer books of UAL:



               "The shares of stock represented by this

          certificate have not been registered under the

          Securities Act of 1933, as amended.  Such shares may

          not be sold, assigned, pledged or otherwise transferred

          in the absence of an effective registration statement

          under said Securities Act covering the transfer or an

          opinion of counsel satisfactory to the issuer that

          registration under said Securities Act is not required.

          

                             Notice
                             ------
               The shares, of stock represented by this

          certificate are subject to a security interest in favor

          of UAL Corporation."

          

          9.   Expenses.  Whether or not the transactions
               --------
contemplated by this Agreement shall be consummated, UAL shall,

as provided for in the applicable engagement letter between UAL

and the Trustee (the "Engagement Letter"), pay the expenses

incurred by the Trustee in connection with the authorization,

preparation, negotiation, execution and performance of this

Agreement and related transactions.



          10.  Integration Amendment.  This Agreement (including
               ---------------------
the documents delivered pursuant hereto), together with the Plan,

Trust Agreement and Engagement Letter, constitutes the entire

agreement and understanding between the parties hereto relating

to the purchase of the shares of ESOP Preferred Stock and

supersedes any prior agreement or understanding relating in any

way to the transaction contemplated hereby. This Agreement may be

modified or amended only by a written instrument executed by or

on behalf of the parties hereto.  The headings and captions

contained herein are solely for convenience of reference and do

not constitute a part of this Agreement or affect in any way its

meaning or construction.



          11.  Savings Clause.  The invalidity, illegality or
               --------------
enforceability of any one or more of the provisions of this

Agreement shall in no way affect or impair the validity and

enforceability of the remaining provisions hereof.  In the event

any such provision shall be so declared unenforceable due to its

scope or breadth, it shall be narrowed to the scope or breadth

permitted by law.



          12.  Counterparts.  This Agreement may be executed in
               ------------
one or more counterparts, each of which shall be deemed an

original and all of which together shall constitute one and the

same instrument.  It shall not be necessary that any single

counterpart hereof be executed by all parties so long as each

party executed at least one counterpart.



          13.  Governing Law.  This Agreement shall be construed
               -------------
and enforced in accordance with the laws of Illinois without

regard to any principles of conflicts of law.



          14.  Survival of Representations, Warranties and
               -------------------------------------------
Covenants.  All covenants contained in this Agreement (including
- ---------
in any certificates delivered hereunder) shall survive the

Closing or, in the case of Section 9, Section 13 and Section 14

hereof, the sooner termination of this Agreement.

Notwithstanding the Closing, or the sooner termination of this

Agreement or any investigation at any time made by or on behalf

of either party, UAL or the Trustee shall be liable for damages

arising from its breaches of representations or warranties under

this Agreement (including in any certificates delivered

hereunder) which breaches shall not be considered waived by

consummation of the transactions contemplated hereby, provided,

however, that UAL and the Trustee shall be liable only to the

extent that notice therefor is asserted by the other in writing

and delivered prior to the expiration of forty-two (42) months

from the Closing or sooner termination of this Agreement.



          15.  Notices.  Any notice or other communication
               -------
required or permitted hereunder shall be in writing, either

delivered by hand, by mail, or by telex, telefax or telegram

(charges prepaid), and any such notice shall be effective when

received at the address specified below (or, if by mail, three

business days after deposited in the U.S. mails, registered or

certified mail, postage prepaid and return receipt requested):



                                   By Mail
                                   -------
     If to UAL:               UAL Corporation
     ---------                P. O. Box #66919
                              Chicago, IL 60666
                              Attn: Corporate Secretary

                                   By Courier
                                   ----------
                              UAL Corporation
                              1200 Algonquin Road
                              Elk Grove Township, IL 60007
                              Attn: Corporate Secretary

     If to the Trustee:       State Street Bank and Trust Company
     -----------------        Retirement Investment Services
                              Batterymarch Park III
                              Three Pine Hill Drive
                              Quincy, MA 02169
                              Attn: UAL ESOP Administration
     
     With a copy to:          Kirkpatrick & Lockhart
     --------------           1500 Oliver Building
                              Pittsburgh, PA 15222
                              Attn: Charles R. Smith, Esquire




Addresses may be changed by written notice given pursuant to this

Section.  Any notice given hereunder may be given on behalf of

any party by his counsel or other authorized representatives.



          16.  Successors and Assigns: Assignability.  This
               -------------------------------------
Agreement shall be binding upon and inure to the benefit of and

be enforceable by the parties hereto, and their respective legal

representatives, successors and assigns.  This Agreement (i)

shall not confer upon any person other than the parties hereto

and their respective successors and assigns any rights or

remedies hereunder and (ii) shall not be assignable by operation

of law or otherwise by any party hereto.



          17.  Further Assurances.  Subject to the terms and
               ------------------
conditions herein provided, each of the parties hereto shall use

all reasonable efforts to take, or cause to be taken, all action

and to do, or cause to be done, all things necessary, proper or

advisable to consummate and make effective the transactions

contemplated by this Agreement.



          18.  Certain Limitations.  The execution and delivery
               -------------------
of this Agreement and the performance by the Trustee of this

Agreement have been, or will be, effected by the Trustee solely

in its capacity as Trustee and not individually.



          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

          IN WITNESS WHEREOF, the parties hereof have duly

executed and delivered this Agreement as of the date first above

written.

                              UAL CORPORATION

                              By:  /s/ Douglas A. Hacker
                                   ---------------------
                                   Name: Douglas A. Hacker
                                         -----------------
                                   Title: Senior Vice President & CFO
                                          ---------------------------

                              State Street Bank and Trust Company,
                              solely in its capacity as Trustee
                              under the UAL Corporation Employee
                              Stock Ownership Plan Trust and not
                              individually

                              
                              By:  /s/ Marianne E. Sullivan
                                   ------------------------
                                   Name: Marianne E. Sullivan
                                         --------------------
                                   Title: Vice President
                                          --------------







                                                      EXHIBIT 10.35
                                                      -------------



                     UNITED AIR LINES, INC.
                  SUPPLEMENTAL RETIREMENT PLAN
                  ----------------------------

                    (As amended and restated
                    effective January 1, 1989)





                        TABLE OF CONTENTS
                        -----------------

Section                                             Page
- -------                                             ----

     Table of Defined Terms                          ii

1.   Introduction                                     1

     1.1.     Purpose                                 1
     1.2.     Effective Date                          1
     1.3.     Administration                          1
     1.4.     Funding                                 1

2.   Participation and Supplemental Benefits          2

     2.1.     Participation                           2
     2.2.     Eligibility for Supplemental Benefits   2
     2.3.     Amount of Supplemental Benefits         3
     2.4.     Payment of Supplemental Benefits        3 
     2.5.     Other Supplemental Benefit Plans        4
   
3.   General Provisions                               4

     3.1.     Employment Rights                       4
     3.2.     Interest Not Transferable               5
     3.3.     Incompetency                            5
     3.4.     Gender and Number                       5
     3.5.     Controlling Law                         5
     3.6.     Successors                              5
     3.7.     Action by the Company                   5
     3.8.     Defined Terms                           5

4.   Amendment and Termination                        5





                               -i-

                      TABLE OF DEFINED TERMS
                      ----------------------

                                                    Plan Section
Term                                                Where Found
- ----                                                ------------

Amendments                                           2.4

Alternative IID Limitation                           2.2 (c) (v)

Company                                              1.1

Deferred Incentive Award                             2.2 (c) (ii)

Deferred Payment                                     2.2 (c) (iii)

Effective Date                                       1.2

Entitlement Year                                     2.2 (c) (ii) & (iii)

IRC                                                  1.1

Incentive Plans                                      2.2 (c) (ii)

Participant                                          1.1

Plan                                                 1.1

Retirement Plan                                      1.1

Retirement Plan Benefit                              2.2 (a)

Subsection 5.8                                       2.2 (c) (iv)

Supplemental Benefits                                1.4 & 2.3

Surviving Spouse                                     1.1

UAL Companies                                        1.1

                                                     


                               - ii -



                      UNITED AIR LINES, INC.
                   SUPPLEMENTAL RETIREMENT PLAN
                   ----------------------------

                    (As amended and restated
                   effective January 1,
 1989)

                            SECTION 1
                            ---------

                          Introduction
                          ------------

     1.1     Purpose.     The United Air Lines, Inc. Supplemental
Retirement Plan (the "Plan") is maintained by United Air Lines,
Inc. (the "Company") for the purpose of supplementing the
retirement incomes payable under the United Air Lines, Inc.
Non-Union Ground Employees' Retirement Plan or any successor plan
(the "Retirement Plan") to certain employees of the Company who
meet the requirements of section 2.1 of this Plan (each a
"Participant") or, if any such employee dies, his surviving
spouse, if any, to whom a pre-retirement survivor benefit is
payable under the Retirement Plan ("Surviving Spouse"), as
authorized by resolutions of the Company's Board of Directors
adopted on April 24, 1980, October 25, 1984, November 28, 1986,
June 1, 1987, and January 31, 1990.  Except as otherwise provided
in section 2.5, it is the intent of this Plan to pay benefits
only if a Participant's last employment with the UAL Companies is
with the Company.  The "UAL Companies" (individually a "UAL
Company") are UAL Corporation (formerly named Allegis
Corporation) and all other companies that together with UAL
Corporation are or have been members of a controlled group of
corporations as defined in 414(b) of the Internal Revenue Code
of 1986 ("IRC").

     1.2.    Effective Date.    The Plan became effective
January 1, 1987 (the "Effective Date") and is amended and
restated effective January 1, 1989.

     1.3.    Administration.     The Plan will be administered
by the Committee appointed by the Board of Directors for the
purpose of administering the Retirement Plan, currently the
Pension and Welfare Plans Administration Committee.  In
administering this Plan the Committee will have all of the same
rights, duties, obligations, discretions, and protections it
possesses in connection with the administration of the Retirement
Plan, except for any duty or obligation related to maintaining
this Plan as a qualified plan under the IRC.

     1.4.    Funding.    Benefits payable under this Plan
("Supplemental Benefits") to or on account of any Participant
will be paid directly by the Company and will be reflected on the
books of the Company as a general unsecured and unfunded
obligation of the Company unless and until this Plan is amended
to provide for a trust or other method of Plan funding.


                            SECTION 2
                            ---------

             Participation and Supplemental Benefits
             ---------------------------------------

     2.1.    Participation.     A person will become a
Participant in this Plan if he is a "Participant" (as defined in
the Retirement Plan) in the Retirement Plan on or after the
Effective Date and if he meets the eligibility requirements of
section 2.2 of this Plan.

     2.2.    Eligibility for Supplemental Benefits.     A
Participant, or his Surviving Spouse, will be eligible for
Supplemental Benefits under the Plan if:

     (a)   On or after the Effective Date, he becomes entitled
           to a Retirement Income Benefit, a Vested Termination
           Benefit, a Pre-Retirement Survivor Benefit, or a Minimum
           Spouse's Benefit, as the case may be, under the Retirement
           Plan (any such benefit being hereafter referred to as a
           "Retirement Plan Benefit");

     (b)    Except as otherwise provided in section 2.5 of this
            Plan, the Company is the last of the UAL Companies for
            which the Participant worked before he ceased all
            employment with the UAL Companies; and

     (c)    Any one or more of the following is true with
            respect to the Participant:

               (i)     his Retirement Plan Benefit is reduced
          because of the limits imposed by IRC 415 or any
          successor provision;

               (ii)    he, at any time before or after the
          Effective Date, participated in the United Air Lines,
          Inc. Management Incentive Plan, the UAL Corporation
          Incentive Compensation Plan, or any predecessor plan of
          either (the "Incentive Plans"), and payment of all or
          any portion of any incentive award under the Incentive
          Plans that otherwise would have been paid to him in a
          year (the "Entitlement Year") is instead deferred until
          a later year (any such Award is hereafter referred to
          as a "Deferred Incentive Award"), resulting in the
          exclusion of all or a portion of the Deferred Incentive
          Award from the Earnings taken into account under the
          Retirement Plan for the purpose of calculating a
          Retirement Plan Benefit;

               (iii)   he, at any time before or after the
          Effective Date, deferred a portion of his compensation




                                  -2-

        
          pursuant to resolutions of the Company's Board of
          Directors adopted on November 28, 1986 from the year
          during which it otherwise would have been paid to him
          ("Entitlement Year") to a later year (any such deferred
          compensation is hereafter referred to as a "Deferred
          Payment"), resulting in the exclusion of all or a
          portion of the Deferred Payment from the Earnings taken
          into account under the Retirement Plan in calculating a
          Retirement Plan Benefit;

               (iv)   his Retirement Plan Benefit is reduced
          because of the application of subsection 5.8 (or any
          successor provision) of the Retirement Plan
          ("Subsection 5.8") in the determination of his Accrued
          Benefit under the Retirement Plan;

               (v)    his Retirement Plan Benefit is reduced
          because the Company elected to use Alternative IID
          provided in IRS Notice 88-131, I.R.B. 1988-52, dated
          December 27, 1988, as it later may have been amended,
          supplemented, or clarified (the "Alternative IID
          Limitation"); or

               (vi)   his Retirement Plan Benefit is reduced
          because of the limits imposed by IRC 401(a)(17) or any
          successor provision.

     2.3.     Amount of Supplemental Benefits.     A Participant
or his Surviving Spouse will be entitled to monthly Supplemental
Benefits payable under this Plan in an amount equal to the excess
of:

     (a)   The Retirement Plan Benefit that would have been
           payable if (i) the amount of each Deferred Incentive Award
           and each Deferred Payment, in each case if any, had been
           included in the participant's Earnings under the
           Retirement Plan for the Entitlement Year and (ii) such
           benefit had been determined without regard to the
           limitations on such benefit imposed by IRC 415 and
           401(a)(17) or any successor provisions, without regard to
           Subsection 5.8, and without regard to the Alternative IID
           Limitation; over

     (b)   The Retirement Plan Benefit that is payable.

     2.4.     Payment of Supplemental Benefits.     The
Supplemental Benefits payable to a Participant or Surviving
Spouse under this Plan will be paid in the same manner and form,
to the same person or persons (including beneficiaries under the
Retirement Plan), and at the same time as his or their Retirement
Plan Benefits; provided, however, that until the Retirement Plan
is amended to



                                  -3-


comply with those qualification requirements described in Income
Tax Regulations 1.401(b)-l(b)(2)(ii) (TRA `86) as contemplated
by Subsection 5.8 (the "Amendments"), no payments will be made
under this Plan with respect to a Participant who is a highly
compensated employee within the meaning of IRC 414(q)(1)(A) or
(B) and who terminated employment with the Company on or after
January 1, 1989 unless the recipient of such payments executes
and delivers to the Committee such agreements and documents as
the Committee may reasonably request providing for repayment to
the Company of so much of such payments as is duplicative of
payments made retroactively by the Retirement Plan as a result
of the Amendments.

     2.5.     Other Supplemental Benefit Plans.
Notwithstanding anything to the contrary in this Plan, if a
Participant or Surviving Spouse is entitled to both a
Supplemental Benefit under this Plan and one or more similar
benefits under one or more supplemental benefit plans of any of
the other UAL Companies, then any such Supplemental Benefit due
under this Plan will be reduced to the extent necessary to ensure
that the Participant or Surviving Spouse does not receive
aggregate supplemental benefits in excess of the Supplemental
Benefit that would be due under this Plan if all of the
Participant's employment and compensation with all of the UAL
Companies had instead been solely for the Company.  If a person
would have been a Participant in this Plan but for his failure to
meet the condition of section 2.2(b) hereof that his last
employment with the UAL Companies was for the Company, and if he
met any of the conditions of section 2.2(c) of this Plan during
his employment with the Company, and if none of the supplemental
benefit plans of any of the other UAL Companies pays him the
Supplemental Benefit he would have been entitled to under this
Plan had he met the condition of section 2.2(b), then this Plan
will pay such Supplemental Benefit based solely on his employment
with the Company and, for vesting purposes only, his service with
the UAL Companies.  In no event will this section 2.5 be
construed to provide a Supplemental Benefit, or reduce the
Supplemental Benefit payable hereunder as a result of that
portion of any Supplemental Benefits payable by any UAL Company,
with respect to a Participant's employment with any UAL Company
during any period when such UAL Company was not together with UAL
Corporation a member of a controlled group of corporations as
defined in  IRC 414(b).

                            SECTION 3
                            ---------

                       General Provisions
                       ------------------

     3.1.      Employment Rights.     The establishment of the
Plan will not be construed to give any Participant the right to
be retained in the Company's service or to any benefits not
specifically provided by the Plan.



                                  -4-


     3.2.      Interest Not Transferable.     Except as to the
withholding of any tax (including Social Security and
unemployment taxes, if applicable) under the laws of the United
States or any state, the interests of any Participant, Surviving
Spouse, or beneficiary under the Plan are not subject to the
claims of their creditors and may not be voluntarily or
involuntarily transferred, anticipated, assigned, alienated,
encumbered, or subjected to attachment, garnishment, levy,
execution, or other legal or equitable process.

     3.3.      Incompetency.     Any Supplemental Benefits payable
hereunder to any person under a legal disability or who in the
judgment of the Committee is unable to properly manage his
financial affairs may be paid to the legal representative of such
person in any manner in which the Committee may select.

     3.4.      Gender and Number.     Where the context admits,
words in the masculine gender include the feminine gender, the
plural includes the singular, and the singular includes the
plural.

     3.5.      Controlling Law.      To the extent not superseded
by the laws of the United States, the laws of Illinois will
control in all matters relating to the Plan.

     3.6.      Successors.     This Plan is binding on the
Company and any successor to the Company, whether such succession
is by way of purchase, merger, consolidation, or otherwise.

     3.7.      Action by the Company.     Any action required or
permitted by the Company will be by resolution of its Board of
Directors or any person or persons authorized by resolution of
its Board of Directors.

     3.8.      Defined Terms.     Terms used herein with initial
capitalization that are not defined herein or do not otherwise
clearly have another meaning will have the meaning given such
terms in the Retirement Plan.


                            SECTION 4
                            ---------

                    Amendment and Termination
                    -------------------------

     While the Company expects to continue the Plan, it reserves
the right to amend the Plan from time to time or to terminate the
Plan, provided, however, that no amendment or termination may
reduce Supplemental Benefits that have already accrued to a
Participant under the Plan to the date of such amendment or
termination or that would accrue in the future under the Plan as
a result of a Participant accumulating additional years of
Participation under the Retirement Plan (unless any such
reduction is compensated for by a corresponding and related
increase in such Participant's Retirement Plan Benefit), nor may
the Plan be amended to reduce or eliminate any Supplemental
Benefit based



                                  -5-



on the difference between (i) Retirement Plan Benefits determined
without regard to IRC 415, IRC 401(a)(17), or any successor
provisions and (ii) Retirement Plan Benefits.

     IN WITNESS WHEREOF, the Company has caused this Plan to be
amended and restated and, as amended and restated, to be executed
on its behalf, its corporate seal to be affixed, and such
execution to be attested to by its duly authorized officers as of
January 1, 1989.


                              UNITED AIR LINES, INC.
                              
                              
                              By:  /s/ Edward H. Hoenicke
                                   ----------------------
                                       Edward H. Hoenicke
                                       Senior Vice President and
                                       General Counsel and
                                       Chairman, Pension and
                                       Welfare Plans Administration
                                       Committee
                              
                                                    [Seal]
                              
                              
                              
Attest:


/s/ Joseph T. Kane
- ------------------
Joseph T. Kane
Secretary

                                  
                                  -6-




       UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN
       ---------------------------------------------------

This is a defined benefit plan and a non IRS qualified plan
covering non-union ground employees whose last employment is with
the Company.  The purpose of this Plan is to supplement the
retirement incomes payable under the United Air Lines, Inc. Non-
Union Ground Employees' Plan or any successor plan to certain
employees of the Company, or the surviving spouse when
applicable.

Plan No. NA                                           Key
- -----------                                           ---

A: 1/1/87                                             A = Adopted
E: 1/1/87                                             E = Effective
B: 4/24/80, 10/25/84, 11/28/86 & 6/1/87               B = Board Resolution
D: NA                                                 D = IRS Determination
                                                          Date
                                                      NA = Not Applicable


                        AMENDMENT SUMMARY
                        -----------------
No amendments.





                                                    Exhibit 10.36
                                                    -------------


                                
                           Officer Benefits
               UAL Corporation and United Air Lines, Inc.
               ------------------------------------------


Travel Benefits
- ---------------

Positive-space travel is provided on United for active and
retired officers of UAL and United and their eligible dependents,
and cash payments are made to federal and state tax authorities
on behalf of each active officer to cover tax liability on up to
$12,000 in value of travel benefits, and for retired officers on
up to $6,000 in value of travel benefits.  This benefit includes
admission to United's Red Carpet Club.  For purposes of this
policy, officers who are also directors of UAL receive the
benefits provided to directors.


Financial Advisory Services
- ---------------------------

Financial advisory services are provided to designated officers
of UAL and United.  Reimbursement is limited to $7,000 in the
first year the officer is admitted to the program, and to $4,000
per year thereafter.  Unused reimbursements may be carried over
and used in succeeding years.


Club Memberships
- ----------------

Payment is made by United for the cost of social club memberships
for designated officers.  The Company does not pay dues for clubs
which discriminate on the basis of race, sex, religion or
national origin.  Such memberships are authorized by the Chairman
consistent with long-standing
 company policies.


Welfare Benefits
- ----------------

All officers of UAL and United may elect "Split-Dollar" life
insurance.  Under the split-dollar program, officers receive
whole life coverage equal to approximately three times base
salary less $50,000.  United and the officer share the
responsibility for the premiums.  United recovers its payments
from the cash value of the policy.  Officers also receive 24-Hour
Accidental Death and Dismemberment (AD&D) insurance coverage
which pays up to a $250,000 benefit upon the accidental death or
dismemberment of the insured.

Officers are covered by a self-insured supplemental long term
disability plan which provides a supplement to the Company's
disability benefit for certain management employees equal to 50%
of monthly pay in excess of $20,000.


Company Cars
- ------------

The Chairman, President and certain other senior officers are
entitled to the use of cars owned or leased by United.




                                                     Exhibit 10.37
                                                     -------------


                               AGREEMENT
                               ---------


            THIS AGREEMENT (the "Agreement") is made and entered
into as of ___________ (the "Effective Date")* between United Air
Lines, Inc. ("UA") and UAL Corporation ("UAL," "UA" and "UAL"
sometimes collectively referred to as "United") and
__________________ residing at _____________________________
(sometimes referred to as "Executive").

            WHEREAS, Executive has served and is presently
serving as an officer of UA (such position is hereinafter
referred to as the "Executive Position"), and may hold various
other positions and directorships with UA, UAL, or subsidiaries
or affiliates thereof;

            WHEREAS, United and Executive have entered into a
letter agreement, dated as of October 6, 1998 (the "Initial
Agreement") governing the circumstances under which this
Agreement shall be entered into;

            WHEREAS, a "United Breach" and a "Triggering Event"
(each as defined in the Initial Agreement) have occurred;

            WHEREAS, United wishes to retain certain limited
services of Executive, and Executive wishes to provide said
services to United, in accordance with the terms and conditions
set forth herein; and

            WHEREAS, Executive has agreed in this Agreement to
provide such services and to release United from certain
liabilities, as set forth in this Agreement, arising out of
Executive's ceasing to serve in
 the Executive Position;

            NOW, THEREFORE, it is agreed by and between United
and Executive as follows:

           1.         Relinquishment of Title, Continued
Employment.  Executive hereby ceases to serve in the Executive
Position, effective as of the Effective Date.  Thereafter,
Executive will continue to be actively employed by United, but
Executive will perform services for United by being "on call",
including testifying on behalf of United, and subject to such
other assignments consistent with Executive's experience and
reasonably acceptable to Executive as may be reasonably requested
by either the person who is Executive's supervisor immediately
prior to the United Breach (the "Supervisor") or the Supervisor's
successor.

           2.         Time Period of Employment; Retirement.  A.
United agrees to employ Executive


______________________________________________
*This date is to be the date on which the Triggering Event
occurs.




and Executive agrees to be employed by United on the basis stated
in Paragraph 1 from the Effective Date through the earlier of (i)
except as provided in Paragraph 2(B) below, 11:59 pm. on the
second anniversary of the Effective Date or (ii) the termination
of this Agreement and Executive's employment pursuant to
Paragraph 4 hereof (such period, the "Term").

           B.         If during the period commencing on the day
following the second anniversary of the Effective Date and ending
on the fifth anniversary of the Effective Date, Executive would
first qualify for UA Retired Employee Status, as defined in
United's Employee Policy Manual - Series 15 ("Retirement
Status"), clause (i) of Paragraph 2(A) above shall refer to the
last day of the first month that Executive so qualifies (such
date, the "Qualifying Date").

           C.         If Executive qualifies for Retirement
Status at the end of the Term, Executive shall be deemed to have
retired at the end of the Term for purposes of United's employee
benefit plans, including, but not limited to, pension plans,
retiree medical plans and retiree travel policies (collectively,
the "United Benefit Plans") in accordance with the terms of each
United Benefit Plan.  Notwithstanding the foregoing, if the Term
ends pursuant to Paragraph 2(A)(ii) above, by virtue of the
operation of (1) Paragraph 4(A)(i), (ii) or (iv) below, Executive
shall not be deemed to have retired at the end of the term for
purposes of the United Benefit Plans; or (2) Paragraph 4(A)(iii)
below, Executive will be governed by United's illness leave of
absence policy and the benefits provided thereunder (other than
any provision that would provide Executive with a right to resume
employment with United) at the end of the Term, unless, if
Executive qualifies for Retirement Status, Executive elects to
retire in lieu of being governed by such policy.  Notwithstanding
any other provision hereof, Executive's qualification for
retirement with respect to the Equity Plans and the Other Grants
(each as defined in Paragraph 3(C)(vii) hereof) shall be
determined pursuant to the provisions of Paragraph 3(C)(vii)
hereof.

           3.         Compensation and Benefits.  A.  Accrued
Benefits; Salary.  (i)  United will pay or provide to Executive
within 15 days following the Effective Date all amounts and
benefits which Executive would have received between the date of
the United Breach and the Effective Date had no United Breach
occurred, and which have not been previously paid or provided,
which amounts and benefits shall be determined without regard to
any United Breach.

                       (ii)   United will pay Executive during
the Term a monthly salary equal to Executive's monthly salary
(the "Basic Salary") as in effect immediately prior to the
occurrence of the United Breach; provided, however, that if the
Term is extended pursuant to Paragraph 2(B) hereof, the salary
payable per month to Executive shall equal (a) the Basic Salary
multiplied by 24, divided by (b) the number of whole and partial
months between the Effective Date and the Qualifying Date.  Such
payments will be made on the same schedule as salary payments are
made to actively employed officers of United from time to time,
currently the 15th and last day of each month.  Any amounts will
be prorated for any partial month.  All payments will be subject
to withholding for taxes and other purposes as required by
applicable law.  During the Term, Executive will not be entitled
to any increase nor subject to any decrease in such salary
payments.
                                
                                
                                2

           B.         Incentive Compensation.  Within 15 business
days following the Effective Date, United shall pay to Executive
a lump sum cash payment equal to Executive's target "incentive
opportunity" (as defined in UA's Incentive Compensation Plan as
in effect immediately prior to the United Breach, or any
comparable replacement plan (such plan or replacement plan, the
"Incentive Compensation Plan")), multiplied by a fraction, the
numerator of which is the number of days between January 1st of
the year in which the Effective Date occurs and the Effective
Date, and the denominator of which is 365.  In addition, if
Executive's incentive opportunity with respect to the immediately
preceding fiscal year has not yet been paid or deferred as of the
Effective Date, Executive shall be paid Executive's incentive
opportunity, if any, that would have been paid with respect to
such fiscal year, calculated without regard to any United Breach
that would adversely affect the computation of such incentive
opportunity, which payment shall made to Executive at the time it
would otherwise have been paid pursuant to terms of the Incentive
Compensation Plan.  United shall also pay Executive during the
Term a monthly payment (the "Monthly Incentive Payment") equal to
one-twelfth of Executive's target incentive opportunity (as
defined in the Incentive Compensation Plan, and calculated by
reference to the Basic Salary); provided, however, that if the
Term is extended pursuant to Paragraph 2(B) hereof, the amount
payable per month to Executive shall equal (i) the Monthly
Incentive Payment multiplied by 24, divided by (ii) the number of
whole and partial months between the Effective Date and the
Qualifying Date.  All payments will be subject to withholding for
taxes and other purposes as required by applicable law.  During
the Term, Executive will not be entitled to any increase nor
subject to any decrease in such incentive payments.

           C.         Benefits.  Notwithstanding what may be
provided to other active employees of United from time to time,
the only benefits that Executive shall be entitled to during the
Term are as follows:

           (i)  Free and Reduced Rate Transportation.
                United shall provide to Executive and his or her
                eligibles free and reduced rate transportation of the
                type granted to actively employed officers in
                accordance with company regulations as revised from
                time to time (the "Transportation Benefits"); provided,
                however, that if the Transportation Benefits, taken as
                a whole, are materially less favorable than United's
                transportation benefits as in effect as of October 1,
                1998 (the "Prior Transportation Benefits"), Executive
                shall be provided with benefits under this Paragraph
                3(C)(i) that are no less favorable to Executive than
                the Prior Transportation Benefits.

          (ii)  United Air Lines, Inc. Management and
                Salaried Employees' Retirement Plan.  Executive shall
                continue to participate in (A) the Retirement Plan and
                (B) the United Air Lines, Inc. Supplemental Retirement
                Plan in accordance with their terms (hereinafter
                collectively the "Retirement Plans").


                                3

                Executive shall be credited with 3 additional years of
                participation under the Supplemental Retirement Plan.

         (iii)  Management Medical/Dental.  Executive and
                his or her eligible dependents shall continue to be
                covered by the Management Medical/Dental Plan in the
                same manner as other active management employees.

          (iv)  Group Life Insurance.  Executive shall
                continue to be covered by Group Life Insurance
                including Contributory Life Insurance (if so covered),
                on the same basis as other active management employees,
                provided the appropriate payroll deductions are
                authorized and in accordance with the terms of the
                policies.

           (v)  Officer's Accidental Death and Dismemberment Insurance/
                Split Dollar Life Insurance.  Executive's Officer's 
                Accidental Death and Dismemberment coverage will continue 
                until the end of the Term.  If Executive is covered by the 
                Officer's Split Dollar Life Insurance as of the occurrence 
                of the United Breach, Executive will continue to be covered 
                by such insurance until the end of the Term.  In such
                event, the terms of Executive's coverage and option for
                continuation of the Officer's Split Dollar Life
                Insurance after the end of the Term will be explained
                in a separate letter upon the end of the Term.

          (vi)  Disability Income Benefits.  Executive will
                continue to be covered by United's long term disability
                plan (the "LTD Plan"), on the same basis as other
                active management employees, provided that Executive is
                qualified under the terms of the LTD Plan and Executive
                makes such payments as may be required by the Plan

         (vii)  (a) Stock.  Executive shall continue to participate 
                in United's equity incentive plans (the "Equity Plans") 
                with respect to grants made prior to the Effective Date.  
                Grants made prior to the Effective Date other than pursuant 
                to the Equity Plans (the "Other Grants") shall also remain 
                outstanding.  Except as otherwise provided in this Paragraph 
                3(C)(vii), nothing in this Agreement will increase or 
                diminish the right of Executive to exercise any stock option 
                that becomes exercisable according to the terms of the
                Equity Plans or the Other Grants, whether before or
                after termination.  Upon the end of the Term, Executive
                shall be deemed to have retired, regardless of
                Executive's age, for purposes only of the Equity Plans
                and the Other Grants, so that Executive's unvested
                options will continue to vest and Executive will be
                able to exercise Executive's options until the fixed
                expiration date thereof; provided, however, that if
                Executive does not qualify for Retirement Status at the
                end of the Term, then (A) if the Term ends pursuant to
                Paragraph 2(A)(ii) above, by virtue of the operation of
                Paragraph 4 (B)(ii) below, Executive shall not be
                deemed to have retired for purposes of the Equity Plans
                and the Other Grants; or (B) if Executive

                                
                                4

                takes a Competitive Position with a Competitor (each as 
                defined in Paragraph 4(B)(ii) hereof) during the one-year 
                period immediately following the end of the Term (the 
                date, if any, that the Competitive Position is taken, the 
                "Competition Date"), Executive shall be deemed to be no 
                longer retired as of the Competition Date for purposes of 
                the Equity Plans and the Other Grants, so that all then-
                unvested options held by Executive shall be forfeited
                and all then-vested options held by Executive shall be
                exercisable for the period following the Competition
                Date provided in the relevant Equity Plan or Other
                Grant (with the Competition Date deemed to be the date
                of termination of Executive's employment for purposes
                thereof) and, unless exercised, shall thereupon
                terminate and be forfeited.

                (b)     Executive will not be eligible for
                any grants made under the Equity Plans after the
                Effective Date.

        (viii)  Other Benefits.  Executive will continue to
                be eligible to participate in the stock purchase plan,
                401(k) plan, Flexible Spending Account and Employee
                Stock Ownership Plan, including any plan or plans
                adopted in substitution therefor, and including any New
                Employee Stock Ownership Plan (as defined in the
                Initial Agreement), and be eligible for payroll savings
                bonds on the same basis as other active employees.
                Executive will also be eligible to utilize the Credit
                Union subject to its rules.

          (ix)  Vacation and Holidays.  Executive agrees to
                forego any unused vacation time existing as of the
                Effective Date and no paid vacation or holiday time
                will be accrued or taken after the Effective Date.

           (x)  Outplacement Benefits.  For a period of 12
                months following the end of the Term, Executive will be
                provided with outplacement assistance appropriate to
                the Executive Position held by Executive prior to the
                United Breach.

           D.         Each of the benefits enumerated in
Paragraph 3(C) is subject to the practices, rules, and
regulations of United, as in effect from time to time.

           E.         (i)       Notwithstanding any other
provisions of this Agreement, in the event that any payment or
benefit received or to be received by Executive hereunder, when
taken together with any payment or benefits received or to be
received pursuant to the terms of any other plan, arrangement or
agreement with United, or any affiliate thereof (all such
payments and benefits being hereinafter called "Total Payments")
would be subject (in whole or part), to any excise tax (the
"Excise Tax") imposed under section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), then, the payments under
Paragraph 3(A) shall first be reduced, the payments under
Paragraph 3(B) shall thereafter be reduced and individual
benefits under Paragraph 3(C) shall thereafter be eliminated, to
the extent necessary so that no portion of the

                                
                                5

Total Payments is subject to the Excise Tax, but only if (A) the
net amount of such Total Payments, as so reduced (and after
subtracting the net amount of federal, state and local income
taxes on such reduced Total Payments) is greater than or equal to
(B) the net amount of such Total Payments without such reduction
(but after subtracting the net amount of federal, state and local
income taxes on such Total Payments and the amount of Excise Tax
to which Executive would be subject in respect of such unreduced
Total Payments); provided, however, that Executive may elect to
have individual benefits under Paragraph 3(C) eliminated prior to
any reduction of the cash payments under Paragraphs 3(A) and
3(B).

           (ii)         For purposes of determining
whether and the extent to which the Total Payments will be
subject to the Excise Tax, (i) no portion of the Total Payments
the receipt or enjoyment of which Executive shall have waived at
such time and in such manner as not to constitute a "payment"
within the meaning of section 280G(b) of the Code shall be taken
into account, (ii) no portion of the Total Payments shall be
taken into account which, in the opinion of tax counsel ("Tax
Counsel") reasonably acceptable to Executive and selected by the
accounting firm (the "Auditor") which was, immediately prior to
the United Breach, United's independent auditor, does not
constitute a "parachute payment" within the meaning of section
280G(b)(2) of the Code (including by reason of section
280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no
portion of such Total Payments shall be taken into account which,
in the opinion of Tax Counsel, constitutes reasonable
compensation for services actually rendered, within the meaning
of section 280G(b)(4)(B) of the Code, in excess of the Base
Amount (as defined in section 280G(b)(3) of the Code) allocable
to such reasonable compensation, and (iii) the value of any
non-cash benefit or any deferred payment or benefit included in
the Total Payments shall be determined by the Auditor in
accordance with the principles of sections 280G(d)(3) and (4) of
the Code.

           4.        Termination of Employment Under Agreement.

           A.         Non-Election of Executive.  Executive's
employment under this Agreement shall terminate and Executive will 
no longer have the status of an active employee of United and will
no longer be entitled to any of the benefits of this Agreement
(including the entitlement to the payment and benefits described in 
Paragraph 3(C), other than those required by law or otherwise
vested), on the happening of the earliest of the following events:

           (i)         Executive's death;

           (ii)        Any material breach by Executive of Paragraph 
                       6 or 9 hereof or the failure by Executive to
                       provide notice to United pursuant to Paragraph
                       4(B)(ii) hereof;

           (iii)       Executive's qualification for long term disability 
                       benefits under the terms of any long term
                       disability plan or program of United, regardless of
                       whether Executive is enrolled in any such plan or
                       program; or

           (iv)        Executive's termination for Cause (as defined below).
                                
                                
                                6

For purposes hereof, "Cause" shall mean (a) the willful and
continued failure by Executive to substantially perform
Executive's duties with United, including the duties set forth
under Paragraph 7 hereof (other than any such failure resulting
from Executive's incapacity due to physical or mental illness)
after a written demand for substantial performance is delivered
to Executive by the Board of Directors of UAL (the "Board"),
which demand specifically identifies the manner in which the
Board believes that Executive has not substantially performed
Executive's duties, (b) the willful engaging by Executive in
conduct, including any conduct that is a violation of Executive's
duties set forth under Paragraph 8 hereof, which is demonstrably
and materially injurious to United or its subsidiaries,
monetarily or otherwise or (c) Executive's conviction for the
commission of a felony.  For purposes of clauses (a) and (b) of
this definition, no act, or failure to act, on Executive's part
shall be deemed "willful" unless done, or omitted to be done, by
Executive not in good faith and without reasonable belief that
Executive's act, or failure to act, was in the best interest of
United.

           B.         Election of Executive.  (i)  During the
Term, if Executive elects to terminate his or her employment for
any reason, Executive will receive, in lieu of any further
payments under Paragraphs 3(A)(ii) and 3(B) above (such payments,
the "Monthly Payments"), a one time lump sum payment (subject to
withholding for taxes and other purposes as required by
applicable laws) in an amount equal to the sum of the remaining
Monthly Payments payable under this Agreement, and will no longer
be entitled to any benefits under Paragraph 3(C) (other than
benefits required by law or otherwise vested).  Before
Executive's election to terminate under this paragraph can become
effective, Executive must have provided United seven (7) days'
written notice of his or her election by registered mail
addressed to the General Counsel of United at its principal World
Headquarters offices.  Executive's termination of employment will
be as of the seventh (7th) day after receipt by United of such
notice, at which time he or she will no longer have the status of
an active employee of United (including the entitlement to
benefits described in Paragraph 3(C), other than benefits
required by law or otherwise vested).

           (ii)       Notwithstanding the foregoing provisions
of this Paragraph 4(B), during the Term, if Executive elects to
terminate his or her employment by taking a Competitive Position
(as defined below) with a Competitor (as defined below):

           (A)       Upon agreeing to such employment (including
for purposes of this Paragraph 4(B)(ii)(A) any employment which
commences during the one-year period immediately following the
end of the Term, if Executive does not qualify for Retirement
Status at the end of the Term), Executive must immediately so
notify United in writing by registered mail addressed to the
General Counsel of United at its principal World Headquarters
offices;

           (B)       Executive will be deemed to have elected to
terminate his or her employment under this Agreement (including
the entitlement to benefits described in Paragraph 3(C))



                                7

effective as of the day Executive becomes employed by such
Competitor; and

           (C)        Executive will be entitled to no further
compensation after such effective date.

For purposes of this Agreement, (1) "Competitor" means any
airline or air carrier or any company affiliated, directly or
indirectly, with another airline or air carrier and (2)
"Competitive Position" means becoming employed by, become a
member of the board of directors of, a consultant to, or to
otherwise provide services of any nature to a Competitor directly
or indirectly.

           C.         Survival.  Notwithstanding any termination
of Executive's employment under this Agreement, Executive shall
continue to be bound by (1) the provisions of Paragraphs 6
through 16 hereof, (2) the proviso to the final sentence of
Paragraph 3(C)(vii)(a) and (3) the provisions of Paragraph
4(B)(ii)(A) hereof.

           5.          Regulations.  During his or her
employment, Executive will be governed by applicable United
regulations, as in effect from time to time, to the extent that
such regulations are consistent with Executive's status as an
on-call employee.

           6.           Confidentiality.

           A.          For purposes of this Agreement
"Confidential Information" shall mean and include, but not be
limited to, the kinds of services provided or proposed to be
provided by United to customers, the manner in which such
services are performed or offered to be performed, information
concerning United's fleet plan, cost structure, strategic plan,
labor strategy, information concerning the creation, acquisition
or disposition of products and services, personnel information,
and other trade secrets and confidential or proprietary
information concerning United's business, but shall not include
information which (I) is or becomes generally available to the
public other than as a result of a disclosure by Executive, (II)
was available to Executive on a non-confidential basis prior to
its disclosure by UAL or UA, or (III) becomes available to
Executive on a non-confidential basis from a person other than
UAL, UA or their officers, directors, employees or agents who is
not otherwise bound by any confidentiality obligations with
respect to the information provided to Executive (the
"Confidential Information").

           B.        (i) Executive acknowledges that: (a)
United's business is intensely competitive and that Executive's
employment by United has required and during the Term may
continue to require that Executive have access to and knowledge
of Confidential Information of United, (b) the direct or indirect
disclosure of any Confidential Information would place United at
a disadvantage and would do damage, monetary or otherwise, to
United's business, and (c) the engaging by Executive in any of
the activities prohibited by this Paragraph 6 may constitute
improper appropriation or use of such Confidential Information.
Executive expressly acknowledges the trade secret status of the
Confidential Information and that the Confidential Information
constitutes a protectible business interest of United.
                                
                                
                                8




           (ii)  Whether directly or indirectly, individually,
as a director, stockholder, owner, partner, employee, principal,
or agent of any business, or in any other capacity, during the
Term of this Agreement and for the three (3) year period
thereafter, Executive shall not make known, disclose, furnish,
make available or utilize any of the Confidential Information,
other than in the proper performance of the duties contemplated
under this Agreement.  Executive shall return any tangible
Confidential Information, including photocopies, extracts and
summaries thereof, or any such information stored electronically
on tapes, computer disks, or in any other manner that Executive
has in his or her possession (a) on the Effective Date of this
Agreement, (b) at the end of the Term, and (c) at such time as
United requests Executive to do so.

           (iii)  Executive acknowledges and agrees that due to
the confidential and proprietary nature of the Confidential
Information he or she possesses, a breach or threatened breach by
him or her of any of the provisions contained in this Paragraph 6
will cause United irreparable injury.  Therefore, in addition to
any other rights or remedies, Executive agrees that United shall
be entitled to a temporary, preliminary, and permanent injunction
enjoining or restraining Executive from any such violation or
threatened violation, without the necessity of proving the
inadequacy of monetary damages or the posting of any bond or
security.  Executive consents to jurisdiction for such
enforcement in any state or federal court in the State of
Illinois.

           (iv)  Executive further acknowledges and agrees that
due to the uniqueness of his or her services and confidential
nature of the Confidential Information he or she possesses, the
covenants set forth herein are reasonable and necessary for the
protection of the business and goodwill of United.

            Executive understands that it is United's intent to
have this promise of confidentiality enforced to its fullest
extent.  Accordingly, Executive and United agree that, if any
portion of this promise of confidentiality is unenforceable, the
court should still construe and enforce this promise of
confidentiality to the fullest extent permitted by law.

           C.        Executive agrees to keep the terms of and
circumstances surrounding this Agreement and of his or her
working arrangement, as defined herein, confidential except that
the source and amount of his or her income may be revealed as
necessary for tax, loan purposes and the like.

           7.        Non-Disparagement.  A.  Executive agrees
not to make, or cause to be made, any statement, observation or
opinion, or communicate any information (whether oral or written,
directly or indirectly) that (a) accuses or implies that United
and/or any of its parents, subsidiaries and affiliates, together
with their respective present or former officers, directors,
partners, shareholders, employees and agents, and each of their
predecessors, successors and assigns, engaged in any wrongful,
unlawful or improper conduct, whether relating to Executive's
employment (or the termination thereof), the business or
operations of United, or otherwise; or (b) disparages, im-
                                
                                
                                9

pugns or in any way reflects adversely upon the business or
reputation of United and/or any of its parents, subsidiaries and
affiliates, together with their respective present or former
officers, directors, partners, shareholders, employees and
agents, and each of their predecessors, successors and assigns.

           B.        United agrees not to willfully authorize
any statement, observation or opinion (whether oral or written,
direct or indirect) that is materially injurious to Executive and
that (a) accuses or implies that Executive engaged in any
wrongful, unlawful or improper conduct relating to Executive's
employment with United or (b) disparages, impugns or in any way
reflects adversely upon the reputation of Executive.

           C.        Nothing herein shall be deemed to preclude
Executive or United from providing truthful testimony or
information pursuant to subpoena, court order or similar legal
process.

           8.         Non-Solicitation of Employees.  Executive
agrees that Executive will not, for a period of two years
following the Effective Date, directly or indirectly, for the
benefit of any Competitor (as defined in Paragraph 4(B) hereof)
of United, solicit the employment or services of, hire, or assist
in the hiring of any person eligible for the Incentive
Compensation Plan.

           9.        Assent and Release.  A.   In consideration
for the payments and benefits provided in this Agreement,
Executive hereby voluntarily, knowingly, willingly, irrevocably,
and unconditionally releases UA and UAL together with their
respective parents, subsidiaries and affiliates, and each of
their respective officers, directors, employees, representatives,
attorneys and agents, and each of their respective predecessors,
successors and assigns (collectively, the "Releasees") from any
and all charges, complaints, claims, liabilities, obligations,
promises, agreements, causes of action, rights, costs, losses,
debts, and expenses of any nature whatsoever, known or unknown,
which against them Executive or his or her successors or assigns
ever had, now have or hereafter can, shall or may have (either
directly, indirectly, derivatively or in any other representative
capacity) by reason of any matter, fact or cause whatsoever
arising from the beginning of time to the date of this Agreement,
including without limitation all claims arising under Title VII
of the Civil Rights Act of 1991, the federal Age Discrimination
in Employment Act of 1967 ("ADEA"), the Americans with
Disabilities Act of 1990, the Employee Retirement Income Security
Act of 1974, the Family and Medical Leave Act of 1993, the Equal
Pay Act of 1963, each as amended; and all other federal, state or
local laws, rules, regulations, judicial decisions or public
policies now or hereafter recognized, including but not limited
to the California Fair Employment and Housing Act, the Colorado
anti-discrimination laws, the Illinois Human Rights Act, the New
Jersey Law Against Discrimination and the New York City and State
Human Rights Law, each as amended.  This release by Executive of
the Releasees also includes, without limitation, all claims
arising under each employee pension, employee welfare, and
executive compensation plan of United now in effect or hereafter
adopted, except for any benefits to be provided to Executive
under this Agreement or in the normal course of Executive's

                               
                               10

employment through the Effective Date.  It is agreed that this
paragraph shall survive termination of the Agreement.  Nothing in
this Paragraph 9 shall affect or impair any right that Executive
has to either (1) indemnification pursuant to United's bylaws or
applicable law or (2) any vested benefit under United's employee
benefit plans.

           B.         Executive expressly acknowledges and
agrees that, by entering into this Agreement, Executive is
waiving any and all rights or claims that he or she may have
arising under the ADEA, as amended, which have arisen on or
before the date of execution of this Agreement.  Executive
further expressly acknowledges and agrees that:

           (i)    In return for this Agreement, Executive
                  will receive compensation beyond that which he or she
                  was already entitled to receive before entering into
                  this Agreement;

           (ii)   Executive has been advised by United to
                  consult with an attorney before signing this Agreement;

           (iii)  Executive was given a copy of this Agreement on or 
                  before October 15, 1998, and was given another copy 
                  of this Agreement on ________________.*  Executive 
                  has been informed that Executive has not less
                  than forty-five (45) days from ____________** within
                  which to consider the Agreement and, if Executive
                  considers this Agreement for fewer than 45 days, then
                  Executive agrees that he or she has had a reasonable
                  period of time to consider the Agreement; and

           (iv)   Executive was informed that Executive had seven (7) 
                  days following the date of execution of the
                  Agreement in which to revoke the Agreement.  After
                  seven (7) days this Agreement will become effective,
                  enforceable and irrevocable unless written revocation
                  is received by the undersigned from Executive on or
                  before the close of business on the seventh (7th) day
                  after Executive executed this Agreement.  If Executive
                  revokes this Agreement it shall not be effective or
                  enforceable and Executive will not receive the
                  compensation or benefits described in this Agreement.

           C.     Waiver of Unknown Claims.  It is the intention of Executive 
and United in executing this Agreement that the same shall be effective as a 
bar to each and every claim, demand and cause of action hereinabove specified.  
In furtherance of this intention, Executive hereby expressly waives any and
all rights and benefits conferred upon Executive by the
___________________________________
*This date is to be the date on which Executive is given another
copy of the Agreement following the occurrence of a Triggering
Event.

**This date is to be the date on which Executive is given another
copy of the Agreement following the occurrence of a Triggering
Event.
                               
                               
                               11

provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the
extent applicable to Executive, and expressly consents that this
Agreement shall be given full force and effect according to each
and all of its express terms and provisions, including as well
those related to unknown and unsuspected claims, demands and
causes of action, if any, as well as those relating to any other
claims, demands and causes of action hereinabove specified.
SECTION 1542 provides:

           "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
     THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
     FAVOR AT TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
     HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
     SETTLEMENT WITH THE DEBTOR."

           Executive acknowledges that Executive may hereafter
discover claims or facts in addition to or different from those
which Executive now knows or believes to exist with respect to
the subject matter of this Agreement and which, if known or
suspected at the time of executing this Agreement, may have
materially affected this settlement.

            10.       Non-Assignability, Assignment in the Event
of Acquisition or Merger.  This Agreement and the benefits
hereunder are not assignable or transferable by Executive; the
rights and obligations of United under this Agreement will
automatically be deemed to be assigned by United to any
corporation or entity into which United may be merged or
consolidate.

            11.       Applicable Law.  This Agreement shall be
construed in accordance with the laws of the State of Illinois,
and the rights and obligations of the parties hereunder shall be
construed and enforced in accordance with, and governed by the
laws of, the State of Illinois, without regard to principles of
conflict of laws.

            12.       Paragraph Reference.  Any reference to
paragraphs or subparagraphs shall be references to paragraphs or
subparagraphs of this Agreement unless expressly stated
otherwise.

            13.      Severability.  If any provision of this
Agreement or the application thereof is held invalid, the
invalidity shall not affect the other provisions or applications
of this Agreement which can be given effect without the invalid
provisions or application in accordance with the essential intent
and purpose of this Agreement, and to this end the provisions of
this Agreement are declared to be severable.  Moreover, if any
one or more of the provisions contained in this Agreement is held
to be excessively broad as to duration, scope, activity or
subject, such provisions will be construed by limiting and
reducing them so as to be enforceable to the maximum extent
compatible with applicable law and with the essential intent and
purpose of this Agreement.

            14.       Supersedes Prior Agreement(s).  This
Agreement and the Initial Agreement

                               
                               12

supersede and void any prior oral or written agreement relating
in any way to Executive's employment with UA or UAL which may
have been entered into between the parties hereto.  Any change to
this Agreement or the Initial Agreement after its respective
effective date must be in writing and must be executed by UA, UAL
and Executive.

            15.       No Mitigation.  United agrees that
Executive is not required to seek other employment or to attempt
in any way to reduce any amounts payable to Executive by United
pursuant to this Agreement.  Furthermore, the amount of any
payment or benefit provided for in this Agreement shall not be
reduced by any compensation earned by Executive as the result of
employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by Executive to United, or
otherwise.

            16.       Legal Fees, Arbitration.  United shall pay
to Executive all reasonable legal fees and expenses incurred by
Executive in disputing in good faith any issue hereunder or under
the Initial Agreement or in seeking in good faith to obtain or
enforce any benefit or right provided hereunder or under the
Initial Agreement.  Payments requested by Executive pursuant to
this Paragraph 16 shall be made, without exception, within five
(5) business days after delivery of Executive's written requests
for payment accompanied with such evidence of fees and expenses
incurred as United reasonably may require.  Any dispute or
controversy arising under or in connection with this Agreement or
the Initial Agreement shall be settled exclusively by arbitration
in Chicago, Illinois, in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration
Association then in effect.  Executive consents to arbitration in
Chicago, Illinois, as set forth above, agrees that judgment may
be entered in the courts of the State of Illinois on any such
arbitration award, consents to the jurisdiction of the courts of
Illinois, both state and federal, for the enforcement of any such
arbitration award and agrees not to disturb such choice of forum.
Notwithstanding the above, Executive further agrees that United
may seek temporary, preliminary or permanent injunctive relief to
enforce the provisions contained in Paragraph 6, without first
proceeding to arbitration.

            
                               13

                        United and Executive, having read and
understood this Agreement and, having consulted with others as
appropriate, hereby agree to be bound by its terms.

                        IN WITNESS WHEREOF, the parties have
executed this Agreement effective as of ___________, at the World
Headquarters of United Air Lines, Inc., 1200 East Algonquin Road,
Elk Grove Twp., Illinois 60007.


UAL CORPORATION AND                      EXECUTIVE
UNITED AIR LINES, INC.


By:  ___________________________         __________________________
     Name:
     Title:                              __________________________
                                         (Please print name)










                               14



                                                Exhibit 10.38
                                                      -------------


                  Supplemental Agreement No. 6
                                
                               to
                                
                   Purchase Agreement No. 1663
                                
                             between
                                
                       The Boeing Company
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
            Relating to Boeing Model 777-222 Aircraft


     THIS SUPPLEMENTAL AGREEMENT, entered into as of November 6,
1998 by and between THE BOEING COMPANY, a Delaware corporation
with its principal offices in Seattle, Washington, (Boeing) and
United Air Lines, Inc., a corporation (Buyer);


     WHEREAS, the parties hereto entered into Purchase Agreement
No. 1663 dated December 18, 1990, relating to Boeing Model 777-
222 aircraft (the Agreement) and;

     WHEREAS, Boeing and Buyer wish to amend the Agreement to
reflect the revised description of the "B" Market Aircraft.


NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to amend the Agreement as follows:

1.     In the third sentence of Paragraph 1.1.2 entitled "B
Market Aircraft Description," replace the words [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] with the words [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.     In Paragraph
 3.1.2 entitled "Basic Price for the Block A
"B" Market Aircraft",:

        (i)     Revise the title to read "Basic Price for Certain
Block A "B" Market and All Block B "B" Market Aircraft",


P.A. No. 1663                   S6-1                       SA6


        (ii)     Replace the words before subclause "(i)" with
the following:

        "The basic price of each of the Block A "A" Market,
except the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] Aircraft, and the basic price of all
Block B "B" Market Aircraft shall be equal to the sum of"

3.     In Paragraph 3.1.3 entitled "Basic Price for the Block B
"B" Market Aircraft,

       (i)     Revise the title to read "Basic Price for the
Remaining Block A "B" Market Aircraft.

       (ii)     Replace the words before subclause "(i)" with the
following:

        "The basic price of the [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Block A "B"
Market Aircraft shall be equal to the sum of"

4.     Exhibit A-2 is deleted and replaced with a revised Exhibit
A-2, which is attached hereto.  The prices of the changes listed
in the revised Exhibit A-2 hereto cancel and supersede any prices
previously quoted by Boeing for such changes in Change Requests,
Master Changes or Change Orders.

5.     Boeing and Buyer agree that the effects of Change Order 8
to the Agreement are incorporated in the revised Exhibit A-2
which is attached hereto.

The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.

                         ************************

             EXECUTED as of the day and year first above written.

THE BOEING COMPANY                  UNITED AIR LINES, INC.

By  /s/ Brian R. Belka              By /s/ Douglas A. Hacker
    ------------------                 ---------------------                   
                                           Douglas A. Hacker


Its Attorney-in-Fact                Its Senior Vice President and
    ----------------                    -------------------------
                                        Chief Financial Officer


P.A. No. 1663                S6-2                        SA6
                     
                     
                     AIRCRAFT CONFIGURATION
                                
                             between
                                
                       THE BOEING COMPANY
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
                                
                                
          Exhibit A-2 to Purchase Agreement Number 1663


P.A. No. 1663                     A-2                         SA6
                                   i


                     AIRCRAFT CONFIGURATION
                                
                     Dated November 6, 1998
                                
                           relating to
                                
            BOEING MODEL 777-222 "B" MARKET AIRCRAFT



    The Detail specification, referred to in Article 1 of the
Purchase Agreement for the "B" Market Aircraft is Boeing Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT], revision A dated as of
January 4, 1997.  Such Detail Specification will be comprised of
Boeing Configuration Specification [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as
amended to incorporate the applicable specification language as
further revised to reflect the effect of the changes set forth in
the Changes listed below, including the effects of such changes
on Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OEW).  It is understood and agreed that the Basic Price of the
"B" Market Aircraft set forth in Article 3 of this Agreement,
reflects and includes all applicable price effects of such
changes.


P.A. No. 1663                   A-2                        SA6
                                 ii


Exhibit A-2 to
Purchase Agreement No. 1663
Page 1

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 2

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 3

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 4

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 5

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 6

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 7

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 8


                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 9

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 10

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 11

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 12

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 13


                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 14

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 15

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 16

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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


Exhibit A-2 to
Purchase Agreement No. 1663
Page 17

                                                   FOLLOW-ON
                                                   PRICE
                                                   PER A/C
                              PRICE                [*CONFIDENTIAL
                              PER A/P              MATERIAL
                              [*CONFIDENTIAL       OMITTED AND
                              MATERIAL OMITTED     FILED
                              AND FILED            SEPARATELY
                              SEPARATELY WITH      WITH THE
                              THE SECURITIES       SECURITIES
                              AND EXCHANGE         AND EXCHANGE
                              COMMISSION           COMMISSION
                              PURSUANT TO A        PURSUANT TO A
                              REQUEST FOR          REQUEST FOR
                              CONFIDENTIAL         CONFIDENTIAL
CR/TITLE                      TREATMENT]           TREATMENT]
=======================      ==================   ===============

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





                                                      Exhibit 10.39
                                                      -------------
                                                      
                  Supplemental Agreement No. 7
                                
                               to
                                
                   Purchase Agreement No. 1663
                                
                             between
                                
                       The Boeing Company
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
            Relating to Boeing Model 777-222 Aircraft


     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 6th day
of November, 1998, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);

                      W I T N E S S E T H:
                      -------------------

     WHEREAS, the parties hereto entered into an agreement dated
as of December 18, 1990, relating to Boeing Model 777-222
aircraft (hereinafter referred to as the "Aircraft"), which
agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof which is
hereinafter called the "Purchase Agreement" and;

     WHEREAS, Buyer wishes to purchase an additional ten (10)
Model 777-222 "B" market aircraft and six (6) Model 777-222 "A"
Market aircraft pursuant to Letter Agreement No. 6-1162-MDH-770;

     WHEREAS, Boeing wishes to restate the Specification for the
Model 777-222 "A" Market Aircraft in its new DCAC system of
stating and controlling aircraft specifications, as opposed to
its old Legacy system;

     NOW THEREFORE, in consideration of the mutual covenants
herein contained, the
 parties hereto agree to supplement the
Purchase Agreement as follows:


P.A. No. 1663               S7-1                        SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


1.     In the TABLE OF CONTENTS the title of EXHIBIT D is revised
to read:

           "Price Adjustment Due to Economic
           Fluctuations - Airframe and Engine
           Block A "A" Market Aircraft, Block A "B" Market
           Aircraft and Block B "B" Market Aircraft"

2.     In the TABLE OF CONTENTS following EXHIBIT D Price
Adjustment Due to Economic Fluctuations - Airframe and Engine
Block A "A" Market Aircraft, Block A "B" Market Aircraft and
Block B "B" Market Aircraft add the following:

"EXHIBIT D-1     "Price Adjustment Due to Economic
                 Fluctuations - Airframe and Engine
                 Block B "A" Market Aircraft and
                 Block C "B" Market Aircraft"

3.     Article 1.1.1 is revised as follows:

       (a)     in the first sentence, the words, "twenty-two
              (22)" are inserted in lieu of the words "sixteen
              (16)";

       (b)     in the second sentence, after the words
               "collectively as" insert the words "Block A
               "A" Market Aircraft and Block B "A" Market
               Aircraft";

       (c)     in the third sentence insert the words "Block A
               "A" Market" before the word "Aircraft";

       (d)     after the third sentence, add a new sentence,
               "The Block B "A" Market Aircraft will be
               manufactured by Boeing in accordance with
               Boeing Detail Specification [*CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
               A REQUEST FOR CONFIDENTIAL TREATMENT], Original
               Release, dated September 15, 1998 (as modified
               and described in Exhibit A-3 attached hereto)
               as it may be modified from time to time in 
               accordance with the terms and conditions of 
               Article 7 herein.";

       (e)     at the end of what used to be the fourth
               sentence and is now the fifth sentence, add
               "the Block B "A" Market Aircraft, as the case
                may be."

4.     Article 1.1.2 is revised as follows:

       (a)     in the first sentence, the words "thirty  
               (30)" are inserted in lieu of the words 
               "twenty (20)";

               
P.A. No. 1663                 S7-2                      SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


       (b)     in the second sentence, the words "Block C "B"
Market Aircraft" are inserted after the words "Block B "B" Market
Aircraft."

5.     In Article 2, Paragraph 2.1 Time of Delivery, the sub-
heading entitled "A" Market Aircraft" in the delivery schedule is
revised to read:

                 "A" Market Aircraft
                 Block A "A" Market Aircraft"

6.     In Article 2, Paragraph 2.1 Time of Delivery, following
the delivery schedule for the Block "A" A Market Aircraft, add
the following delivery schedule for the Block B "A" Market
Aircraft:

                 Block B "A" Market Aircraft

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

7.     In Article 2, Paragraph 2.1, Time of Delivery, following
the delivery schedule for the Block B "B" Market Aircraft, add
the following delivery schedule for the Block C "B" Market
Aircraft:

                 Block C "B" Market Aircraft

        March 1999                    One (1)
        [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
        WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
        TO A REQUEST FOR CONFIDENTIAL TREATMENT]

8.     Article 3.1.1 is revised as follows:

       The title is revised to read "Basic Price of the Block A
"A" Market Aircraft" and the words "Block A" are inserted before
the words "A" Market" in the first sentence.



P.A. No. 1663               S7-3                            SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663



9.     A new Paragraph 3.1.4 is added to the Purchase Agreement
which reads as follows:

            "3.1.4     Basic Price for the Block B "A" Market
Aircraft.  The basic price for each of the Block B "A" Market
Aircraft shall be equal to the sum of (i) [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] plus
the price of the engines, [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for a total of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] (which includes the price effects of all
Change Orders through Change Order 10A) and (ii) such price
adjustments applicable to such Block B "A" Market Aircraft as may
be made pursuant to the provisions of this Agreement, including
Article 7 (Changes to Detail Specification) and Article 8 (FAA
Requirements) or other written agreements executed by Buyer and
Boeing."

10.     A new Paragraph 3.1.5 is added to the Purchase Agreement
which reads as follows:

             "3.1.5     Basic Price for the Block C "B" Market
Aircraft.  The basic price of each of the Block C "B" Market
Aircraft shall be equal to the sum of (i) [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for
a total of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] (which includes the price effects of
all Change Orders through Change Order 9A) [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] and (ii) such price adjustments applicable to such
Block C "B" Market Aircraft as may be made pursuant to the
provisions of this Agreement, including Article 7 (Changes to
Detail Specification) and Article 8 (FAA Requirements) or other
written agreements executed by Buyer and Boeing."

11.     Article 3.2 Purchase Price is revised to read:

             "The purchase price of each Aircraft shall be equal
to the sum of the following items as determined at the time of
such Aircraft delivery; (i) the Basic Price of the Block A "A"
Market Aircraft, Block B "A" Market Aircraft, Block A "B" Market
Aircraft, Block B "B" Market Aircraft or Block C "B" Market
Aircraft as applicable, (ii) the Airframe and Engine Price
Adjustments to be determined pursuant to Exhibit D (Price
Adjustment Due to Economic Fluctuations - Airframe and Engine -
Block A "A" Market Aircraft, Block A "B" Market Aircraft and
Block B "B" Market Aircraft) or Exhibit D-1 (Price Adjustment Due
to Economic Fluctuations - Airframe and Engine (Block B "A"
Market Aircraft and Block C "B" Market Aircraft) attached hereto
or the applicable provisions determined in Article 3.1 above, and
(iii) such price adjustments


P.A. No. 1663                S7-4                     SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


applicable to such Aircraft as may be made pursuant to the
provisions of this Agreement, including Exhibit E (Buyer
Furnished Equipment Document) or other written agreements
executed by Boeing and Buyer (the "Purchase Price")."

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

        (a)     For future [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], plus such
price adjustments applicable to such "Airframe & Special Features
as may be made pursuant to the provisions of this Agreement,
including Exhibit E (Buyer Furnished Equipment Document) or other
written agreements executed by Boeing and Buyer, and

        (b)     For future [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], plus such
price adjustments applicable to such "Airframe & Special Features
as may be made pursuant to the provisions of this Agreement,
including Exhibit E (Buyer Furnished Equipment Document) or other
written agreements executed by Boeing and Buyer.

13.     In Article 5, Paragraph 5.1 Advance Payment Base Price,
the heading entitled "A" Market Aircraft" in the schedule set
forth is revised to read:

                "Block A "A" Market Aircraft"

14.     In Article 5, Paragraph 5.1, Advance Payment Base Price,
following the schedule of Advance Payment Base Prices for the
Block A "A" Market Aircraft, add the following schedule of
Advance Payment Base Prices for the Block B "A" Market Aircraft.

                "Block B "A" Market Aircraft"

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


P.A. No. 1663                 S7-5                          SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


15.     In Article 5, Paragraph 5.1, Advance Payment Base Price,
following the schedule of Advance Payment Base Prices for the
Block B "B" Market Aircraft, add the following schedule of
Advance Payment Base Prices for the Block C "B" Market Aircraft.

                 "Block C "B" Market Aircraft"

        March 1999                            
        [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
        WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
        TO A REQUEST FOR CONFIDENTIAL TREATMENT]

16.     A new Exhibit A-3 is added to the Purchase Agreement,
which is attached to this Supplemental Agreement.  [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].



P.A. No. 1663                  S7-6                     SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


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


17.     EXHIBIT D-1 Price Adjustment Due to Economic Fluctuations
- - Airframe and Engine Block B "A" Market Aircraft and Block C "B"
Market Aircraft set forth as Attachment A hereto is added to the
Purchase Agreement.


18.     Letter Agreement 6-1162-RCN-859 entitled "Certain
Contractual Matters" is revised as follows:

        (a)     Paragraph 1.1:  The title is revised to read
"Block A "A" Market Basic Credit Memorandum - Firm Aircraft" and
the words "Block A" are inserted before the words "'A' Market" in
the first sentence;

        (b)     Paragraph 1.1.1:  The title is revised to read
"Block A and Block B "B" Market Basic Credit Memorandum - Firm
Aircraft" and the words "Block A and Block B" are inserted before
the words "'B' Market" in the first sentence;

        (c)     A new Paragraph 1.1.2 is added which reads as
follows:

                "1.1.2     Block B "A" Market Basic Credit
                           Memorandum.

                     A basic credit memorandum will be issued by
Boeing at the time of delivery of each Block B "A" Market
Aircraft in the amount of [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

        (d)     A new Paragraph 1.1.3 is added which reads as
follows:

                "1.1.3     Block C "B" Market Basic Credit
                           Memorandum.

                     A basic credit memorandum will be issued by
Boeing at the time of delivery of each Block C "B" Market
Aircraft in the amount of [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

        (e)     Paragraph 1.3:  The title is revised to Read
"Block A "A" Market Special Launch Customer Credit Memo - Firm
Aircraft" and the words "Block A" are inserted before the words
"'A' Market Aircraft" in the first sentence.


P.A. No. 1663                  S7-7                       SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


        (f)     Paragraph 1.3.1:  The title is revised to read
"Block A and Block B "B" Market [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]" and the words
"Block A and Block B" are inserted before the words "'B' Market
Aircraft" in the first sentence.

       (g)     Paragraph 1.3.2:  The title is revised to read
"Block A and Block B "B" Market [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]" and the words
"Block A and Block B" are inserted before the words "'B'
Aircraft" in the first sentence.

       (h)     A new Paragraph 1.3.3 is added which reads as
follows:

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

       (i)     A new Paragraph 1.3.4 is added which reads as
follows:

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

       (j)     A new Paragraph 1.3.5 is added which reads as
follows:

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

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

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

19.     Letter Agreement 6-1162-DLJ-1193 entitled "Substitution
of Performance Guarantees" is revised by deleting the existing
Attachment A and substituting the revised Attachment (attached):


P.A. No. 1663                S7-8                       SA7


Supplemental Agreement No. 7
Purchase Agreement No. 1663


20.     Letter Agreement 6-1162-RCN-925 entitled "'B' Market
Aircraft Performance Guarantees" is revised by deleting the
existing Attachment A and substituting the revised Attachment
(attached).

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

22.     This Supplemental Agreement, including all of the
Attachments, will be treated as privileged and confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.

The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

ACCEPTED AND AGREED TO:

THE BOEING COMPANY              UNITED AIR LINES, INC.



By /s/ Brian R. Belka           By  /s/ Douglas A. Hacker
   ------------------               ---------------------
                                        Douglas A. Hacker

Its Attorney-in-Fact            Its Senior Vice President and
    ----------------                -------------------------
                                    Chief Financial Officer
                                    


P.A. No. 1663               S7-9                        SA7



                     AIRCRAFT CONFIGURATION
                                
                             between
                                
                       THE BOEING COMPANY
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
                                
                                
          Exhibit A-3 to Purchase Agreement Number 1663

                     
P.A. No. 1663              A-3                             SA7
                            i 


                           
                    AIRCRAFT CONFIGURATION
                                
                     Dated November 6, 1998
                                
                           relating to
                                
            BOEING MODEL 777-222 "A" MARKET AIRCRAFT
                                
                       Block B "A" Market


     The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the Block B "A" Market Aircraft is Boeing
Detail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Such Detail
Specification will be amended to incorporate the applicable
specification language to reflect the effect of the changes set
forth in the Changes listed below, including the effects of such
changes on Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW).  It is understood and agreed that the Basic Price
of the Block B "A" Market Aircraft set forth in Article 3 of this
Agreement, reflects and includes all applicable price effects of
such changes.


P.A. No. 1663               A-3                         SA7
                            ii


Exhibit A-3 to
Purchase Agreement No. 1663
Page 1 of 6


DCAC
OPTION NO.                       TITLE
- ---------                        -----

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


P.A. No. 1663                                              SA7


Exhibit A-3 to
Purchase Agreement No. 1663
Page 2 of 6


DCAC
OPTION NO.                       TITLE
- ---------                        -----

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


P.A. No. 1663                                              SA7


Exhibit A-3 to
Purchase Agreement No. 1663
Page 3 of 6


DCAC
OPTION NO.                       TITLE
- ---------                        -----

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


P.A. No. 1663                                              SA7


Exhibit A-3 to
Purchase Agreement No. 1663
Page 4 of 6


DCAC
OPTION NO.                       TITLE
- ---------                        -----

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


P.A. No. 1663                                              SA7


Exhibit A-3 to
Purchase Agreement No. 1663
Page 5 of 6


DCAC
OPTION NO.                       TITLE
- ---------                        -----

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


P.A. No. 1663                                              SA7


Exhibit A-3 to
Purchase Agreement No. 1663
Page 6 of 6


DCAC
OPTION NO.                       TITLE
- ---------                        -----

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


P.A. No. 1663                                              SA7


                 AIRFRAME AND ENGINE PRICE ADJUSTMENT
                                
                             between
                                
                       THE BOEING COMPANY
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
                                
                                
   Block B "A" Market Aircraft and Block C "B" Market Aircraft
                                
          Exhibit D-1 to Purchase Agreement Number 1663


P.A. No. 1663               D-1                          SA7


Exhibit D-1 Page 1


                     PRICE ADJUSTMENT DUE TO
                      ECONOMIC FLUCTUATIONS
                    AIRFRAME PRICE ADJUSTMENT
   BLOCK B "A" MARKET AIRCRAFT AND BLOCK C "B" MARKET AIRCRAFT
                        (1995 Base Price)


1.     Formula.
       -------

       The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:

       Pa = (P)(L + M - 1)

       Where:

            Pa = Airframe Price Adjustment

            L = .65 x ECI
                    -----
                    130.1

            M = .35 x ICI
                    -----
                    123.6

            P = Aircraft Basic Price (as set forth in Article 3.2
                of this Agreement) less the base price of Engines
               (as defined in this Exhibit D-1) in the amount of:

                [*CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT] {Block B "A" Market Aircraft}

                [*CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT] {Block C "B" Market Aircraft}

ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing, standard
industrial classification code 3721, compensation, base month and
year June 1989 = 100), as released by the Bureau of Labor
Statistics, U.S. Department of Labor on a quarterly basis for the
months of March, June, September and December, calculated as
follows:  A three-month arithmetic average value (expressed as a
decimal and rounded to the nearest tenth) will be determined
using the months set forth in the table below for the applicable
Aircraft, with the released Employment Cost Index value described
above for the month of March also being used for the months of
January and February; the value for June also used for April and
May; the value for September also used for July and August; and
the value for December also used for October and November.

ICI = The three-month arithmetic average of the released monthly
values for the Industrial Commodities Index as set forth in the
"Producer Prices and Price Index" (Base


P.A. No. 1663                D-1-1                        SA7


Exhibit D-1 Page 2


Year 1982 = 100) as released by the Bureau of Labor Statistics,
U.S. Department of Labor values (expressed as a decimal and
rounded to the nearest tenth) for the months set forth in the
table below for the applicable Aircraft.

     In determining the value of L, the ratio of ECI divided by
130.1 will be expressed as a decimal rounded to the nearest ten-
thousandth and then multiplied by .65 with the resulting value
also expressed as a decimal and rounded to the nearest ten-
thousandth.

     In determining the value of M, the ratio of ICI divided by
123.6 will be expressed as a decimal rounded to the nearest ten-
thousandth and then multiplied by .35 with the resulting value
also expressed as a decimal and rounded to the nearest ten-
thousandth.

                                  Months to be Utilized
Month of Scheduled                in Determining the
Aircraft Delivery                 Value of ECI and ICI
- -----------------                 --------------------

January                           June B, July B, Aug. B
February                          July B, Aug. B, Sept. B
March                             Aug. B, Sept. B, Oct. B
April                             Sept. B, Oct. B, Nov. B
May                               Oct. B, Nov. B, Dec. B
June                              Nov. B, Dec. B, Jan. D
July                              Dec. B, Jan. D, Feb. D
August                            Jan. D, Feb. D, Mar. D
September                         Feb. D, Mar. D, Apr. D
October                           Mar. D, Apr. D, May D
November                          Apr. D, May D, June D
December                          May D, June D, July D

The following definitions of B and D will apply:

     B = The calendar year before the year in which the
         Scheduled month of delivery as set forth in Article
         2.1 occurs.

     D = The calendar year during which the scheduled month of
         delivery as set forth in Article 2.1 occurs.

2.     If at any time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:

       2.1     The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above.  The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled Aircraft delivery will be used
to determine the ECI and ICI values for the applicable months


P.A. No. 1663              D-1-2                        SA7


Exhibit D-1 Page 3


(including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment.  If no
values have been released for an applicable month, the provisions
set forth in Paragraph 2.2 below will apply.  If prior to
delivery of an Aircraft the U.S. Department of Labor changes the
base year for determination of the ECI or ICI values as defined
above, such rebased values will be incorporated in the Airframe
Price Adjustment calculation.  The payment by Buyer to Boeing of
the amount of the Purchase Price for such Aircraft, as determined
at the time of Aircraft delivery, will be deemed to be the
payment for such Aircraft required at the delivery thereof.

     2.2     If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics for other similar
data reported by non-governmental United States organizations,
such substitute to lead in application to the same adjustment
result, insofar as possible, as would have been achieved by
continuing the use of the original values as they may have
fluctuated during the applicable time period.  Appropriate
revision of the formula will be made as required to reflect any
substitute values.  However, if within 24 months from delivery of
the Aircraft the Bureau of Labor Statistics should resume
releasing values for the months needed to determine the Airframe
Price Adjustment, such values will be used to determine any
increase or decrease in the Airframe Price Adjustment for the
Aircraft from that determined at the time of delivery of such
Aircraft.

     2.3     In the event escalation provisions are made non-
enforceable or otherwise rendered null and void by any agency of
the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D-1.

3.     For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.

Note:     Any rounding of a number, as required under this
- ----      Exhibit D-1 with respect to escalation of the airframe
          price, will be accomplished as follows:  if the first
          digit of the portion to be dropped from the number to
          be rounded is five or greater, the preceding digit will
          be raised to the next higher number.


P.A. No. 1663              D-1-3                          SA7


Exhibit D-1 Page 4


            ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
   BLOCK B "A" MARKET AIRCRAFT AND BLOCK C "B" MARKET AIRCRAFT
                        (1995 BASE PRICE)


(a)     The Aircraft Basic Price of each Block B "A" Market
Aircraft and Block C "B" Market Aircraft set forth in Article 3.2
of this Agreement includes an aggregate price for engines and all
accessories, equipment and parts therefor provided by the engine
manufacturer (collectively in this Exhibit D-1 called "Engines")
of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].  The adjustment in Engine price
applicable to each Aircraft ("Engine Price Adjustment" herein)
will be determined at the time of Aircraft delivery in accordance
with the following formula:

        Pa = (P)(AA + BB + CC)-P

(b)     The following definitions will apply herein:

        Pa = Engine Price Adjustment

        P = Aggregate Engine Base Price as set forth in paragraph
           (a) above.

        AA = .60 x   L
                 ---------
                  $17.80

        BB = .30 x   M
                 ---------
                   130.6

        CC = .10 x   E
                 ---------
                   76.6

In determining the value of AA, BB and CC, the ratio of L divided
by $17.80, M divided by 130.6 and E divided by 76.6 will be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) will not be rounded.
The value of the sum of AA + BB + CC will also be rounded to the
nearest ten-thousandth.

        L = Labor Index, which is the "Hourly Earnings of
            Aircraft Engines and Engine Parts Production Workers,
            SIC 3724" published by the Bureau of Labor
            Statistics, U.S. Department of Labor, for the
            seventh month preceding the month of scheduled
            Aircraft delivery.

        $17.80 = Published Labor Index (SIC 3724) for December,
                 1994.


P.A. No. 1663              D-1-4                         SA7


Exhibit D-1 Page 5


        M = Material Index, which is the "Producer Price Index -
            Code 10, Metals and Metal Products," (Base Year 1982
            = 100) published by the Bureau of Labor Statistics,
            U.S. Department of Labor, for the seventh month
            preceding the month of scheduled Aircraft delivery.

        130.6 = Published Material Index (Code 10) for December,
                1994.

        E = Fuel Index, which is the "Producer Price Index -
            Code 5, Fuels and Related Products and Power" (Base
            Year 1982 = 100) published for the Bureau of Labor
            Statistics, U.S. Department of Labor, for the seventh
            Month preceding the month of scheduled Aircraft
            Delivery.

        76.6 = Published Fuel Index (Code 5) for December, 1994.

The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.

(c)     The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment will be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date 30 days prior to the scheduled Aircraft delivery to Buyer.
Such Index values will be considered final and no revision to the
Engine Price Adjustment will be made after Aircraft delivery for
any subsequent changes in published Index values.

(d)     If the Bureau of Labor Statistics, U.S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
set forth above will be made to accomplish this result for
affected Engines.

In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that occurred from December, 1994 to the
seventh month preceding the month of scheduled delivery of the
applicable Aircraft.

NOTES:  Any rounding of a number, as required under this Exhibit
D-1 with respect to escalation of the Engine price, will be
accomplished as follows:  if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the
preceding digit will be raised to the next higher number.


P.A. No. 1663                 D-1-5                      SA7


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 1





              MODEL 777-222 PERFORMANCE GUARANTEES
                                
                   FOR UNITED AIR LINES, INC.




SECTION                     CONTENTS

   1                AIRCRAFT MODEL APPLICABILITY

   2                FLIGHT PERFORMANCE

   3                MANUFACTURER'S EMPTY WEIGHT

   4                AIRCRAFT CONFIGURATION

   5                GUARANTEE CONDITIONS

   6                GUARANTEE COMPLIANCE

   7                EXCLUSIVE GUARANTEES



P.A. No. 1663
AERO-B-B111-M98-0513                                 SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 2


1      AIRCRAFT MODEL APPLICABILITY

       The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 777-222 Aircraft
with a maximum takeoff weight of at least 545,000 pounds, a
maximum landing weight of 445,000 pounds, and a maximum zero fuel
weight of 420,000 pounds, and equipped with Boeing furnished
PW4077 engines.

2      FLIGHT PERFORMANCE

2.1    Mission

2.1.1  Mission Payload

       The payload for a stage length of [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
using the conditions and operating rules defined below, shall not
be less than the following guarantee value:

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

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

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

     Conditions and operating rules:

     Stage      The stage length is defined as the sum of the
     Length:    distances for the climb, cruise, and descent.

     Takeoff:   The airport altitude is 364 feet.

                The airport temperature is 44 degrees Fahrenheit.

                The runway length is 13,123 feet prior to
                subtracting the lineup allowance.

                The takeoff lineup allowance is 270 feet.

                The runway slope is 0.30 percent downhill.


P.A. No. 1663
AERO-B-B111-M98-0513                                SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 3

                The following obstacle definition is based on a
                straight-out departure where obstacle height and
                distance are specified with reference to the
                liftoff end of the runway:

                              Distance              Height
                         1.   7 feet               5 feet
                         2.   4282 feet            101 feet
                         3.   4725 feet            107 feet

                Maximum takeoff thrust is used for the takeoff.

                The takeoff gross weight shall conform to FAA
                Regulations.

     Climbout   Following the takeoff to 35 feet, the Aircraft
     Maneuver:  accelerates to 250 KCAS while climbing to 1,500
                feet above the departure airport altitude and
                retracting flaps and landing gear.

     Climb:     The Aircraft climbs from 1,500 feet above the
                departure airport altitude to 10,000 feet
                altitude at 250 KCAS.

                The Aircraft then accelerates at a rate of climb
                of 500 feet per minute to a climb speed of 315
                KCAS.

                The climb continues at 315 KCAS until 0.83 Mach
                number is reached.

                The climb continues at 0.83 Mach number to the
                initial cruise altitude.

                The temperature is ISA+10 degrees Celsius during climb.

                Maximum climb thrust is used during climb.

     Cruise:    The Aircraft cruises at 0.84 Mach number.

                The initial cruise altitude is 35,000 feet.

P.A. No. 1663
AERO-B-B111-M98-0513                                 SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 4



                A step climb or multiple step climbs of
                4,000 feet altitude may be used when
                beneficial to minimize fuel burn.

                The temperature is ISA+10 degrees Celsius during cruise.

                The cruise thrust is not to exceed maximum
                cruise thrust except during a step climb when
                maximum climb thrust may be used.

     Descent:   The Aircraft descends from the final cruise
                altitude at 0.83 Mach number until 300 KCAS is
                reached.

                The descent continues at 300 KCAS to an altitude
                of 10,000 feet.  At that altitude the Aircraft
                decelerates to 250 KCAS.

                The descent continues at 250 KCAS to an altitude
                of 1,500 feet above the destination airport
                altitude.

                Throughout the descent, the cabin pressure will
                be controlled to a maximum rate of descent
                equivalent to 300 feet per minute at sea level.

                The temperature is ISA+10 degrees Celsius during descent.

     Approach   The Aircraft decelerates to the final approach
     and        speed while extending landing gear and flaps,
     Landing    then descends and lands.
     Maneuver:

                The destination airport altitude is 667 feet.

     Fixed      For the purpose of this guarantee and for the
     Allow-     purpose of establishing compliance with this
     ances:     guarantee, the following shall be used as fixed
                quantities and allowances:

                Taxi-out:
                            Fuel              570 Pounds

                Takeoff and Climbout Maneuver:
                            Fuel              1,490 Pounds
                            Distance          0 Nautical Miles


P.A. No. 1663
AERO-B-B111-M98-0513                                   SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 5



                Approach and Landing Maneuver:
                           Fuel               520 Pounds

                Taxi-in (shall be consumed from the reserve
                fuel):
                           Fuel               290 Pounds

                Usable reserve fuel remaining upon completion of
                the approach and landing maneuver:  20,000
                Pounds

2.1.2     Operational Empty Weight Basis

          The Operational Empty Weight (OEW) derived in
          Paragraph 2.1.3 is the basis for the mission guarantee
          of Paragraph 2.1.1.


P.A. No. 1663
AERO-B-B111-M98-0513                                    SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 6



2.1.3     777-222 Weight Summary of United Air Lines, Inc.


                                                   Pounds
                                                   ------

Customer Configuration specification MEW          [*CONFIDENTIAL
     Configuration Specification [*CONFIDENTIAL    MATERIAL
        MATERIAL OMITTED AND FILED SEPARATELY      OMITTED AND
        WITH THE SECURITIES AND EXCHANGE           FILED SEP-
        COMMISSION PURSUANT TO A REQUEST           ARATELY WITH
        FOR CONFIDENTIAL TREATMENT]                THE SECURITIES
                                                   AND EXCHANGE
                                                   COMMISSION
                                                   PURSUANT TO A
                                                   REQUEST FOR
                                                   CONFIDENTIAL
                                                   TREATMENT]
     292 (12F/49C/231Y) Passengers
     PW4077 Engine
     [*CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT] Maximum Taxi Weight
     [*CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE
     COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT] Fuel Capacity

Changes for United Air Lines, Inc.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED       [*CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE      MATERIAL OMITTED
COMMISSION PURSUANT TO A REQUEST FOR             AND FILED
CONFIDENTIAL TREATMENT]                          SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]



United Air Lines, Inc. Manufacturer's Empty
Weight (MEW)*                                   [*CONFIDENTIAL
                                                 MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]

Standard and Operational Items Allowance         [*CONFIDENTIAL
       (Paragraph 2.1.4)                         MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]

United Air Lines, Inc. Operational Empty
Weight (OEW)                                    [*CONFIDENTIAL
                                                 MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]


                              Quantity       Pounds       Pounds

*Seat Weight Included:        [*CONFIDENTIAL MATERIAL OMITTED AND
                               FILED SEPARATELY WITH THE SECURITIES
                               AND EXCHANGE COMMISSION PURSUANT
                               TO A REQUEST FOR CONFIDENTIAL TREAT-
                               MENT]

First Class Doubles

Business Class Doubles

Business Class Triples

Economy Class Doubles

Economy Class Quadruples

Economy Class Quintuples


P.A. No. 1663
AERO-B-B111-M98-0513                                  SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 7


2.1.4     Standard and Operational Items Allowance


                                Qty    Pounds    Pounds    Pounds

Standard Items Allowance        [*CONFIDENTIAL MATERIAL OMITTED
                                 AND FILED SEPARATELY WITH THE
     Unusable Fuel               SECURITIES AND EXCHANGE
     Oil                         COMMISSION PURSUANT TO A
     Oxygen Equipment            REQUEST FOR CONFIDENTIAL
       Passenger Portable        TREATMENT]
     Miscellaneous Equipment
       First Aid Kits
       Crash Axe
       Megaphones
       Flashlights
       Fire Gloves
       Smoke Goggles
       Smoke Hoods
       Medical Kit
     Galley Structure & Fixed Inserts

Operational Items Allowance

     Crew and Crew Baggage
       Flight Crew
       Cabin Crew
     Catering Allowance
     [*CONFIDENTIAL MATERIAL
     OMITTED AND FILED
     SEPARATELY WITH
     THE SECURITIES AND
     EXCHANGE COMMISSION
     PURSUANT TO A REQUEST
     FOR CONFIDENTIAL
     TREATMENT]
       First Class
       Business Class
       Economy Class
     Passenger Service Equipment
     Potable Water
     Waste Tank Disinfectant
     Emergency Equipment
       Slide Rafts
       Passenger Life Vests
       Flight Crew Life Vests
       Locator Transmitter
     Cargo System
       LD-3 Containers
Total Standard and Operational Allowance


P.A. No. 1663
AERO-B-B111-M98-0513                                 SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 8


3      MANUFACTURER'S EMPTY WEIGHT

       The Manufacturer's Empty Weight (MEW) is guaranteed not to
exceed the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

4      AIRCRAFT CONFIGURATION

4.1    The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in Revision H of Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (hereinafter referred to
as the Detail Specification).  Appropriate adjustment shall be
made for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance and/or
weight and balance of the Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.

4.2     The guarantee payload of Paragraph 2.1.1 will be adjusted
by Boeing for the effect of the following on OEW and the
Manufacturer's Empty Weight guarantee of Section 3 will be
adjusted by Boeing for the following in its evidence of
compliance with the guarantees:

        (1)     Changes to the Detail Specification including
Change Requests, Change Orders, Optional Features or any other
changes mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.

        (2)     The difference between the component weight
allowances given in Appendix IV of the Detail Specification and
the actual weights.

5       GUARANTEE CONDITIONS

5.1     All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified variations
therefrom; altitudes are pressure altitudes.

5.2     The FAA Regulations (FAR) referred to in this Attachment
are, unless otherwise specified, the 777-200 Certification Basis
regulations specified in the Type Certificate Data Sheet
T-00001SE, Revision 4, dated April 18, 1996.

5.3     In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any such
law, governmental


P.A. No. 1663
AERO-B-B111-M98-0513                                    SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 9



regulation or requirement that affects the certification basis
for the Aircraft as described in Paragraph 5.2, and as a result
thereof, a change is made to the configuration and/or the
performance of the Aircraft in order to obtain certification, the
guarantees set forth in this Attachment shall be appropriately
modified to reflect any such change.

5.4     The takeoff portion of the mission guarantee is based on
hard surface, level and dry runway with no wind or obstacles, no
clearway or stopway, 235 mph tires, with anti-skid operative, and
with the Aircraft center of gravity at the most forward limit
unless otherwise specified.  The takeoff performance is based on
no engine bleed for air conditioning or thermal anti-icing and
the Auxiliary Power Unit(APU) turned off unless otherwise
specified.  Unbalanced field length calculations and the improved
climb performance procedure will be used for takeoff as required.

5.5     The climb, cruise and descent portions of the mission
guarantee include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less
than a 212 kilowatts total electrical load.  Normal operation of
the air conditioning system shall be defined as pack switches in
the "Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of
75 degrees Fahrenheit, and all air conditioning systems operating 
normally.  This operation allows a maximum cabin pressure differential 
of 8.6 pounds per square inch at higher altitudes, with a nominal
Aircraft cabin ventilation rate of 7,600 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is
50 percent).  The APU is turned off unless otherwise specified.

5.6     The climb, cruise and descent portions of the mission
guarantee are based on an Aircraft center of gravity location as
determined by Boeing, not to be aft of 30 percent of the mean
aerodynamic chord.

5.7     Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density of
6.70 pounds per U.S. gallon.

6       GUARANTEE COMPLIANCE

6.1     Compliance with the guarantees of Sections 2 and 3 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 4 and the guarantee conditions
of Section 5.


P.A. No. 1663
AERO-B-B111-M98-0513                                   SS98-0375


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 10



6.2     Compliance with the takeoff portion of the mission
guarantee shall be based on the FAA approved Airplane Flight
Manual for the Model 777-200.

6.3     Compliance with the climb, cruise and descent portions of
the mission guarantee shall be established by calculations based
on flight test data obtained from an aircraft in a configuration
similar to that defined by the Detail Specification.

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

6.5     Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance Control
and Loading Manual - Aircraft Report."

6.6     The data derived from tests shall be adjusted as required
by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.

6.7     Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be contingent
on the engine meeting its manufacturer's performance
specification.

7       EXCLUSIVE GUARANTEES

        The only performance guarantees applicable to the
Aircraft are those set forth in this Attachment.


P.A. No. 1663
AERO-B-B111-M98-0513                                  SS98-0375


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 1





             MODEL 777-222ER PERFORMANCE GUARANTEES
                                
                   FOR UNITED AIR LINES, INC.




SECTION                     CONTENTS

   1                AIRCRAFT MODEL APPLICABILITY

   2                FLIGHT PERFORMANCE

   3                MANUFACTURER'S EMPTY WEIGHT

   4                AIRCRAFT CONFIGURATION

   5                GUARANTEE CONDITIONS

   6                GUARANTEE COMPLIANCE

   7                EXCLUSIVE GUARANTEES


P.A. No. 1663
AERO-B-B111-M98-0520                                 SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 2


1      AIRCRAFT MODEL APPLICABILITY

       The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 777-222ER
Aircraft with a maximum takeoff weight of at least 624,700
pounds, a maximum landing weight of 460,000 pounds, and a maximum
zero fuel weight of 430,000 pounds, and equipped with Boeing
furnished PW4090 engines.

2      FLIGHT PERFORMANCE

2.1    Mission

2.1.1  Mission Payload

       The payload for a stage length of [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
using the conditions and operating rules defined below, shall not
be less than the following guarantee value:

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

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

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

     Conditions and operating rules:

     Stage      The stage length is defined as the sum of the
     Length:    distances for the climb, cruise, and descent.

     Takeoff:   The airport altitude is 387 feet.

                The airport temperature is 46 degrees Fahrenheit.

                The runway length is 11,860 feet prior to
                subtracting the lineup allowance.

                The takeoff lineup allowance is 270 feet.

                The runway slope is 0.23 percent uphill.


P.A. No. 1663
AERO-B-B111-M98-0520                                SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 3




                The following obstacle definition is based on a
                straight-out departure where obstacle height and
                distance are specified with reference to the
                liftoff end of the runway:

                              Distance              Height
                         1.   1641 feet            26 feet
                         2.   3462 feet            46 feet

                Maximum takeoff thrust is used for the takeoff.

                The takeoff gross weight shall conform to FAA
                Regulations.

     Climbout   Following the takeoff to 35 feet, the Aircraft
     Maneuver:  accelerates to 250 KCAS while climbing to 1,500
                feet above the departure airport altitude and
                retracting flaps and landing gear.

     Climb:     The Aircraft climbs from 1,500 feet above the
                departure airport altitude to 10,000 feet
                altitude at 250 KCAS.

                The Aircraft then accelerates at a rate of climb
                of 500 feet per minute to a climb speed of 315
                KCAS.

                The climb continues at 315 KCAS until 0.83 Mach
                number is reached.

                The climb continues at 0.83 Mach number to the
                initial cruise altitude.

                The temperature is ISA+10 degrees Celsius during climb.

                Maximum climb thrust is used during climb.

     Cruise:    The Aircraft cruises at 0.84 Mach number.

                The initial cruise altitude is 31,000 feet.

                A step climb or multiple step climbs of
                4,000 feet altitude may be used when beneficial
                to minimize fuel burn.


P.A. No. 1663
AERO-B-B111-M98-0520                                 SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 4



                The temperature is ISA+10 degrees Celsius during cruise.

                The cruise thrust is not to exceed maximum
                cruise thrust except during a step climb when
                maximum climb thrust may be used.

     Descent:   The Aircraft descends from the final cruise
                altitude at 0.83 Mach number until 300 KCAS is
                reached.

                The descent continues at 300 KCAS to an altitude
                of 10,000 feet.  At that altitude the Aircraft
                decelerates to 250 KCAS.

                The descent continues at 250 KCAS to an altitude
                of 1,500 feet above the destination airport
                altitude.

                Throughout the descent, the cabin pressure will
                be controlled to a maximum rate of descent
                equivalent to 300 feet per minute at sea level.

                The temperature is ISA+10 degrees Celsius during descent.

     Approach   The Aircraft decelerates to the final approach
     and        speed while extending landing gear and flaps,
     Landing    then descends and lands.
     Maneuver:

                The destination airport altitude is 126 feet.

     Fixed      For the purpose of this guarantee and for the
     Allow-     purpose of establishing compliance with this
     ances:     guarantee, the following shall be used as fixed
                quantities and allowances:

                Taxi-out:
                            Fuel              570 Pounds

                Takeoff and Climbout Maneuver:
                            Fuel              1,750 Pounds
                            Distance          0 Nautical Miles


                Approach and Landing Maneuver:
                           Fuel               520 Pounds



P.A. No. 1663
AERO-B-B111-M98-0520                                   SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 5


                Taxi-in (shall be consumed from the reserve
                fuel):
                           Fuel               290 Pounds

                Usable reserve fuel remaining upon completion of
                the approach and landing maneuver:  20,000
                Pounds

2.1.2     Operational Empty Weight Basis

          The Operational Empty Weight (OEW) derived in
          Paragraph 2.1.3 is the basis for the mission guarantee
          Of Paragraph 2.1.1.


P.A. No. 1663
AERO-B-B111-M98-0520                                    SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 6




2.1.3     777-222ER Weight Summary - United Air Lines, Inc.


                                                   Pounds

Standard Model Specification MEW                  [*CONFIDENTIAL
     Configuration Specification: [*CONFIDENTIAL   MATERIAL
        MATERIAL OMITTED AND FILED SEPARATELY      OMITTED AND
        WITH THE SECURITIES AND EXCHANGE           FILED SEP-
        COMMISSION PURSUANT TO A REQUEST           ARATELY WITH
        FOR CONFIDENTIAL TREATMENT]                THE SECURITIES
                                                   AND EXCHANGE
                                                   COMMISSION
                                                   PURSUANT TO A
                                                   REQUEST FOR
                                                   CONFIDENTIAL
                                                   TREATMENT]
     Passengers:  305 (24F/54C/227Y) (Ref. 0130CG2707)
     Engines:  Two PW4084 engines rated at 84,600
          Pounds thrust (Ref. 7200CG7010)
     Fuel Capacity:  [*CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT] U.S. Gallons
     Maximum Taxi Weight:  [*CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT] pounds

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

Changes for:  United Air Lines, Inc.
                                                [*CONFIDENTIAL
                                                 MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]

United Air Lines, Inc. Manufacturer's Empty     [*CONFIDENTIAL
Weight (MEW)*                                    MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]

Standard and Operational Items Allowance         [*CONFIDENTIAL
       (Paragraph 2.1.4)                         MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]

Round off                                        -5

United Air Lines, Inc. Operational Empty        [*CONFIDENTIAL
Weight (OEW)                                     MATERIAL OMITTED
                                                 AND FILED
                                                 SEPARATELY WITH
                                                 THE SECURITIES
                                                 AND EXCHANGE
                                                 COMMISSION
                                                 PURSUANT TO A
                                                 REQUEST FOR
                                                 CONFIDENTIAL
                                                 TREATMENT]


P.A. No. 1663
AERO-B-B111-M98-0520                                  SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 7



*Weight Included in MEW:


                              Quantity       Pounds       Pounds

Seats - United Airlines       [*CONFIDENTIAL MATERIAL OMITTED
Vendor Weights (Includes       AND FILED SEPARATELY WITH THE
passenger telephone            SECURITIES AND EXCHANGE COMMISSION
and in-seat video units)       PURSUANT TO A REQUEST FOR CON-
                               FIDENTIAL TREATMENT]

First Class
Sleeper Doubles

Business Class
Doubles

Business Class
Triples

Business Class
Back Row
Triples

Economy Class
Front Row
Doubles

Economy Class
Doubles

Economy Class
Back Row
Doubles

Economy Class
Front Row
Quadruples

Economy Class
Quadruples

Economy Class
Back Row
Quadruples

Economy Class
Front Row
Quintuples

Economy Class
Quintuples

Economy Class
Back Row
Quintuples

Engines

Pratt & Whitney PW4090
     Bare Engine plus Pratt & Whitney
     engine buildup and residual fluids


P.A. No. 1663
AERO-B-B111-M98-0520                                  SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 8


2.1.4     Standard and Operational Items Allowance


                                Qty    Pounds    Pounds    Pounds

Standard Items Allowance        [*CONFIDENTIAL MATERIAL OMITTED
                                 AND FILED SEPARATELY WITH THE
     Unusable Fuel               SECURITIES AND EXCHANGE
     Oil                         COMMISSION PURSUANT TO A
     Oxygen Equipment            REQUEST FOR CONFIDENTIAL
       Passenger Portable        TREATMENT]
     Miscellaneous Equipment
       First Aid Kits
       Crash Axe
       Megaphones
       Flashlights
       Smoke Goggles
       Smoke Hoods
       Medical Kit
       Fire Gloves
     Galley Structure & Fixed Inserts

Operational Items Allowance

     Crew and Crew Baggage
       Flight Crew
       Cabin Crew
     Catering Allowance [*CON-
     FIDENTIAL MATERIAL
     OMITTED AND FILED
     SEPARATELY WITH
     THE SECURITIES AND
     EXCHANGE COMMISSION
     PURSUANT TO A REQUEST
     FOR CONFIDENTIAL
     TREATMENT]
       First Class
       Business Class
       Economy Class
     Passenger Service Equipment
     Potable Water
     Waste Tank Disinfectant
     Emergency Equipment
       Slide Rafts
       Passenger Life Vests
       Crew Life Vests
       Locator Transmitter
     Cargo System
       Containers(LD-3)

Total Standard and Operational Items


P.A. No. 1663
AERO-B-B111-M98-0520                                 SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 9


3      MANUFACTURER'S EMPTY WEIGHT

       The Manufacturer's Empty Weight (MEW) is guaranteed not to
exceed the [* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

4      AIRCRAFT CONFIGURATION

4.1    The guarantees contained in this  Attachment are based on
the Aircraft configuration as defined in Revision A of Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] (hereinafter referred to
as the Detail Specification).  Appropriate adjustment shall be
made for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance and/or
weight and balance of the Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.

4.2     The guarantee payload of Paragraph 2.1.1 will be adjusted
by Boeing for the effect of the following on OEW and the
Manufacturer's Empty Weight guarantee of Section 3 will be
adjusted by Boeing for the following in its evidence of
compliance with the guarantees:

        (1)     Changes to the Detail Specification including
Change Requests, Change Orders, Optional Features or any other
changes mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.

        (2)     The difference between the component weight
allowances given in Appendix IV of the Detail Specification and
the actual weights.

5       GUARANTEE CONDITIONS

5.1     All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified variations
therefrom; altitudes are pressure altitudes.

5.2     The FAA Regulations (FAR) referred to in this Attachment
are, unless otherwise specified, the 777-200 Certification Basis
regulations specified in the Type Certificate Data Sheet
T-00001SE, Revision 4, dated April 18, 1996.


P.A. No. 1663
AERO-B-B111-M98-0520                                    SS98-0403


Attachment to Letter Agreement
No. 6-1162-RCN-925
PW4090 Engines
Page 10

5.3     In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the
certification basis for the Aircraft as described in Paragraph
5.2, and as a result thereof, a change is made to the
configuration and/or the performance of the Aircraft in order to
obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.

5.4     The takeoff portion of the mission guarantee is based on
hard surface, level and dry runway with no wind or obstacles, no
clearway or stopway, 235 mph tires, with anti-skid operative, and
with the Aircraft center of gravity at the most forward limit
unless otherwise specified.  The takeoff performance is based on
no engine bleed for air conditioning or thermal anti-icing and
the Auxiliary Power Unit(APU) turned off unless otherwise
specified.  Unbalanced field length calculations and the improved
climb performance procedure will be used for takeoff as required.

5.5     The climb, cruise and descent portions of the mission
guarantee include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning system.
Normal electrical power extraction shall be defined as not less
than a 212 kilowatts total electrical load.  Normal operation of
the air conditioning system shall be defined as pack switches in
the "Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of
75 degrees Fahrenheit, and all air conditioning systems operating 
normally.  This operation allows a maximum cabin pressure differential 
of 8.6 pounds per square inch at higher altitudes, with a nominal
Aircraft cabin ventilation rate of 7,600 cubic feet per minute
including passenger cabin recirculation (nominal recirculation is
50 percent).  The APU is turned off unless otherwise specified.

5.6     The climb, cruise and descent portions of the mission
guarantee are based on an Aircraft center of gravity location as
determined by Boeing, not to be aft of 30 percent of the mean
aerodynamic chord.

5.7     Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density of
6.70 pounds per U.S. gallon.

P.A. No. 1663
AERO-B-B111-M98-0520                                   SS98-0403


Attachment to Letter Agreement
No. 6-1162-DLJ-1193
PW4077 Engines
Page 11


6       GUARANTEE COMPLIANCE

6.1     Compliance with the guarantees of Sections 2 and 3 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 4 and the guarantee conditions
of Section 5.

6.2     Compliance with the takeoff portion of the mission
guarantee shall be based on the FAA approved Airplane Flight
Manual for the Model 777-200.

6.3     Compliance with the climb, cruise and descent portions of
the mission guarantee shall be established by calculations based
on flight test data obtained from an aircraft in a configuration
similar to that defined by the Detail Specification.

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

6.5     Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance Control
and Loading Manual - Aircraft Report."

6.6     The data derived from tests shall be adjusted as required
by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.

6.7     Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be contingent
on the engine meeting its manufacturer's performance
specification.

7       EXCLUSIVE GUARANTEES

        The only performance guarantees applicable to the
Aircraft are those set forth in this Attachment.


P.A. No. 1663
AERO-B-B111-M98-0520                                  SS98-0403



                       
                                                      Exhibit 10.40
                                                      -------------

                       
                       CHANGE ORDER NO. 9
                                
                     DATED November 6, 1998
                                
                               TO
                                
                   PURCHASE AGREEMENT NO. 1663
                                
                             BETWEEN
                                
                       THE BOEING COMPANY
                                
                               AND
                                
                     UNITED AIR LINES, INC.


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


Purchase Agreement No. 1663, dated December 18, 1990 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:

I.     Effect of Changes on Exhibit A (Detail Specification).
       -----------------------------------------------------

     The attached Price Tabulation including the effects of the
changes listed are hereby deemed incorporated into Detail
Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

II.     Effect of Changes on the Purchase Agreement (Except Exhibit A).
        --------------------------------------------------------------

     The effects of the foregoing changes, except Rapid
Revisions, are as follows:

     A.     Delivery Schedule.
            -----------------

            There is no change to the Aircraft delivery schedule
as set forth in Article 2.1 of the Agreement on account of the
attached changes.


P.A. 1663


Change Order No. 9 to
Purchase Agreement No. 1663
Page 2


     B.     Aircraft Price.
            --------------

            The Basic
 Price of each affected Model 777-222
Aircraft as set forth in Article 3 of the Agreement is adjusted
on account of the foregoing changes as follows:

                         Per Aircraft Price     Per Aircraft Price
                         Adjustment             Adjustment
                         [*CONFIDENTIAL         [*CONFIDENTIAL
                         MATERIAL OMITTED       MATERIAL OMITTED
                         AND FILED              AND FILED
                         SEPARATELY WITH        SEPARATELY WITH
                         THE SECURITIES         THE SECURITIES
                         AND EXCHANGE           AND EXCHANGE
                         COMMISSION             COMMISSION
                         PURSUANT TO A          PURSUANT TO A
                         REQUEST FOR            REQUEST FOR
                         CONFIDENTIAL           CONFIDENTIAL
Aircraft Effectivity     TREATMENT]             TREATMENT]
____________________     __________________     ___________________

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

     C.     Advance Payment Base Price.
            --------------------------

            There is no change in the Advance Payment Base Prices
set forth in Article 5.1 of the Agreement for the affected
Aircraft.

SIGNED as of the day and year first above written.

                       **********************

THE BOEING COMPANY                 UNITED AIR LINES, INC.


By  /s/ Brian R. Belka             By /s/ Douglas A. Hacker
    ------------------                ---------------------                   
                                          Douglas A. Hacker


Its Attorney-in-Fact               Its Senior Vice President and
    ----------------                   -------------------------
                                       Chief Financial Officer


P.A. 1663


Attachment to Change Order No. 9
to Purchase Agreement No. 1663
Page 1 of 2

                   Weight and Price Tabulation
                   UAL Model 777-222 Aircraft
                                
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

                         
                           Master Changes

Change        Change        Engineering     Change           Change
Number        Title         Tab Block       Price            Price
                                         [*CONFIDENTIAL   [*CONFIDENTIAL
                                         MATERIAL         MATERIAL
                                         OMITTED AND      OMITTED AND
                                         FILED            FILED
                                         SEPARATELY       SEPARATELY
                                         WITH THE         WITH THE
                                         SECURITIES       SECURITIES
                                         AND EXCHANGE     AND EXCHANGE
                                         COMMISSION       COMMISSION
                                         PURSUANT TO      PURSUANT TO
                                         A REQUEST        A REQUEST
                                         FOR              FOR
                                         CONFIDENTIAL     CONFIDENTIAL
                                         TREATMENT]       TREATMENT]
_________   _________  _______________ _______________  _______________

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


P.A. 1663


Attachment to Change Order No. 9
to Purchase Agreement No. 1663
Page 2 of 2


                       Total Weight Change


Engineering Tab Block           MEW                  OEW

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



                       Total Price Change

Engineering Tab Block    Total Price Per         Total Price Per
                         Aircraft                Aircraft
                         [*CONFIDENTIAL          [*CONFIDENTIAL
                         MATERIAL OMITTED        MATERIAL OMITTED
                         AND FILED SEPARATELY    AND FILED SEPARATELY
                         WITH THE SECURITIES     WITH THE SECURITIES
                         AND EXCHANGE            AND EXCHANGE
                         COMMISSION PURSUANT     COMMISSION PURSUANT
                         TO A REQUEST FOR        TO A REQUEST FOR
                         CONFIDENTIAL            CONFIDENTIAL
                         TREATMENT]              TREATMENT]
______________________   _____________________   ______________________

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


P.A. 1663





                                                      Exhibit 10.41
                                                      -------------

                     
                      CHANGE ORDER NO. 9A
                                
                     DATED November 6, 1998
                                
                               TO
                                
                   PURCHASE AGREEMENT NO. 1663
                                
                             BETWEEN
                                
                       THE BOEING COMPANY
                                
                               AND
                                
                     UNITED AIR LINES, INC.
                                
                                
THIS CHANGE ORDER PERTAINS TO [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Purchase Agreement No. 1663, dated December 18, 1990 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:

I.     Effect of Changes on Exhibit A (Detail Specification).
       -----------------------------------------------------

     The attached Price Tabulation including the effects of the
changes listed will be incorporated into Detail Specification
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

NOTE:     Revision "B" of Detail Specification [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] had not been completed at the time of signing of this
Change Order 9A.  Boeing will provide such revision concurrent
with delivery of Buyer's next [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY
 WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

II.     Effect of Changes on the Purchase Agreement (Except Exhibit A).
        --------------------------------------------------------------

     The effects of the foregoing changes, except Rapid
Revisions, are as follows:

     A.     Delivery Schedule.
            -----------------

            There is no change to the Aircraft delivery schedule
as set forth in Article 2.1 of the Agreement on account of the
attached changes.


P.A. 1663


Change Order No. 9A to
Purchase Agreement No. 1663
Page 2


     B.     Aircraft Price.
            --------------

            The Basic Price of each affected Model 777-222
Aircraft as set forth in Article 3 of the Agreement is adjusted
on account of the foregoing changes as follows:

                        Per Aircraft Price      Per Aircraft Price
                        Adjustment              Adjustment
                        [*CONFIDENTIAL          [*CONFIDENTIAL
                        MATERIAL OMITTED        MATERIAL OMITTED
                        AND FILED               AND FILED
                        SEPARATELY WITH         SEPARATELY WITH
                        THE SECURITIES          THE SECURITIES
                        AND EXCHANGE            AND EXCHANGE
                        COMMISSION              COMMISSION
                        PURSUANT TO A           PURSUANT TO A
                        REQUEST FOR             REQUEST FOR
                        CONFIDENTIAL            CONFIDENTIAL
Aircraft Effectivity    TREATMENT]              TREATMENT]
- --------------------    ------------------      ------------------



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

     C.     Advance Payment Base Price.
            --------------------------

            There is no change in the Advance Payment Base Prices
set forth in Article 5.1 of the Agreement for the affected
Aircraft.

SIGNED as of the day and year first above written.

                     **********************

THE BOEING COMPANY                 UNITED AIR LINES, INC.

By  /s/ Brian R. Belka             By /s/ Douglas A. Hacker
    ------------------                ---------------------
                                          Douglas A. Hacker


Its Attorney-in-Fact               Its Senior Vice President and
    ----------------                   -------------------------
                                       Chief Financial Officer



P.A. 1663


Attachment to Change Order No. 9A
to Purchase Agreement No. 1663
Page 1 of 6


                   Weight and Price Tabulation
                   UAL Model 777-222 Aircraft
                                
                                
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


                  Post Contract Change Requests


Change     Change     Engineering   MEW     OEW   Change   Change
Number     Title      Tab Block                   Price    Price
                                                  [*CONFIDENTIAL
                                                  MATERIAL
                                                  OMITTED AND
                                                  FILED
                                                  SEPARATELY
                                                  WITH THE
                                                  SECURITIES AND
                                                  EXCHANGE
                                                  COMMISSION
                                                  PURSUANT TO A
                                                  REQUEST FOR
                                                  CONFIDENTIAL
                                                  TREATMENT]
______    _______     ____________  ____    ____  ______  _______


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


                         Master Changes
                                
Change     Change     Engineering   MEW     OEW   Change   Change
Number     Title      Tab Block                   Price    Price
                                                  [*CONFIDENTIAL
                                                  MATERIAL
                                                  OMITTED AND
                                                  FILED
                                                  SEPARATELY
                                                  WITH THE
                                                  SECURITIES AND
                                                  EXCHANGE
                                                  COMMISSION
                                                  PURSUANT TO A
                                                  REQUEST FOR
                                                  CONFIDENTIAL
                                                  TREATMENT]
______    _______     ____________  ____    ____  ______  _______


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


P.A. 1663


Attachment to Change Order No. 9A
to Purchase Agreement No. 1663
Page 2 of 6


Change     Change     Engineering   MEW     OEW   Change   Change
Number     Title      Tab Block                   Price    Price
                                                  [*CONFIDENTIAL
                                                  MATERIAL
                                                  OMITTED AND
                                                  FILED
                                                  SEPARATELY
                                                  WITH THE
                                                  SECURITIES AND
                                                  EXCHANGE
                                                  COMMISSION
                                                  PURSUANT TO A
                                                  REQUEST FOR
                                                  CONFIDENTIAL
                                                  TREATMENT]
______    _______     ____________  ____    ____  ______  _______

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


P.A. 1663


Attachment to Change Order No. 9A
to Purchase Agreement No. 1663
Page 3 of 6


Change     Change     Engineering   MEW     OEW   Change   Change
Number     Title      Tab Block                   Price    Price
                                                  [*CONFIDENTIAL
                                                  MATERIAL
                                                  OMITTED AND
                                                  FILED
                                                  SEPARATELY
                                                  WITH THE
                                                  SECURITIES AND
                                                  EXCHANGE
                                                  COMMISSION
                                                  PURSUANT TO A
                                                  REQUEST FOR
                                                  CONFIDENTIAL
                                                  TREATMENT]
______    _______     ____________  ____    ____  ______  _______

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


P.A. 1663


Attachment to Change Order No. 9A
to Purchase Agreement No. 1663
Page 4 of 6


Change     Change     Engineering   MEW     OEW   Change   Change
Number     Title      Tab Block                   Price    Price
                                                  [*CONFIDENTIAL
                                                  MATERIAL
                                                  OMITTED AND
                                                  FILED
                                                  SEPARATELY
                                                  WITH THE
                                                  SECURITIES AND
                                                  EXCHANGE
                                                  COMMISSION
                                                  PURSUANT TO A
                                                  REQUEST FOR
                                                  CONFIDENTIAL
                                                  TREATMENT]
______    _______     ____________  ____    ____  ______  _______

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


P.A. 1663


Attachment to Change Order No. 9A
to Purchase Agreement No. 1663
Page 5 of 6


Change     Change     Engineering   MEW     OEW   Change   Change
Number     Title      Tab Block                   Price    Price
                                                  [*CONFIDENTIAL
                                                  MATERIAL
                                                  OMITTED AND
                                                  FILED
                                                  SEPARATELY
                                                  WITH THE
                                                  SECURITIES AND
                                                  EXCHANGE
                                                  COMMISSION
                                                  PURSUANT TO A
                                                  REQUEST FOR
                                                  CONFIDENTIAL
                                                  TREATMENT]
______    _______     ____________  ____    ____  ______  _______

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


P.A. 1663


Attachment to Change Order No. 9A
to Purchase Agreement No. 1663
Page 6 of 6


                       Total Weight Change

Engineering Tab Block           MEW                  OEW

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




                       Total Price Change

Engineering Tab Block    Total Price Per        [*CONFIDENTIAL
                         [*CONFIDENTIAL          MATERIAL OMITTED
                         MATERIAL OMITTED        AND FILED SEPARATELY
                         AND FILED SEPARATELY    WITH THE SECURITIES
                         WITH THE SECURITIES     AND EXCHANGE
                         AND EXCHANGE            COMMISSION PURSUANT
                         COMMISSION PURSUANT     TO A REQUEST FOR
                         TO A REQUEST FOR        CONFIDENTIAL
                         CONFIDENTIAL            TREATMENT]
                         TREATMENT]
______________________   _____________________  ______________________

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


P.A. 1663



                       
                                                      Exhibit 10.42
                                                      -------------
                                                      
                                                      
                       CHANGE ORDER NO. 10
                                
                     DATED November 6, 1998
                                
                               TO
                                
                   PURCHASE AGREEMENT NO. 1663
                                
                             BETWEEN
                                
                       THE BOEING COMPANY
                                
                               AND
                                
                     UNITED AIR LINES, INC.


THIS CHANGE ORDER DOCUMENTS CHANGES APPLICABLE TO [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] "A" MARKET AIRCRAFT


I.     Purpose of Change Order 10.
       --------------------------

     The purpose of this Change Order 10 is to collect and make
current all historical special features included in the "A"
Market configuration, including Exhibit A-1, previous Change
Orders 1 through 7, and master changes purchased between the
execution of Change Order 7 and execution of this Change Order
10.  Accordingly, the net effect on weight and pricing of all
special features previously purchased are reflected herein.

Purchase Agreement No. 1663, dated December 18, 1990 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:

II.    Effect of Changes on Exhibit A-1 (Detail Specification).
       -------------------------------------------------------

     The attached Price Tabulation including the effects of the
changes listed are hereby deemed incorporated into Exhibit A-1
and Detail Specification [*CONFIDENTIAL MATERIAL
 OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


Change Order No. 10 to
Purchase Agreement No. 1663
Page 2

III.   Effect of Changes on the Purchase Agreement (Except Exhibit A-1).
       ----------------------------------------------------------------

               As shown in the table below, the total net price
of all Special Features applicable to [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(including Exhibit A-1 and Change Orders 1 through 7, plus the
additional changes in this Change Order 10) was [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  For all [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft, the total net
price of all Special Features (including Exhibit A-1 and Change
Orders 1 through this Change Order 10) shall be [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].


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

____________________    __________________      ___________________

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


SIGNED as of the day and year first above written.

                       **********************


THE BOEING COMPANY                 UNITED AIR LINES, INC.


By  /s/ Brian R. Belka             By /s/ Douglas A. Hacker
    ------------------                ---------------------                   
                                          Douglas A. Hacker


Its Attorney-in-Fact               Its Senior Vice President and
    ----------------                   -------------------------                
                                       Chief Financial Officer



Attachment to Change Order No. 10
to Purchase Agreement No. 1663
Page 1 of 6


                        Price Tabulation
                   UAL Model 777-222 Aircraft
                       Block A "A" Market
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft


CHANGE NO.      TITLE       [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]
___________    __________    __________  __________  __________

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



Attachment to Change Order No. 10
to Purchase Agreement No. 1663
Page 2 of 6


CHANGE NO.      TITLE       [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]
___________    __________    __________  __________  __________

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


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



Attachment to Change Order No. 10
to Purchase Agreement No. 1663
Page 3 of 6


CHANGE NO.      TITLE       [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]
___________    __________    __________  __________  __________

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.1                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


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


Attachment to Change Order No. 10
to Purchase Agreement No. 1663
Page 4 of 6


CHANGE NO.      TITLE       [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]
___________    __________    __________  __________  __________

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.2                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.3                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.4                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


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



Attachment to Change Order No. 10
to Purchase Agreement No. 1663
Page 5 of 6


CHANGE NO.      TITLE       [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]
___________    __________    __________  __________  __________

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.5                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.6                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
___________    ___________  ___________ ___________ ___________
TOTAL C.O.7                 [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]


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



Attachment to Change Order No. 10
to Purchase Agreement No. 1663
Page 6 of 6



CHANGE NO.      TITLE       [*CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]
___________    __________    __________  __________  __________

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


___________    ___________  ___________ ___________ ___________
GRAND                       [*CONFIDENTIAL MATERIAL OMITTEED AND
TOTAL                        FILED SEPARATELY WITH THE SECURITIES
                             AND EXCHANGE COMMISSION PURSUANT TO
                             A REQUEST FOR CONFIDENTIAL TREATMENT]



                       Total Weight Change


Engineering Tab Block          MEW                    OEW

[*CONFIDENTIAL            (SEE NOTE 1)           (SEE NOTE 1)
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]

[*CONFIDENTIAL            (SEE NOTE 1)           (SEE NOTE 1)
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT] Follow-On


NOTE 1:     Weight change data was not completed at the time of
signing this Change Order.  Weights will be provided to Buyer not
later than 30 days after the date of execution of this Change
Order.





                                                      Exhibit 10.43
                                                      -------------
                      
                      
                      CHANGE ORDER NO. 10A
                                
                     DATED November 6, 1998
                                
                               TO
                                
                   PURCHASE AGREEMENT NO. 1663
                                
                             BETWEEN
                                
                       THE BOEING COMPANY
                                
                               AND
                                
                     UNITED AIR LINES, INC.


THIS CHANGE ORDER PERTAINS TO BLOCK B "A"-MARKET AIRCRAFT AND
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]



Purchase Agreement No. 1663, dated December 18, 1990 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:

I.     Effect of Changes on Exhibit A-3 (Detail Specification).
       -------------------------------------------------------

     The attached Price Tabulation including the effects of the
changes listed shall be incorporated into Detail Specification
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

NOTE:     The Original Release of Detail Specification
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] had not been completed at the time of
signing of this Change Order 10A.  Boeing will provide such
revision within ninety (90) days of execution of this Change

Order 10A.

II.     Effect of Changes on the Purchase Agreement (Except Exhibit A-3).
        ----------------------------------------------------------------

     The effects of the foregoing changes, except Rapid
Revisions, are as follows:

     A.     Delivery Schedule.
            -----------------

            There is no change to the Aircraft delivery schedule
as set forth in Article 2.1 of the Agreement on account of the
attached changes.


P.A. 1663


Change Order No. 10A to
Purchase Agreement No. 1663
Page 2


     B.     Aircraft Price.
            --------------

            The Basic Price of each affected Model 777-222 "A"
Market Aircraft as set forth in Article 3 of the Agreement is
adjusted on account of the foregoing changes as follows:


Contract Delivery Month            Per Aircraft Price Adjustment
                                   [*CONFIDENTIAL MATERIAL
                                    OMITTED AND FILED SEPARATELY
                                    WITH THE SECURITIES AND EX-
                                    CHANGE COMMISSION PURSUANT
                                    TO A REQUEST FOR CON-
                                    FIDENTIAL TREATMENT]
______________________________      _____________________________

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

     C.     Advance Payment Base Price.
            --------------------------

       The effects of the attached Weight and Price Tabulation
are already included in the Advance Payment Base Prices set forth
in Article 5.1 of the Agreement for the affected Aircraft.

SIGNED as of the day and year first above written.

                     **********************

THE BOEING COMPANY                 UNITED AIR LINES, INC.


By  /s/ Brian R. Belka             By /s/ Douglas A. Hacker
    ------------------                ---------------------
                                          Douglas A. Hacker

Its Attorney-in-Fact               Its Senior Vice President and
    ----------------                   -------------------------
                                       Chief Financial Officer




P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 1 of 8

                        Price Tabulation
                   UAL Model 777-222 Aircraft
                                
Block B "A" Market Aircraft and[*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                             Changes

Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      ______________
                                             
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 2 of 8


Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      ______________

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


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 3 of 8


Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      ______________

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


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 4 of 8


Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      ______________

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


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 5 of 8


Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      ______________

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


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 6 of 8


Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      _______________

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


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 7 of 8


Change        Change        Engineering      Change
Number        Title         Tab Block        Price
                            (AINs)           [*CONFIDENTIAL
                                             MATERIAL
                                             OMITTED AND
                                             FILED
                                             SEPARATELY
                                             WITH THE
                                             SECURITIES
                                             AND EXCHANGE
                                             COMMISSION
                                             PURSUANT TO
                                             A REQUEST
                                             FOR
                                             CONFIDENTIAL
                                             TREATMENT]
__________  _________       ___________      ______________

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


P.A. 1663


Attachment to Change Order No. 10A
to Purchase Agreement No. 1663
Page 8 of 8


                       Total Weight Change


Engineering Tab Block          MEW                    OEW

[*CONFIDENTIAL            (SEE NOTE 1)           (SEE NOTE 1)
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]

[*CONFIDENTIAL            (SEE NOTE 1)           (SEE NOTE 1)
MATERIAL OMITTED
AND FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]


NOTE 1:     Weight change data was not completed at the time of
signing this Change Order.  Weights will be provided to Buyer not
later than 30 days after the date of execution of this Change
Order.




                       Total Price Change


Engineering Tab Block                  Total Price Per Aircraft
                                       [*CONFIDENTIAL MATERIAL
                                       OMITTED AND FILED
                                       SEPARATELY WITH THE
                                       SECURITIES AND EXCHANGE
                                       COMMISSION PURSUANT TO A
                                       REQUEST FOR CONFIDENTIAL
                                       TREATMENT]
_________________________              __________________________

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


P.A. 1663




                                                      Exhibit 10.44
                                                      -------------

6-1162-MDH-638



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


Subject:     Letter Agreement No. 6-1162-MDH-638 to
             Purchase Agreement No. 1485 -
             [*CONFIDENTIAL MATERIAL OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE
             COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
             TREATMENT]


Reference is made to Purchase Agreement No. 1485 dated October
25, 1988, between The Boeing Company {Boeing} and United Air
Lines, Inc. {Buyer} {the Purchase Agreement} relating to the sale
by Boeing and the purchase by Buyer of Model 757-222 aircraft
{the Aircraft}.

All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.

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


United Air Lines, Inc.
6-1162-MDH-638                   Page 2


     Boeing and Buyer will maintain a [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is
set forth in Attachment A to this Letter Agreement.

     b.     Credit Memorandum.
            -----------------

     Within ten {10} days of the date of signing of this Letter
Agreement Boeing
 shall issue to Buyer a credit memorandum for the
Aircraft scheduled for delivery to Buyer [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
Boeing shall transfer the amount of such Credit Memorandum to a
bank designated in writing by Buyer.

At the time of delivery of the Aircraft scheduled for delivery
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

     On or before March 31, 1999, [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


United Air Lines, Inc.
6-1162-MDH-638                   Page 3


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


United Air Lines, Inc.
6-1162-MDH-638                   Page 4


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





Very truly yours,

THE BOEING COMPANY



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

ACCEPTED AND AGREED TO this

Date:  January 5, 1998
       ---------------

UNITED AIR LINES, INC.



By /s/ Douglas A. Hacker
   ---------------------
       Douglas A. Hacker

Its Senior Vice President and
    -------------------------
    Chief Financial Officer


Attachment A to
6-1162-MDH-638               Page 1



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


United Air Lines, Inc.
6-1162-MDH-638               Page 2



United Air Lines, Inc.
6-1162-MDH-638               Page 3





                                                      Exhibit 10.45
                                                      -------------

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


Subject:  Letter Agreement No. 6-1162-MDH-657 to
          Purchase Agreement No. 1485 -
          [*CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES
          AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT] -
          Additional Matters


Reference is made to Purchase Agreement No. 1485 dated October
25, 1988, between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) relating to the sale by Boeing and the
purchase by Buyer of Model 757-222 aircraft (the Purchase
Agreement).  Further reference is made to Letter Agreement No. 6-
1162-MDH-517 dated July 22, 1997 to the Purchase Agreement {the
Letter Agreement}.

All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.

The Letter Agreement sets forth the terms and conditions under
which Buyer [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].  Boeing and Buyer acknowledge the
delivery of the [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST
 FOR CONFIDENTIAL TREATMENT] as set forth in
Attachment B to the Letter Agreement, was a prerequisite to Buyer
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

Notwithstanding the provision covered in the Letter Agreement,
the parties agree that, [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].


United Air Lines, Inc.
6-1161-MDH-657
Page 2


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

Very truly yours,



THE BOEING COMPANY



By /s/ Brian R. Belka
   ------------------

Its _________________
    

ACCEPTED AND AGREED TO this

Date:  September 29, 1998
       ------------------

UNITED AIR LINES, INC.



By  /s/ Douglas A. Hacker
    ---------------------
        Douglas A. Hacker

Its Senior Vice President and
    -------------------------
    Chief Financial Officer




                                                      Exhibit 10.46
                                                      -------------


6-1162-MDH-668



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


Subject:     Delivery Delay Resolution Program

Reference:   Purchase Agreement No. 1485 (the 757 Purchase
             Agreement) between Boeing and Buyer relating
             to Model 757-222 aircraft (the Aircraft)



This Letter Agreement amends and supplements the Purchase
Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.

1.     Revised Delivery of Aircraft.
       ----------------------------

       Boeing has found it necessary to reschedule the delivery
month of certain Aircraft (the Delayed Aircraft) as set forth
below:

       Original Schedule Month         Revised Schedule Month
       -----------------------         ----------------------

            October 1997                    November 1997
            January 1998                    February 1998
            February 1998                   March 1998
            December 1998                   January 1999

Boeing shall deliver each Delayed Aircraft in accordance with the
terms of the Purchase Agreement during [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
The calendar interval between the original schedule and revised
schedule described above is the "Delay Period."


P.A. 1485


UNITED AIR LINES, INC.
6-1162-MDH-668     Page 2



Boeing has not yet established
 its final production plan for all
potentially impacted Aircraft or Delayed Aircraft.  To the extent
that additional delivery schedule revisions are required, the
terms and conditions (including, if agreed, appropriate
adjustment to advance payment schedules and the Pool (as defined
below)) relating to such additional delivery schedule revisions
shall be [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

2.     Aircraft Purchase Price.
       -----------------------

       The Purchase Price for the Delayed Aircraft, including the
Airframe and Engine Price Adjustment Due to Economic Fluctuation
set forth in the applicable Exhibit D to the Purchase Agreement,
shall be calculated in accordance with the Purchase Agreement
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

3.     Adjusted Advance Payments Schedule for Aircraft, Delayed
Aircraft and Other Undelivered 747, 767 and 777 Aircraft.

3.1    Dollar-Day Pool.
       ---------------

       It is understood and agreed the advance payment schedules
for the Delayed Aircraft specified payment earlier than required
for a delivery on the revised schedule.  Therefore, Boeing will
establish a "Dollar-Day Pool" which may be used by Buyer to
revise the advance payment schedules for Aircraft, Delayed
Aircraft or other undelivered 747, 767 or 777 aircraft ordered in
other purchase agreements in effect between Boeing and Buyer to
the extent necessary to adjust for early payments for the Delayed
Aircraft.  As shown in Attachment A to this Letter Agreement, the
Dollar-Day Pool amount has been determined by multiplying the
dollar amount of each advance payment made by Buyer for the
Delayed Aircraft, times the number of days the advance payment
was made early, due to delay rescheduling.  Subject to the
provisions below, Buyer may draw from the Pool [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] to defer advance payments for Aircraft, Delayed
Aircraft or other undelivered 747, 767 or 777 aircraft ordered in
other purchase agreements in effect between Boeing and Buyer, but
may not utilize the Pool to defer final payment of the purchase
price for any aircraft.


P.A. 1485


UNITED AIR LINES, INC.
6-1162-MDH-668     Page 3

3.2     Notification Requirements.
        -------------------------

        Buyer shall notify Boeing of its utilization of the Pool
upon each such occurrence, and provide a calculation of the
Dollar-Day Pool reduction resulting from such utilization.
Within five days of receipt of Buyer's notification, Boeing will
provide their concurrence with such calculation or otherwise
advise Buyer of their finding.

3.3     Pool Termination.
        ----------------

        Buyer shall exhaust the Pool contents prior to
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].  Any Dollar-Day amounts remaining in the
Pool as of that date will be allocated by Boeing at its sole
discretion to Aircraft, Delayed Aircraft or other undelivered
747, 767 or 777 aircraft ordered in other purchase agreements in
effect between Boeing and Buyer, and the Pool shall be
terminated.

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

4.1    Undelivered Delayed Aircraft.
       ----------------------------

       Boeing will pay to Buyer on the date of delivery the
settlement amount calculated from the table provided in
Attachment B hereto for each day of delay, beginning with the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] for delivery of each such Delayed
Aircraft.  The settlement amount, so calculated (the Monetary
Adjustment), will be provided to Buyer [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

4.2     Delivered Delayed Aircraft.
        --------------------------

        For Delayed Aircraft that have been delivered prior to
execution of this Letter Agreement, Boeing will issue such
Monetary Adjustment [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].


P.A. 1485


UNITED AIR LINES, INC.
6-1162-MDH-668     Page 4


4.3     Further Delays.
        --------------

        In the event that delivery of any Delayed Aircraft is
further delayed beyond the Revised Schedule Month shown above,
the Monetary Adjustment provided for such further delay period
shall be [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

5.      Advance Payment Credit Memorandum.
        ---------------------------------

        Boeing and Buyer agree advance payments for the Delayed
Aircraft will be paid by Buyer to Boeing in accordance with the
Adjusted Advance Payment Schedules.  Notwithstanding such payment
Boeing and Buyer agree for purposes of [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the
advance payments originally due to be paid by Buyer to Boeing for
a Delayed Aircraft prior to the rescheduling of delivery months
as provided in this Letter Agreement shall be deemed to have been
paid by Buyer and received by Boeing in accordance with
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

6.      Purchase Agreement Revision.
        ---------------------------

6.1     Liquidated Damages and Rights of Termination.
        --------------------------------------------

        With respect to the Delayed Aircraft set forth in
paragraph 1. Revised Delivery of Aircraft above, this letter
Agreement cancels and supersedes Letter Agreement 6-1162-GKW-142
to Purchase Agreement No. 1485 entitled "Liquidated Damages and
Rights of Termination", [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

6.2     Other Rights and Obligations.
        ----------------------------

        Except as specifically set forth in this Letter
Agreement, the rights and obligations of the parties under the
terms and conditions of the Purchase Agreement, including the
provisions of Article 6, Excusable Delay, remain in full force
and effect.


P.A. 1485


UNITED AIR LINES, INC.
6-1162-MDH-668     Page 5


7.     EXCULSIVE REMEDY
       ----------------

       THE OBLIGATIONS OF BOEING EXPRESSLY SET FORTH IN THIS
LETTER AGREEEMNT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER
HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER OBLIGATIONS AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES
OF BUYER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE WITH RESPECT TO THE [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] AIRCRAFT.
BOEING'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER SHALL
CONSTITUTE FULL AND FINAL SETTLEMENT AND SATISFACTION OF ALL
CLAIMS OR CAUSES OF ACTION OF BUYER AGAINST BOEING RELATING TO
THE [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] AIRCRAFT AND WILL BE REFLECTED IN A
REDUCED INVOICE AMOUNT, CREDIT MEMORANDUM, OR WIRE TRANSFER.

8.     Confidentiality
       ---------------

       The terms and conditions of this Letter Agreement shall be
considered to be confidential and shall not be disclosed by
either party (except (a) as reasonably necessary to its
respective employees, insurers, auditors or professional
advisors, (b) as either party may reasonably determine may be
required by applicable provisions of, or rules or regulations
under, applicable securities laws, bankruptcy laws or other laws
or applicable stock exchange rules (in which case the disclosing
party shall provide sufficient notice to and discuss with the
other party the facts of such determination), (c) as requested or
required of either party by oral question, interrogatories,
requests for information or documents, subpoena, civil
investigative demand or any informal or formal investigation by
any government or governmental agency or authority (provided the
disclosing party actually has been issued a valid subpoena, civil
investigative demand, or request for production, has duly sought
a protective order when such an


P.A. 1485


UNITED AIR LINES, INC.
6-1161-MDH-668     Page 6


order is possible and, in any case, has provided sufficient
notice to the other party to allow the other party to seek
protection), or (d) as otherwise agreed to by the parties)
without the prior written consent of the other party.


Very truly yours,
                                    ACCEPTED AND AGREED TO

                                    Date:  September 29, 1998
                                           ------------------

THE BOEING COMPANY                  UNITED AIR LINES, INC.



By /s/ Brian R. Belka               By /s/ Douglas A. Hacker
   ------------------                  ---------------------
                                           Douglas A. Hacker

Its Attorney-in-Fact                Its Senior Vice President and
    ----------------                    -------------------------
                                        Chief Financial Officer


P.A. 1485


Attachment A to Letter Agreement 6-1162-MDH-668


                     UNITED AIR LINES, INC.
        MONETARY ADJUSTMENT FOR DELIVERY DELAY - PA 1485


October-97 REVISED TO November-97                    [*CONFIDENTIAL
                                                     MATERIAL
                                                     OMITTED
                                                     AND FILED
                                                     SEPARATELY
                                                     WITH THE
                                                     SECURITIES
                                                     AND EXCHANGE
                                                     COMMISSION
                                                     PURSUANT
                                                     TO A REQUEST 
                                                     FOR
                                                     CONFIDENTIAL
                                                     TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


January-98 REVISED TO February-98                    [*CONFIDENTIAL
                                                     MATERIAL
                                                     OMITTED
                                                     AND FILED
                                                     SEPARATELY
                                                     WITH THE
                                                     SECURITIES
                                                     AND EXCHANGE
                                                     COMMISSION
                                                     PURSUANT
                                                     TO A REQUEST 
                                                     FOR
                                                     CONFIDENTIAL
                                                     TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


February-98 REVISED TO March-98                      [*CONFIDENTIAL
                                                     MATERIAL
                                                     OMITTED
                                                     AND FILED
                                                     SEPARATELY
                                                     WITH THE
                                                     SECURITIES
                                                     AND EXCHANGE
                                                     COMMISSION
                                                     PURSUANT
                                                     TO A REQUEST 
                                                     FOR
                                                     CONFIDENTIAL
                                                     TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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

December-98 REVISED TO January-99                    [*CONFIDENTIAL
                                                     MATERIAL
                                                     OMITTED
                                                     AND FILED
                                                     SEPARATELY
                                                     WITH THE
                                                     SECURITIES
                                                     AND EXCHANGE
                                                     COMMISSION
                                                     PURSUANT
                                                     TO A REQUEST 
                                                     FOR
                                                     CONFIDENTIAL
                                                     TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________
            
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

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



Attachment B to
Letter Agreement No. 6-1162-MDH-668
Purchase Agreement No. 1485



                       COMPENSATION TABLE
                       ------------------

The following table identifies the daily amount Boeing is
required to pay in settlement to compensate Buyer for the delayed
deliveries.


                        Delayed Aircraft
                        ----------------

                             [*CONFIDENTIAL
                             MATERIAL OMITTED
                             AND FILED
                             SEPARATELY WITH
                             THE SECURITIES
                             AND EXCHANGE
                             COMMISSION
Original       Revised       URSUANT TO A
Scheduled      Scheduled     REQUEST FOR
Month of       Month of      CONFIDENTIAL         Daily
Delivery       Delivery      TREATMENT]           Amount

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


P.A. 1485




                                                      Exhibit 10.47
                                                      -------------


6-1162-BRB-132



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

Subject:  Letter Agreement No. 6-1162-BRB-132
          [*CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT]


Reference is made to Purchase Agreement No. 1670 dated December
18, 1990, between The Boeing Company (Boeing), and United Air
Lines, Inc. (Buyer), relating to the sale by Boeing and the
purchase by Buyer of Model 747-422 aircraft (hereinafter referred
to as the 747 Aircraft) and Purchase Agreement No. 2066 dated
September 22, 1997, between Boeing and Buyer relating to the sale
by Boeing and the purchase by Buyer of Model 767-322 (De-Rated
322ER) Aircraft (hereinafter referred to as the 767 Aircraft).

This letter, when accepted by Buyer, will evidence our further
agreement with respect to the matters set forth below.

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

       Boeing and Buyer agree that certain [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
 for which Boeing has proposed and Buyer is reviewing
certain terms of resolution.  Such terms include but are not
limited to, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

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


United Air Lines, Inc.
6-1162-BRB-132     Page 2


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

       To accommodate certain Buyer [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
requirements, Buyer has requested and Boeing has agreed to
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

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

       Boeing and Buyer agree that the [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
accordingly.  Therefore, it is further agreed that, with respect
to each 747 Aircraft and 767 Aircraft identified:

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

5.     Confidentiality
       ---------------

       The terms and conditions of this Letter Agreement shall be
considered to be confidential and shall not be disclosed by
either party (except (a) as reasonably necessary to its
respective employees, insurers, auditors or professional
advisors, (b) as either party may reasonably determine may be
required by applicable provisions of, or rules or regulations
under, applicable securities laws, bankruptcy laws or other laws
or applicable stock exchange rules (in which case the disclosing
party shall provide sufficient notice to and discuss with the
other party the facts of such determination), (c) as requested or
required of either party by oral question, interrogatories,
requests for information or documents, subpoena, civil
investigative demand or any informal or formal investigation by
any government or governmental agency or authority (provided the
disclosing party actually has been issued a valid subpoena, civil
investigative demand, or request for production, has duly sought
a protective order


United Air Lines, Inc.
6-1161-BRB-132     Page 3


when such an order is possible and, in any case, has provided
sufficient notice to the other party to allow the other party to
seek protection), or (d) as otherwise agreed to by the parties)
without the prior written consent of the other party.

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

Very truly yours,                ACCEPTED AND AGREED TO:

                                 Date: August 10, 1998
                                       ---------------

THE BOEING COMPANY               UNITED AIR LINES, INC.


By /s/ Brian R. Belka            By  /s/ Douglas A. Hacker
   ------------------                ---------------------                  
                                         Douglas A. Hacker


Its Attorney-in-Fact             Its Senior Vice President and
    ----------------                 -------------------------                
                                     Chief Financial Officer





                                                      Exhibit 10.48
                                                      -------------


6-1162-MDH-666


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



Subject:     Delivery Delay Resolution Program

Reference:   Purchase Agreement No. 1670 (the Purchase
             Agreement) between The Boeing Company (Boeing)
             and United Air Lines, Inc. (Buyer) relating
             to Model 747-422 aircraft (the Aircraft)


This Letter Agreement amends and supplements the Purchase
Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.

1.     Revised Delivery of Aircraft
       ----------------------------

       Boeing has found it necessary to reschedule the delivery
month of certain Aircraft (the Delayed aircraft) as set forth
below:

    Original Schedule Month            Revised Schedule Month
    -----------------------            ----------------------
        December 1997                      January 1998
        June 1998                          August 1998
        June 1998                          August 1998
        September 1998                     November 1998
        November 1998                      December 1998
        January 1999                       February 1999
        March 1999                         April 1999

Boeing shall deliver each Delayed Aircraft in accordance with the
terms of the Purchase Agreement during [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
The calendar interval between the original schedule and revised
schedule described
 above is the "Delay Period."


P.A. 1670



UNITED AIR LINES, INC.
6-1162-MDH-666     Page 2

Boeing has not yet established its final production plan for all
potentially impacted Aircraft or Delayed Aircraft.  To the extent
that additional delivery schedule revisions are required, the
terms and conditions (including, if agreed, appropriate
adjustment to advance payment schedules and the Pool (as defined
below)) relating to such additional delivery schedule revisions
shall be [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

2.     Aircraft Purchase Price.
       -----------------------

       The Purchase Price for the Delayed Aircraft, including the
Airframe and Engine Price Adjustment Due to Economic Fluctuation
set forth in the applicable Exhibit D to the Purchase Agreement,
shall be calculated in accordance with the Purchase Agreement
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

3.     Adjusted Advance Payments Schedule for Aircraft, Delayed
       Aircraft and Other Undelivered 757, 767 and 777 Aircraft.
       --------------------------------------------------------

       
       3.1    Dollar-Day Pool.
              ---------------

       It is understood and agreed the advance payment schedules
for the Delayed Aircraft specified payment earlier than required
for a delivery on the revised schedule.  Therefore, Boeing will
establish a "Dollar-Day Pool" which may be used by Buyer to
revise the advance payment schedules for Aircraft, Delayed
Aircraft or other undelivered 757, 767 or 777 aircraft ordered in
other purchase agreements in effect between Boeing and Buyer to
the extent necessary to adjust for early payments for the Delayed
Aircraft.  As shown in Attachment A to this Letter Agreement, the
Dollar-Day Pool amount has been determined by multiplying the
dollar amount of each advance payment made by Buyer for the
Delayed Aircraft, times the number of days the advance payment
was made early, due to delay rescheduling.  Subject to the
provisions below, Buyer may draw from the Pool [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] to defer advance payments for Aircraft, Delayed
Aircraft or other undelivered 757, 767 or 777 aircraft ordered in
other purchase agreements in effect between Boeing and Buyer, but
may not utilize the Pool to defer final payment of the purchase
price for any aircraft.


P.A. 1670



UNITED AIR LINES, INC.
6-1162-MDH-666     Page 3


3.2     Notification Requirements.
        -------------------------

Buyer shall notify Boeing of its utilization of the Pool upon
each such occurrence, and provide a calculation of the Dollar-Day
Pool reduction resulting from such utilization.  Within five days
of receipt of Buyer's notification, Boeing will provide their
concurrence with such calculation or otherwise advise Buyer of
their finding.


3.3     Pool Termination.
        ----------------

Buyer shall exhaust the Pool contents prior to [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  Any Dollar-Day amounts remaining in the Pool as of
that date will be allocated by Boeing at its sole discretion to
Aircraft, Delayed Aircraft or other undelivered 757, 767 or 777
aircraft ordered in other purchase agreements in effect between
Boeing and Buyer, and the Pool shall be terminated.


4.     Monetary Adjustment for Delivery Delay.
       --------------------------------------

4.1    Undelivered Delayed Aircraft.
       ----------------------------

       Boeing will pay to Buyer on the date of delivery the
settlement amount calculated from the table provided in
Attachment B hereto for each day of delay, beginning with the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] for delivery of each such Delayed
Aircraft.  The settlement amount, so calculated (the Monetary
Adjustment), will be provided to Buyer [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

4.2     Delivered Delayed Aircraft.
        --------------------------

        For Delayed Aircraft that have been delivered prior to
execution of this Letter Agreement, Boeing will issue such
Monetary Adjustment [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].


P.A. 1670


UNITED AIR LINES, INC.
6-1162-MDH-666     Page 4


4.3     Further Delays.
        --------------

        In the event that delivery of any Delayed Aircraft is
further delayed beyond the Revised Schedule Month shown above,
the Monetary Adjustment provided for such further delay period
shall be [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

5.      Advance Payment Credit Memorandum.
        ---------------------------------

        Boeing and Buyer agree advance payments for the Delayed
Aircraft will be paid by Buyer to Boeing in accordance with the
Adjusted Advance Payment Schedules.  Notwithstanding such
payment, Boeing and Buyer agree for purposes of [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT], the advance payments originally due to be paid by
Buyer to Boeing for a Delayed Aircraft prior to the rescheduling
of delivery months as provided in this Letter Agreement shall be
deemed to have been paid by Buyer and received by Boeing in
accordance with [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

6.      Purchase Agreement Revision.
        ---------------------------

6.1     Liquidated Damages and Rights of Termination.
        --------------------------------------------

        With respect to the Delayed Aircraft set forth in
paragraph 1 Revised Delivery of Aircraft above, this Letter
Agreement cancels and supersedes Letter Agreement 6-1162-DLJ-888
to Purchase Agreement No. 1670 entitled "Liquidated Damages and
Rights of Termination", [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

6.2     Other Rights and Obligations.
        ----------------------------

        Except as specifically set forth in this Letter
Agreement, the rights and obligations of the parties under the
terms and conditions of the Purchase Agreement, including the
provisions of Article 6, Excusable Delay, remain in full force
and effect.


P.A. 1670


UNITED AIR LINES, INC.
6-1162-MDH-666     Page 5



7.     EXCLUSIVE REMEDY.
       ----------------

       THE OBLIGATIONS OF BOEING EXPRESSLY SET FORTH IN THIS
LETTER AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER
HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER OBLIGATIONS AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES
OF BUYER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE WITH RESPECT TO THE [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] AIRCRAFT.
BOEING'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER SHALL
CONSTITUTE FULL AND FINAL SETTLEMENT AND SATISFACTION OF ALL
CLAIMS OR CAUSES OF ACTION OF BUYER AGAINST BOEING RELATING TO
THE [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] AIRCRAFT AND WILL BE REFLECTED IN
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

8.     Confidentiality.
       ---------------
       The terms and conditions of this Letter Agreement shall
be considered to be confidential and shall not be disclosed by
either party (except (a) as reasonably necessary to its
respective employees, insurers, auditors or professional
advisors, (b) as either party may reasonably determine may be
required by applicable provisions of, or rules or regulations
under, applicable securities laws, bankruptcy laws or other laws
or applicable stock exchange rules (in which case the disclosing
party shall provide sufficient notice to and discuss with the
other party the facts of such determination), (c) as requested or
required of either party by oral question, interrogatories,
requests for information or documents, subpoena, civil
investigative demand or any informal or formal investigation by
any government or governmental agency or authority (provided the
disclosing party actually has been issued a valid subpoena, civil
investigative demand, or request for production, has duly sought
a protective order when such an


P.A. 1670


UNITED AIR LINES, INC.
6-1162-MDH-666     Page 6


order is possible and, in any case, has provided sufficient
notice to the other party to allow the other party to seek
protection), or (d) as otherwise agreed to by the parties)
without the prior written consent of the other party.

Very truly yours,

                                ACCEPTED AND AGREED TO:

                                Date: September 29, 1998
                                      ------------------

THE BOEING COMPANY              UNITED AIR LINES, INC.


By  /s/ Brian R. Belka           By  /s/Douglas A. Hacker
        --------------               --------------------              
                                        Douglas A. Hacker

Its Attorney-in-Fact            Its  Senior Vice President and
    ----------------                 -------------------------                
                                     Chief Financial Officer


P.A. 1670



Attachment A to Letter Agreement 6-1162-MDH-666
Page 1


                     UNITED AIR LINES, INC.
        MONETARY ADJUSTMENT FOR DELIVERY DELAY - PA 1670


December-97 REVISED TO January-98                     [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR 
                                                      CONFIDENTIAL
                                                      TREATMENT]


MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


June-98 REVISED TO August-98                          [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR
                                                      CONFIDENTIAL
                                                      TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


June-98 REVISED TO August-98                          [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR
                                                      CONFIDENTIAL
                                                      TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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



Attachment A to Letter Agreement 6-1162-MDH-666
Page 2

                     UNITED AIR LINES, INC.
        MONETARY ADJUSTMENT FOR DELIVERY DELAY - PA 1670


September-98 REVISED TO November-98                   [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR 
                                                      CONFIDENTIAL
                                                      TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


November-98 REVISED TO December-98                    [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR
                                                      CONFIDENTIAL
                                                      TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


January-99 REVISED TO February-99                     [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR
                                                      CONFIDENTIAL
                                                      TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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



Attachment A to Letter Agreement 6-1162-MDH-666
Page 3


                     UNITED AIR LINES, INC.
        MONETARY ADJUSTMENT FOR DELIVERY DELAY - PA 1670


March-99 REVISED TO April-99                          [*CONFIDENTIAL
                                                      MATERIAL
                                                      OMITTED
                                                      AND FILED
                                                      SEPARATELY
                                                      WITH THE
                                                      SECURITIES
                                                      AND EXCHANGE
                                                      COMMISSION
                                                      PURSUANT
                                                      TO A REQUEST 
                                                      FOR
                                                      CONFIDENTIAL
                                                      TREATMENT]

MO. PRIOR             REVISED               #           DOLLAR
TO DEL.      DATE     DEFERRED   PAID     DAYS      $   DAY
_______     _______   ________   _____   _______  ____ ____________

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


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



Attachment B to
Letter Agreement No. 6-1162-MDH-666
Purchase Agreement No. 1670



                       COMPENSATION TABLE
                       ------------------


The following table identifies the daily amount Boeing is
required to pay in settlement to compensate Buyer for the delayed
deliveries.


                        Delayed Aircraft
                        ----------------

                              [*CONFIDENTIAL
                              MATERIAL OMITTED
                              AND FILED
                              SEPARATELY WITH
                              THE SECURITIES
                              AND EXCHANGE
                              COMMISSION
Original       Revised        PURSUANT TO A
Scheduled      Scheduled      REQUEST FOR
Month of       Month of       CONFIDENTIAL         Daily
Delivery       Delivery       TREATMENT]           Amount
- ---------      ---------      -----------------    ------

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


P.A. 1670





<TABLE>
<CAPTION>
                                                  Exhibit 12.1
                                                  ------------
 

               UAL Corporation and Subsidiary Companies
                              
           Computation of Ratio of Earnings to Fixed Charges



                                       Year Ended December 31
                                       ----------------------
                                1998    1997    1996    1995    1994
                                ----    ----    ----    ----    ----
Earnings:                                  (In Millions)
<S>                          <C>     <C>     <C>      <C>    <C>           
 Earnings before income taxes 
  and extraordinary item      $1,256  $1,524  $  970  $  621  $  171
 Undistributed earnings of            
  affiliate                      (62)    (16)    (49)    (38)    (19)
 Fixed charges, from below       986     991   1,112   1,239   1,052
 Interest capitalized           (105)   (104)    (77)    (42)    (41)
                               -----   -----   -----   -----   -----
     Earnings                 $2,075  $2,395  $1,956  $1,780  $1,163
                               =====   =====   =====   =====   =====
                                                               
Fixed charges:                                                 
                                                               
 Interest expense             $  355  $  286  $  295  $  399  $  372
 Portion of rental expense  
  representative of the 
  interest factor                631     705     817     840     680
                               -----   -----   -----   -----   -----
     Fixed charges            $  986  $  991  $1,112  $1,239  $1,052
                               =====   =====   =====   =====   =====
                                                               
Ratio of earnings to       
 fixed charges                  2.10    2.42    1.76    1.44    1.10
                               =====   =====   =====   =====   =====
                                                               
</TABLE>






<TABLE>
<CAPTION>

                                                  Exhibit 12.2
                                                  ------------

         
               UAL Corporation and Subsidiary Companies
                              
           Computation of Ratio of Earnings to Fixed Charges

               and Preferred Stock Dividend Requirements


                                       Year Ended December 31
                                       ----------------------
                               1998    1997    1996    1995    1994
                               ----    ----    ----    ----    ----
Earnings:                                  (In Millions)
<S>                         <C>     <C>      <C>     <C>    <C>            
 Earnings before income taxes
  and extraordinary item     $1,256  $1,524  $  970  $  621  $  171
 Undistributed earnings of            
  affiliate                     (62)    (16)    (49)    (38)    (19)
 Fixed charges and preferred                                           
  stock dividend requirements,
  from below                  1,150   1,116   1,209   1,326   1,184
 Interest capitalized          (105)   (104)    (77)    (42)    (41)
                              -----   -----   -----   -----   -----
     Earnings                $2,239  $2,520  $2,053  $1,867  $1,295
                              =====   =====   =====   =====   =====
                                                               
Fixed charges:                                                 
                                                               
 Interest expense            $  355  $  286  $  295  $  399  $  372
 Preferred stock dividend          
  requirements                  164     125      97      87     132
 Portion of rental expense 
  representative of the 
  interest factor               631     705     817     840     680
                              -----   -----   -----   -----   -----
     Fixed charges           $1,150  $1,116  $1,209  $1,326  $1,184
                              =====   =====   =====   =====   =====
                                                               
Ratio of earnings to       
 fixed charges                 1.95    2.26    1.70    1.41    1.09
                              =====   =====   =====   =====   =====
                                                               
</TABLE>






                                                  Exhibit 23
                                                  ----------



            Consent of Independent Public Accountants
            -----------------------------------------                    
                                
As independent public accountants, we hereby consent to the
incorporation of our report included in the UAL Corporation Form
10-K for the year ended December 31, 1998, into the Company's
previously filed Post-Effective Amendment No. 1 to Form S-8 (File
No. 2-67368) and Post-Effective Amendment No. 2 to Form S-8 (File
No. 33-37613) for the Employees' Stock Purchase Plan of UAL
Corporation; Post-Effective Amendment No. 1 to Form S-8 (File No.
33-38613) and Form S-8 (File No. 333-63185) for the United Air
Lines, Inc. Management and Salaried Employees' 401(k) Retirement
Savings Plan; Post-Effective Amendment No. 1 to Form S-8 (File
No. 33-44552), Form S-8 (File No. 33-57331), Form S-8 (File No.
333-03041) and Form S-8 (File No. 333-63181) for the United Air
Lines, Inc. Ground Employees' 401(k) Retirement Savings Plan;
Post-Effective Amendment No. 1 to Form S-8 (File No. 33-44553),
Form S-8 (File No. 33-62749), Form S-8 (File No. 333-52249) and
Form S-8 (File No. 333-63179) for the United Air Lines, Inc.
Flight Attendant Employees' 401(k) Retirement Savings Plan; Post-
Effective Amendment No. 1 to Form S-8 (File No. 33-59950) and
Form S-8 (File No. 333-03039) for the United Air Lines, Inc.
Pilots' Directed Account Retirement Income Plan; Post-Effective
Amendment
 No. 2 to Form S-8 (File No. 33-41968), Form S-8 (File
No. 33-10206), Form S-8 (File No. 33-61007), Form S-8 (File No.
333-03043) for the UAL Corporation 1981 Incentive Stock Plan; and
Form S-8 and Post-Effective Amendment No. 1 to Form S-8 (File No.
33-60675) for Directors Fees Taken in Stock Under UAL Corporation
1995 Directors Plan; and Form S-3 (File No. 33-57192), as
amended.




                                   /s/ Arthur Andersen LLP
                                   -----------------------
                                   Arthur Andersen LLP


Chicago, Illinois
March 15, 1999





<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998 AND STATEMENT OF
CONSOLIDATED FINANCIAL POSITION AS OF DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                                     <C>
<FISCAL-YEAR-END>                                   DEC-31-1998
<PERIOD-START>                                      JAN-01-1998
<PERIOD-END>                                        DEC-31-1998
<PERIOD-TYPE>                                            12-MOS
<CASH>                                                      390
<SECURITIES>                                                425
<RECEIVABLES>                                             1,138
<ALLOWANCES>                                                 22
<INVENTORY>                                                 384
<CURRENT-ASSETS>                                          2,908
<PP&E>                                                   18,827
<DEPRECIATION>                                            5,773
<TOTAL-ASSETS>                                           18,559
<CURRENT-LIABILITIES>                                     5,668
<BONDS>                                                   4,971
<PREFERRED-MANDATORY>                                       100
<PREFERRED>                                                   0
<COMMON>                                                      1
<OTHER-SE>                                                3,280
<TOTAL-LIABILITY-AND-EQUITY>                             18,559
<SALES>                                                       0
<TOTAL-REVENUES>                                         17,561
<CGS>                                                         0
<TOTAL-COSTS>                                            16,083
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                          355
<INCOME-PRETAX>                                           1,256
<INCOME-TAX>                                                429
<INCOME-CONTINUING>                                         821
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                                821
<EPS-PRIMARY>                                             12.71
<EPS-DILUTED>                                              6.83
        

</TABLE>







                                                    EXHIBIT 99






               SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.





                            FORM 11-K

                          ANNUAL REPORT

                Pursuant to Section 15(d) of the

                 Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 1998





        Employees' Stock Purchase Plan of UAL Corporation
        -------------------------------------------------            
                    (Full title of the Plan)


                         UAL Corporation
                         ---------------
          (Employer sponsoring the Plan, issuer of the
            participations in the Plan and issuer of
              the shares held pursuant to the Plan)


        1200 Algonquin Road, Elk Grove Township, Illinois
                        Mailing Address:

    UAL Corporation, P.O.Box 66919, Chicago, Illinois  60666
    --------------------------------------------------------
            (Address of principal executive offices)
                                
                                
                                
                                
                                
                                
                                
                                
                                

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------


To UAL Corporation:

We have audited the accompanying statements of financial position
of  the  Employees' Stock Purchase Plan of UAL  Corporation  (the
"Plan")  as  of  December  31, 1998  and  1997  and  the  related
statements  of changes in participants' equity for  each  of  the
three  years  in  the  period ended  December  31,  1998.   These
financial  statements  are  the  responsibility  of  the   Plan's
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's 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 financial position
of  the Plan as of December 31, 1998 and 1997 and the changes  in
its  participants'  equity for each of the  three  years  in  the
period  ended  December  31, 1998, in conformity  with  generally
accepted accounting principles.




                                        /s/ Arthur Andersen LLP

                                            ARTHUR ANDERSEN LLP


Chicago, Illinois
March 15, 1999





Signature
- ---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the sponsor and issuer of the participants of the Plan, UAL
Corporation has duly caused this Annual Report to be signed on
its behalf by the undersigned thereunto duly authorized.









                                              UAL Corporation
                                                 Administrator




Dated March 12, 1999                       By /s/  Douglas A. Hacker

                                              Douglas A. Hacker
                                              Senior Vice President and 
                                              Chief Financial Officer




<TABLE>
<CAPTION>

                 EMPLOYEES' STOCK PURCHASE PLAN
                 ------------------------------      
                       OF UAL CORPORATION
                       ------------------

                STATEMENTS OF FINANCIAL POSITION
                --------------------------------
             (In Thousands, Except Number of Shares)



                                                  December 31
                                                1998        1997
                                                ----        ----
<S>                                        <C>         <C>
ASSETS
- ------
Participants' payroll deductions
     receivable from UAL Corporation        $    369    $    684

Investment in common stock of
     UAL Corporation, at quoted market
     value (1998 - 528,112 shares, cost
     $21,208; 1997 - 506,971 shares, cost
     $17,283).                                31,522      46,895
                                              ------      ------
                                            $ 31,891    $ 47,579                                        
                                            ========    ========



LIABILITIES AND PARTICIPANTS' EQUITY
- ------------------------------------

Payable to terminating and partially
     withdrawing participants, at
     quoted market value (1998 - 6,172
     shares, cost $ 368; 1997 - 170
     shares, cost $ 16).                    $    368    $     16

Participants' equity                          31,523      47,563
                                              ------      ------
                                            $ 31,891    $ 47,579
                                            ========    ========

The accompanying notes to financial statements are an integral
part of these statements.
</TABLE>



<TABLE>
<CAPTION>
                                
                                
                 EMPLOYEES' STOCK PURCHASE PLAN
                 ------------------------------
                       OF UAL CORPORATION
                       ------------------
          STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
          ---------------------------------------------
                         (In Thousands)


                                            Year Ended December 31
                                            ----------------------
                                          1998       1997       1996
                                          ----       ----       ----

<S>                                     <C>        <C>        <C>
Balance at beginning of year            $ 47,563   $ 32,247   $ 22,146

Increase (decrease) during year:
  Participants' payroll deductions         5,810      5,576      3,849
  Realized gain on stock distributed
    to participants                          150      3,682      1,312
  Unrealized appreciation (depreciation)
    in value of investment               (19,298)    11,501      8,086
  Stock and cash for fractional shares 
    distributed or amounts payable to 
    participants, at market value         (2,702)    (5,443)    (3,146)
                                         -------    -------    -------
                                         (16,040)    15,316     10,101
                                         =======    =======    =======

Balance at end of year                  $ 31,523   $ 47,563   $ 32,247
                                         =======    =======    =======
</TABLE>



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

                                
                                
                 EMPLOYEES' STOCK PURCHASE PLAN
                 ------------------------------
                       OF UAL CORPORATION
                       ------------------


                  NOTES TO FINANCIAL STATEMENTS
                  -----------------------------

(1)  The Plan
- -------------
The Employees' Stock Purchase Plan of UAL Corporation (the
"Plan") is sponsored by UAL Corporation ("UAL").  UAL offers
participation in the Plan to eligible employees of UAL and its
subsidiaries.

(2)  Purchase and Distribution of Stock
- ---------------------------------------
Purchases are made by the Plan monthly, and the shares purchased
are credited to the accounts of each participant on the basis of
the ratio of the participant's contribution to total
participants' contributions for the month.  The cost of common
stock purchased for the Plan includes all brokerage charges
involved in the purchase.

When shares of stock are distributed to the individual
participants pursuant to the terms of the Plan, the market value
of such shares is removed from the investment account of the
Plan.

Terminating participants receive a certificate for the full
number of shares, plus cash for the fractional shares, held for
their accounts.  Partially withdrawing participants receive
certificates for the full number of shares withdrawn.  There are
no forfeiture provisions under the Plan with respect to
participants' contributions.

(3)  Investment in Common Stock of UAL
- --------------------------------------
The investment in common stock of UAL is valued at the year-end
published market prices as reported by the New York Stock
Exchange.

(4)  Realized Gain on Stock Distributed to Participants
- -------------------------------------------------------
Gains on stock distributed to participants are realized to the
extent of the difference between the weighted average cost of
shares distributed and the market value at the date of
distribution.

(5)  Unrealized Appreciation (Depreciation) in Value of Investment
- ------------------------------------------------------------------
The unrealized appreciation (depreciation) in the value of
investment is the change from the prior year-end to the current
year-end in the difference between the market value and the cost
of the investment.



The following is a summary of unrealized appreciation
(depreciation):

<TABLE>
<CAPTION>
                                          1998      1997      1996
                                          ----      ----      ----
                                                (In Thousands)

<S>                                   <C>        <C>        <C>
Balance at beginning of year          $ 29,612   $ 18,111   $ 10,025
Increase (decrease) during year        (19,298)    11,501      8,086
                                       --------   -------   --------
Balance at end of year                $ 10,314   $ 29,612   $ 18,111
                                      =========  ========   ========
</TABLE>



(6)  Administrative Expenses of the Plan
- ----------------------------------------
All administrative expenses of the Plan are paid by UAL.

(7)  Federal Income Tax
- -----------------------
Under existing federal income tax laws, the Plan is not subject
to federal income tax.  Any dividend income is taxable to the
participants upon distribution and receipt.  When any shares of
stock or rights acquired under the Plan are sold by or for a
participant, any gain or loss must be recognized by that
participant.







            Consent of Independent Public Accountants
                                
                                
As independent public accountants, we hereby consent to the
incorporation of our report included in Exhibit 99 of the UAL
Corporation Form 10-K for the year ended December 31, 1998, into
the Company's previously filed Post-Effective Amendment No. 1 to
Form S-8 (File No. 2-67368) and Post-Effective Amendment No. 2 to
Form S-8 (File No. 33-37613) for the Employees' Stock Purchase
Plan of UAL Corporation.





                                   /s/ Arthur Andersen LLP
                                   
                                   Arthur Andersen LLP


Chicago, Illinois
March 15, 1999