UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM 10-Q

            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

 For Quarter Ended September 30, 1995,  Commission File Number 1-6033

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

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

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


 Registrant's telephone number, including area code (708) 952-4000


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

                      Yes    X            No


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

                                               Outstanding at
                    Class                      October 31, 1995

       Common Stock ($0.01 par value)            12,667,272


   UAL Corporation and Subsidiary Companies Report on Form 10-Q
             For the Quarter Ended September 30, 1995

Index


Part I. Financial Information                                Page No.


        Item 1.   Financial statements:

                  Condensed statement of consolidated               3
                  financial position - as of September 30, 1995
                  (unaudited) and December 31, 1994


                  Statement of consolidated operations              5
                  (unaudited) - for the three months and
                  nine months ended September 30, 1995 and 1994


                  Condensed statement of consolidated               7
                  cash flows (unaudited) - for the nine
                  months ended September 30, 1995 and 1994


                  Notes to consolidated financial                   8

                  statements (unaudited)



        Item 2.   Management's discussion and analysis             14
                  of financial condition and results of
                  operations



Part II.  Other Information


          Item 1.  Legal Proceedings                               23

          Item 5.  Other Information                               24

          Item 6.  Exhibits and Reports on Form 8-K                24 

Signatures                                                         25 

Exhibit Index                                                      26







                      PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

<TABLE>
<CAPTION>

                 UAL Corporation and Subsidiary Companies
          Condensed Statement of Consolidated Financial Position
                              (In Millions)


                                                 September 30,
                                                    1995         December 31,
Assets                                           (Unaudited)         1994    
<S>                                               <C>             <C>

Current assets:
  Cash and cash equivalents                       $   431         $   500
  Short-term investments                            1,198           1,032
  Receivables, net                                  1,120             889
  Inventories, net                                    304             285
  Deferred income taxes                               135             151
  Prepaid expenses and other                          348             335
                                                    3,536           3,192



Operating property and equipment:
  Owned                                            11,015          10,824
  Accumulated depreciation and amortization        (5,064)         (4,786)
                                                    5,951           6,038


  Capital leases                                    1,386           1,132
  Accumulated amortization                           (490)           (447)
                                                      896             685

                                                    6,847           6,723



Other assets:
  Intangibles, net                                    772             814
  Deferred income taxes                               346             480
  Other                                               569             555
                                                    1,687           1,849



                                                  $12,070         $11,764

</TABLE>

           See accompanying notes to consolidated financial statements.







<TABLE>
<CAPTION>


                   UAL Corporation and Subsidiary Companies
            Condensed Statement of Consolidated Financial Position
                                (In Millions)



                                             September 30, 
                                                1995        December 31,
Liabilities and Stockholders' Equity         (Unaudited)        1994    
<S>                                          <C>             <C>

Current liabilities:
  Short-term borrowings                      $    -          $   269
  Current portions of long-term debt
    and capital lease obligations                305             460
  Advance ticket sales                         1,322           1,020
  Accounts payable                               719             651
  Other                                        2,575           2,506
                                               4,921           4,906

Long-term debt                                 3,087           2,887

Long-term obligations under capital leases       922             730

Other liabilities and deferred credits:
  Deferred pension liability                     251             520
  Postretirement benefit liability             1,211           1,148
  Deferred gains                               1,245           1,363
  Other                                          520             477
                                               3,227           3,508

Minority interest                                 57              49

Stockholders' equity:
  Preferred stock                                 -               - 
  Common stock at par                             -               - 
  Additional capital invested                  1,316           1,287
  Retained earnings (deficit)                   (981)         (1,335)
  Unearned ESOP preferred stock                 (285)            (83)
  Other                                         (194)           (185)
                                                (144)           (316)
Commitments and contingent liabilities
  (See note)                                                        

                                             $12,070         $11,764
</TABLE>


         See accompanying notes to consolidated financial statements.



<TABLE>
<CAPTION>

                   UAL Corporation and Subsidiary Companies
               Statement of Consolidated Operations (Unaudited)
                       (In Millions, Except Per Share)

                                                     Three Months  
                                                   Ended September 30 
                                                  1995           1994 
<S>                                              <C>            <C>
Operating revenues:
  Passenger                                      $3,694         $3,400
  Cargo                                             197            169
  Other operating revenues                          236            245
                                                  4,127          3,814
Operating expenses:
  Salaries and related costs                      1,137          1,160
  ESOP compensation expense                         139             88
  Aircraft fuel                                     435            425
  Commissions                                       409            389
  Aircraft rent                                     258            231
  Purchased services                                277            244
  Depreciation and amortization                     182            184
  Landing fees and other rent                       215            165
  Food services                                     146            141
  Aircraft maintenance                              100            102
  Personnel expenses                                 76             62
  Other operating expenses                          286            311
                                                  3,660          3,502

Earnings from operations                            467            312 

Other income (expense):
  Interest expense                                 (101)          (102)
  Interest capitalized                                9             12
  Interest income                                    27             21
  Equity in earnings of affiliates                   14              6
  Miscellaneous, net                                (22)           (87)
                                                    (73)          (150)

Earnings before income taxes                        394            162 
Provision for income taxes                          151             80 

Net earnings                                     $  243         $   82 

Net earnings per share:
  Primary                                        $14.06         $ 4.24 
  Fully-diluted                                  $12.87         $ 4.21 

Average shares:
  Primary                                          16.4           14.5 
  Fully-diluted                                    18.3           14.6 
</TABLE>


      See accompanying notes to consolidated financial statements.




<TABLE>
<CAPTION>

                   UAL Corporation and Subsidiary Companies
               Statement of Consolidated Operations (Unaudited)

                       (In Millions, Except Per Share)

                                                     Nine Months  
                                                   Ended September 30  

                                                  1995           1994  
<S>                                              <C>            <C>

Operating revenues:
  Passenger                                      $10,006        $ 9,273
  Cargo                                              557            501
  Other operating revenues                           713            737

                                                  11,276         10,511
Operating expenses:
  Salaries and related costs                       3,396          3,578
  ESOP compensation expense                          336             88
  Aircraft fuel                                    1,225          1,174
  Commissions                                      1,115          1,083
  Aircraft rent                                      768            687
  Purchased services                                 782            698
  Depreciation and amortization                      519            539
  Landing fees and other rent                        595            464
  Food services                                      400            355
  Aircraft maintenance                               302            329
  Personnel expenses                                 209            186
  Other operating expenses                           822            887

                                                  10,469         10,068

Earnings from operations                             807            443 

Other income (expense):
  Interest expense                                  (304)          (268)
  Interest capitalized                                31             31
  Interest income                                     75             62
  Equity in earnings of affiliates                    41             20
  Miscellaneous, net                                   1           (127)

                                                    (156)          (282)
Earnings before income taxes and
  cumulative effect of accounting change             651            161 
Provision for income taxes                           254             95 
Earnings before cumulative
  effect of accounting change                        397             66 
Cumulative effect of accounting change,
  net of tax                                          -             (26)

Net earnings                                     $   397        $    40 

Per share, primary:
  Earnings before cumulative effect of
    accounting change                            $ 25.89        $  1.25 
  Cumulative effect of accounting change             -            (1.22)

  Net earnings                                   $ 25.89        $  0.03 

Net earnings per share, fully-diluted            $ 23.82        $  0.03 

Average shares:
  Primary                                           15.4           21.2 
  Fully-diluted                                     17.5           21.4 
</TABLE>


      See accompanying notes to consolidated financial statements.




<TABLE>
<CAPTION>

                   UAL Corporation and Subsidiary Companies
          Condensed Statement of Consolidated Cash Flows (Unaudited)
                                (In Millions)

                                                       Nine Months
                                                    Ended September 30 
                                                   1995           1994 

<S>                                              <C>            <C>
Cash and cash equivalents at beginning of
  period                                         $   500        $   437

Cash flows from operating activities               1,372          1,179

Cash flows from investing activities:
  Additions to property and equipment               (742)          (424)
  Proceeds on disposition of property and
    equipment                                        446            419
  Decrease (increase) in short-term
    investments                                     (167)           283 
  Other, net                                         (22)            21 
                                                    (485)           299 

Cash flows from financing activities:
  Repayment of long-term debt                       (518)          (115)
  Issuance of long-term debt                          -             735
  Principal payments under capital
    lease obligations                                (67)           (77)
  Decrease in short-term borrowings                 (269)           (46)
  Dividends paid                                     (39)           (31)
  Issuance of preferred stock                         -             400
  Recapitalization distribution                       -          (2,068)
  Other, net                                         (63)            26 
                                                    (956)        (1,176)
Increase (decrease) in cash
  and cash equivalents                               (69)           302 

Cash and cash equivalents at end of period       $   431        $   739


Cash paid during the period for:
  Interest (net of amounts capitalized)          $   253        $   213
  Income taxes                                   $    63        $    13

Non-cash transactions:
  Capital lease obligations incurred             $   280        $    - 
  Long-term debt incurred in connection
    with additions to equipment                  $    23        $    18
  Long-term debt issued in exchange for
    Series A preferred stock                     $   546        $    - 
  Unrealized gain on investments                 $     4        $     2 

</TABLE>


      See accompanying notes to consolidated financial statements.



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

The Company

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

Interim Financial Statements

      The consolidated financial statements included herein have been 
prepared pursuant to the rules and regulations of the Securities and 
Exchange Commission.  Certain information and footnote disclosures 
normally included in financial statements prepared in accordance with 
generally accepted accounting principles have been condensed or omitted 
pursuant to or as permitted by such rules and regulations, although UAL 
believes that the disclosures are adequate to make the information 
presented not misleading.  In management's opinion, all adjustments 
(which, except for the effects on the 1994 periods of the employee 
investment transaction, include only normal recurring adjustments) 
necessary for a fair presentation of the results of operations for the 
three and nine month periods have been made.  These financial statements 
should be read in conjunction with the consolidated financial statements 
and footnotes thereto included in UAL's Annual Report on Form 10-K for 
the year 1994.

ESOP Compensation Expense

      "ESOP compensation expense" represents the estimated average fair 
value of ESOP convertible preferred stock committed to be released to 
employees for the period, net of amounts used to satisfy dividend 
requirements for previously allocated ESOP convertible preferred shares, 
under Employee Stock Ownership Plans which were created as a part of the 
July 1994 employee investment transaction and recapitalization.  ESOP 
compensation expense is credited directly to stockholders' equity.

Other Income (Expense) - Miscellaneous

<TABLE>
<CAPTION>

"Miscellaneous, net" consisted of the following:

                               Third Quarter       Nine-month Period
                               1995      1994       1995      1994

<S>                            <C>       <C>       <C>       <C>
Foreign exchange gains
  (losses)                     $(16)     $  -       $(14)     $   9 
Gains on dispositions
  of property                     7         2         49          8 
Minority interests in
  Apollo Travel Services         (6)       (6)       (18)       (18)
Recapitalization
  transaction costs               -       (80)         -       (121)
Other                            (7)       (3)       (16)        (5)

                               $(22)     $(87)      $  1      $(127)
</TABLE>



Income Taxes

      The provisions for income taxes for the 1995 third quarter and 
nine-month period are based on the estimated annual effective tax rate, 
which differs from the federal statutory rate of 35% principally due to 
state income taxes and certain nondeductible expenses.  The provisions 
for income taxes for the 1994 third quarter and nine-month period were 
based on the actual effective tax rate for the periods, and include the 
effects of nondeductible expenses related to the employee investment 
transaction and recapitalization.  Deferred tax assets are recognized 
based upon UAL's history of operating earnings and expectations for 
future taxable income.

Accounting Change

      UAL adopted Statement of Financial Accounting Standards ("SFAS") 
No. 112, "Employers' Accounting for Postemployment Benefits," effective 
January 1, 1994.  The effect of adopting SFAS No. 112 was a cumulative 
charge for recognition of the transition liability of $42 million, 
before tax benefits of $16 million.

Per Share Amounts

      In April 1995, UAL issued convertible subordinated debentures in 
exchange for Series A preferred stock (See Preferred Stock 
Transactions).  As a result of the exchange, UAL recorded a non-cash 
increase of $45 million in additional capital invested representing the 
excess of the carrying value of the preferred stock exchanged over the 
fair value of the new debentures.  In May 1995, UAL repurchased 420 
shares of its Series B preferred stock, resulting in a $1.9 million 
decrease in equity (See Preferred Stock Transactions).  These 
transactions had no effect on earnings; however, their net impact on 
UAL's equity is included in the computation of earnings per share.  The 
impact on earnings per share for the nine months ended September 30, 
1995 was as follows:


Per share, primary:
      Net earnings before preferred
        stock transactions                        $23.09
      Preferred stock transactions                  2.80
                                                  $25.89

Per share, fully-diluted:
      Net earnings before preferred
        stock transactions                        $21.36
      Preferred stock transactions                  2.46
                                                  $23.82


      Per share amounts were calculated after providing for dividends on 
preferred stock of $13 million in the 1995 third quarter, $20 million in 
the 1994 third quarter, $42 million in the 1995 nine-month period and 
$39 million in the 1994 nine-month period.

      Primary per share amounts were based on weighted average common 
shares and common equivalents outstanding, including ESOP shares 
committed to be released.  In addition, fully-diluted per share amounts 
assume the conversion of convertible debentures and elimination of 
related interest.

      In connection with the July 1994 recapitalization, each old common 
share was exchanged for one half new common share.  As required under 
generally accepted accounting principles for transactions of this type, 
the historical weighted average shares outstanding have not been 
restated.  Thus, direct comparisons between per share amounts for the 
1995 and 1994 periods presented are not meaningful.

Affiliates

      United owns 38% of the Galileo International Partnership 
("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.  United also owns 77% of the 
Apollo Travel Services Partnership and its accounts are consolidated.

      Under operating agreements with Galileo, United purchases computer 
reservation services from Galileo and provides marketing, sales and 
communication services to Galileo.  Revenues derived from the sale of 
services to Galileo amounted to approximately $59 million in the 1995 
third quarter, $60 million in the 1994 third quarter, $183 million in 
the 1995 nine-month period and $178 million in the 1994 nine-month 
period.  The cost to United of services purchased from Galileo amounted 
to approximately $28 million in the 1995 third quarter, $24 million in 
the 1994 third quarter, $80 million in the 1995 nine-month period and 
$70 million in the 1994 nine-month period.

Short-term Borrowings

      In the second quarter of 1995, United repaid all $269 million of 
its outstanding short-term borrowings.  United has the ability to borrow 
up to $270 million under this short-term facility, which was recently 
extended through February 1996.

Prepayment of Obligations

      In September 1995, United retired $91 million of outstanding 
Japanese yen-denominated deferred purchase certificates.  The remaining 
balance of these certificates, amounting to $104 million, will be 
retired in the fourth quarter.  The certificates were scheduled for 
repayment periodically through 1998.  In connection with the obligations 
referred to above, United had entered into a foreign currency swap 
contract, which was designated as a hedge, to reduce exposure to 
currency fluctuations.  The portion of this swap contract related to the 
debt retired in September was terminated at the same time as the 
obligations.  Similarly, the portion of the swap contract related to the 
remaining debt balance will be terminated in the fourth quarter.  The 
retirement has thus far resulted, and is expected to result in the 
aggregate, in an insignificant loss.

      In September 1995, United also terminated related operating leases 
for 15 aircraft, by exercising its right to acquire the aircraft.  
Operating property and equipment increased $200 million as a result of 
the acquisition of these aircraft.  In the fourth quarter, United will 
terminate operating leases for an additional 24 aircraft, acquiring the 
aircraft and increasing operating property and equipment by 
approximately $200 million.  Termination of these leases will reduce 
future minimum lease payments, as reported at December 31, 1994, by $130 
million in each of 1996 and 1997 and by $166 million in 1998.

      In addition to scheduled principal payments, repurchases of 
preferred stock (See Preferred Stock Transactions) and the deferred 
purchase certificate retirement, United repaid $150 million in principal 
amount of debentures and $223 million in principal amount of secured 
notes in the first nine months of 1995, resulting in an insignificant 
loss.

      In October 1995, United repaid prior to maturity an additional $19 
million in principal amount of debentures.

Shelf Registration Statement

      In May 1995, United issued $246 million of pass through 
certificates under an effective shelf registration statement UAL and 
United have on file with the Securities and Exchange Commission.  The 
pass through certificates were issued to finance or refinance certain 
aircraft under operating leases.  At September 30, 1995, up to $789 
million of securities could be issued under the shelf registration 
statement, including secured and unsecured debt, equipment trust and 
pass through certificates, equity or a combination thereof.  UAL's 
ability to issue equity securities is limited by its certificate of 
incorporation, which was restated in connection with the 
recapitalization.  

Preferred Stock Transactions

      In April 1995, UAL issued $600 million in principal amount of     
6 3/8% convertible subordinated debentures due 2025 in exchange for all 
outstanding shares of its Series A convertible preferred stock.  As a 
result of the difference between the carrying value of the preferred 
stock exchanged and the fair value of the new debentures, the exchange 
resulted in a net decrease in additional capital invested of only $546 
million.  The debentures are convertible into a combination of $541.90 
in cash and approximately 3.192 shares of UAL common stock (equivalent 
to a conversion price of $143.50 per share of common stock) for each 
$1,000 in principal amount.  The debentures are redeemable at any time 
on or after May 1, 1996, at UAL's option, initially at a redemption 
price of 104.375% of the principal amount, declining ratably to 100% of 
the principal amount over seven years.  UAL may only exercise this 
option if the market value of its common stock exceeds 120% of the 
conversion price of the debentures for at least 20 of 30 consecutive 
trading days prior to the notice of redemption, subject to certain 
conditions.  Additionally, UAL has the right to defer the payment of 
interest on the debentures for up to 20 consecutive quarters.  In August 
1995, a holder converted $3 million in principal amount of debentures.

      In May 1995, UAL repurchased 420,000 depositary shares, 
representing 420 shares of its Series B 12 1/4% preferred stock, at an 
aggregate cost of $12 million to be held in treasury.  In addition, in 
October and November 1995, UAL repurchased 1,550,609 depositary shares 
at an aggregate cost of $47 million to be held in treasury.

Contingencies and Commitments

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

      At September 30, 1995, commitments for the purchase of property 
and equipment, principally aircraft, approximated $3.8 billion, after 
deducting advance payments.  An estimated $0.3 billion will be spent 
during the remainder of 1995, $1.5 billion in 1996, $1.3 billion in 
1997, $0.5 billion in 1998 and $0.2 billion in 1999 and thereafter.  The 
major commitments are for the purchase of 27 B777 aircraft (11 of which, 
beginning in 1997, are longer-range "B" market versions), two B747 
aircraft and four B757 aircraft.  The B777s are scheduled to be 
delivered through 1999 and the B747s and B757s are expected to be 
delivered in 1996.

      In addition to aircraft orders, United has arrangements with 
Airbus Industrie and International Aero Engines to lease an additional 
21 A320 aircraft, which are scheduled for delivery through 1998.  At 
September 30, 1995, United also had options for an additional 144 B737 
aircraft, 31 B757 aircraft, 34 B777 aircraft, 43 B747 aircraft, 6 B767 
aircraft and 47 A320 aircraft.  These option amounts have been reduced 
to reflect the recent confirmation of two B747 options, the replacement 
of two B767 options with the B757 orders mentioned above and 
cancellation of certain options.  Under the terms of certain of these 
remaining options which are exercisable during 1996 and 1997, United 
would forfeit significant deposits on such options it does not exercise.

Sale of Aircraft

      During the first six months of 1995, Air Wisconsin, Inc. sold ten 
Dash 8 aircraft and related spare parts to Mesa Airlines.  The sale 
resulted in a pre-tax gain of $41 million.  In connection with the sale, 
United agreed to a ten-year extension of its United Express marketing 
agreement with Mesa Airlines.



I
tem 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

      UAL's total of cash and cash equivalents and short-term 
investments was $1.629 billion at September 30, 1995, compared to $1.532 
billion at December 31, 1994.  Cash flows from operating activities 
amounted to $1.372 billion.  Investing activities, excluding the 
increase in short-term investments, resulted in cash outflows of $318 
million.  Financing activities included principal payments under debt 
and capital lease obligations of $518 million and $67 million, 
respectively, and the repayment of $269 million of short-term 
borrowings.  Included in the debt payments above was the retirement of 
$453 million of long-term debt prior to maturity.

      In April 1995, UAL issued $600 million in principal amount of 
convertible subordinated debentures in exchange for all outstanding 
shares of its Series A convertible preferred stock.  As a result of the 
exchange, UAL recorded a non-cash increase of $45 million in additional 
capital invested representing the excess of the carrying value of the 
preferred stock exchanged over the fair value of the new debentures.

      In the first nine months of 1995, United took delivery of eight 
A320 aircraft under operating leases.  During the period, United also 
took delivery of seven B777 aircraft, three under capital leases and 
four which were initially purchased.  Of the four B777 aircraft 
purchased, three were subsequently sold and leased back under operating 
leases.  In addition, United acquired 15 previously leased aircraft, 9 
B727s and 6 DC10s, upon termination of operating leases.  Property 
additions, including aircraft and spare parts, amounted to $742 million. 
 Property dispositions, including the sale and leaseback of the three 
B777s and the sale of Dash 8 aircraft by Air Wisconsin, Inc., resulted 
in proceeds of $446 million.

      In the fourth quarter of 1995, United will retire prior to 
maturity the remaining balance, $104 million, of Japanese 
yen-denominated debt and terminate related operating leases for 24 
aircraft by acquiring the aircraft from the lessor.  UAL may from time 
to time purchase on the open market in privately negotiated purchases or 
otherwise debentures or preferred stock as part of its efforts to reduce 
its obligations and improve its balance sheet.

      At September 30, 1995, commitments for the purchase of property 
and equipment, principally aircraft, approximated $3.8 billion, after 
deducting advance payments.  An estimated $0.3 billion will be spent 
during the remainder of 1995, $1.5 billion in 1996, $1.3 billion in 
1997, $0.5 billion in 1998 and $0.2 billion in 1999 and thereafter.  The 
major commitments are for the purchase of 27 B777 aircraft (11 of which, 
beginning in 1997, are longer-range "B" market versions), two B747 
aircraft and four B757 aircraft.  The B777s are scheduled to be 
delivered through 1999 and the B747s and B757s are expected to be 
delivered in 1996.

      In addition to aircraft orders, United has arrangements with 
Airbus Industrie and International Aero Engines to lease 21 A320 
aircraft, which are scheduled for delivery through 1998.  At September 
30, 1995, United also had options for an additional 144 B737 aircraft, 
31 B757 aircraft, 34 B777 aircraft, 43 B747 aircraft, 6 B767 aircraft 
and 47 A320 aircraft.  Under the terms of certain of these options which 
are exercisable during 1996 and 1997, United would forfeit significant 
deposits on such options it does not exercise.  Funds necessary to 
finance aircraft acquisitions are expected to be obtained from 
internally generated funds, irrevocable external financing arrangements 
or other external sources.

      In April 1995, United announced that, under a revised fleet plan, 
it would use most of the new aircraft to be delivered through 1997 to 
replace older aircraft in its fleet.  As a result, the number of 
aircraft in United's operating fleet is expected to increase by 19 
during that time, compared to an increase of 48 aircraft called for by 
United's previous fleet plan.  In October 1995, certain employees of the 
Boeing Company ("Boeing") began a labor strike, which will affect 
Boeing's ability to deliver as scheduled certain new aircraft which 
United has on order.  Specifically, three B777 aircraft which were 
scheduled for delivery in the fourth quarter of 1995 are now expected to 
be delivered in 1996.  United expects to make schedule adjustments to 
minimize the effects of the strike on its operations; however, 
continuation of the strike may impact planned growth in capacity for 
1996.

      In May 1995, United issued $246 million of pass through 
certificates under an effective shelf registration statement UAL and 
United have on file with the Securities and Exchange Commission.  The 
pass through certificates were issued to finance or refinance certain 
aircraft under operating leases.  At September 30, 1995, up to $789 
million of securities could be issued under the shelf registration 
statement, including secured and unsecured debt, equipment trust and 
pass through certificates, equity or a combination thereof.  UAL's 
ability to issue equity securities is limited by its certificate of 
incorporation, which was restated in connection with the 
recapitalization.

      In June 1995, the Indianapolis Airport Authority issued $221 
million of special facility bonds, guaranteed by United, related to the 
maintenance facilities being constructed at its Indianapolis Maintenance 
Center.  In connection with the construction of the Indianapolis 
Maintenance Center, United agreed to reach an $800 million capital 
spending target by the year 2001 and employ at least 7,500 individuals 
by the year 2004.  In the event that such targets are not reached, 
United may be required to make certain additional payments under related 
agreements.

      In October 1995, UAL announced that it is conducting an evaluation 
of USAir Group, Inc. ("USAir") to determine whether it should submit a 
proposal to acquire USAir's business and operations.  UAL expects to 
make a decision during the fourth quarter as to whether it will submit 
an offer.  There can be no assurance that UAL will submit any proposal 
to USAir or, if submitted, as to the terms and conditions of any such 
proposal, or that any transaction will be consummated.  Such an 
acquisition of USAir's business could have a significant impact on UAL's 
financial position, results of operations and liquidity.  Immediately 
following this announcement, Standard and Poor's placed UAL and United 
securities on CreditWatch with negative implications.


RESULTS OF OPERATIONS

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

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

      The July 1994 employee investment transaction and recapitalization 
resulted in wage and benefit reductions and work-rule changes which were 
designed to reduce cash operating expenses.  These cash expense 
reductions are offset by non-cash compensation charges for stock 
periodically committed to be released to employees under the ESOPs and 
additional interest expense on the debentures issued at the time of the 
recapitalization.

      As a result of the recapitalization, UAL's capital structure 
became more highly leveraged.  With the increase in debt and reduction 
in equity resulting from the recapitalization, UAL's exposure to certain 
industry risks could be greater than might have been the case prior to 
the recapitalization.  In addition, the transaction 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 new 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 
and the issuance of equity securities and the ability to furlough 
employees.  UAL's ability to react to competition may be hampered 
further by the fixed long-term nature of these various agreements.  The 
continued success of the recapitalization will be dependent upon a 
number of factors, including the state of the competitive environment in 
the airline industry, competitive responses to United's efforts, 
United's ability to achieve enduring cost savings through productivity 
improvements and the renegotiation of labor agreements at the end of the 
investment period.

      United generates revenues and incurs expenses in numerous foreign 
currencies.  These expenses include reservation and ticket office 
services, customer service, aircraft maintenance, catering, commissions, 
aircraft leases and personnel costs.  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 
will 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.  United's biggest net exposures are for 
Japanese yen and Australian dollars.  During the first nine months of 
1995, yen-denominated operating revenue net of yen-denominated operating 
expense was approximately 26.4 billion yen (approximately $296 million), 
and Australian dollar-denominated operating revenue net of Australian 
dollar-denominated operating expense was approximately 134 million 
Australian dollars (approximately $99 million).

      Other non-operating income (expense) is also affected as a result 
of transaction gains and losses resulting from rate fluctuation.  The 
foreign exchange gains and losses recorded by United result from the 
impact of exchange rate changes on foreign currency denominated assets 
and liabilities.  To the extent yen-denominated liability balances are 
predictable, United attempts to minimize transaction gains and losses by 
investing in yen-denominated time deposits to offset the impact of rate 
changes.  In addition, United entered into a foreign currency swap 
contract in 1994 to reduce exposure to currency fluctuations in 
connection with other long-term yen-denominated obligations.  Where no 
significant liability exists to offset, United mitigates its exposure to 
foreign exchange rate fluctuations by converting excess local currencies 
generated to U.S. dollars.  At September 30, 1995, yen-denominated 
assets in excess of yen-denominated liabilities were used to hedge 
certain operating lease obligations.

      United expects that it will continue to be affected by the above 
mentioned factors, but cannot predict how foreign currency exchange 
rates will move in the future.

      The Omnibus Budget Reconciliation Act of 1993 signed into law on 
August 10, 1993, imposes a 4.3 cent per gallon tax on commercial 
aviation jet fuel purchased for use in domestic operations.  This new 
fuel tax became effective October 1, 1995.  Based on United's 1994 
domestic fuel consumption of 1.7 billion gallons, the new fuel tax is 
expected to increase United's operating expenses by approximately $75 
million annually.

      In the first quarter of 1995, United implemented a new travel 
agency commission payment plan that offers a maximum of $50 for 
round-trip domestic tickets and a maximum of $25 for one-way domestic 
tickets.  The new commission plan resulted in a reduction of 
approximately $60 million in United's commission expense for the first 
nine months of 1995 and United estimates the reduction of commission 
expense to be between $20 million and $30 million per quarter on an 
on-going basis.  Litigation challenging this payment plan has been filed 
against United and other airlines who adopted similar payment plans.  In 
the third quarter of 1995, the defendant airlines' motion for summary 
judgment was denied, as was the plaintiff travel agencies' motion for 
preliminary injunction.  (See Part II, Item 1. Legal Proceedings)

Summary of Results and Impact of Recapitalization

      UAL's earnings from operations were $807 million in the first nine 
months of 1995, compared to operating earnings of $443 million in the 
first nine months of 1994.  UAL's net earnings in the 1995 nine-month 
period were $397 million ($25.89 per share, primary; $23.82 per share, 
fully diluted), compared to net earnings of $40 million in the same 
period of 1994 ($0.03 per share).  The 1994 earnings include a $26 
million after tax charge for the cumulative effect of adopting Statement 
of Financial Accounting Standards No. 112, "Employers' Accounting for 
Postemployment Benefits," which UAL adopted effective January 1, 1994.

      In the third quarter of 1995, UAL's earnings from operations were 
$467 million, compared to $312 million in the third quarter of 1994.  
UAL's net earnings in the third quarter of 1995 were $243 million 
($14.06 per share, primary; $12.87 per share, fully diluted), compared 
to net earnings of $82 million in the third quarter of 1994 ($4.24 per 
share, primary; $4.21 per share, fully diluted).

      The per share amounts for the 1995 nine-month period above include 
the effects on equity of the exchange of convertible debentures for 
Series A convertible preferred stock, which had the effect of increasing 
additional capital invested by $45 million, and the repurchase of Series 
B preferred stock, which decreased equity by $2 million.  See "Per Share 
Amounts" in the notes to consolidated financial statements.  Excluding 
the preferred stock transactions, UAL's earnings per share were $23.09, 
primary, and $21.36, fully diluted, for the 1995 nine-month period.

      In connection with the July 1994 recapitalization, each share of 
old common stock was converted to one half share of new common stock 
(and cash in lieu of fractional shares) and $84.81 in cash.  As a 
result, the number of outstanding shares was reduced proportionately.  
Accordingly, the weighted average shares in the earnings per share 
calculations are based on the number of old common shares outstanding 
prior to the recapitalization and the reduced number of new common 
shares outstanding subsequent to the transaction.  Thus, direct 
comparisons between per share amounts for the 1995 and 1994 periods 
presented are not meaningful.

      Management believes that a more complete understanding of UAL's 
results can be gained by viewing them on a pro forma, "fully 
distributed" basis.  This approach considers all ESOP shares which will 
ultimately be distributed to employees throughout the ESOP (rather than 
just the shares committed to be released) to be immediately outstanding 
and thus fully distributed.  Consistent with this 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.  On a fully distributed 
basis, UAL's net earnings for the 1995 third quarter would have been 
$334 million compared to $243 million as reported under generally 
accepted accounting principles.  On a fully distributed basis, UAL's net 
earnings for the 1995 nine-month period would have been $607 million 
compared to $397 million as reported under generally accepted accounting 
principles.  Per share amounts would be as follows:

<TABLE>
<CAPTION>

                       Three Months Ended         Nine Months Ended
                       September 30, 1995         September 30, 1995  
                        GAAP       Fully          GAAP        Fully
                      (Primary)  Distributed    (Primary)  Distributed
<S>                   <C>        <C>            <C>        <C>
Earnings before
  preferred stock
  transactions        $ 14.06    $ 10.11        $ 23.09    $ 18.23
Preferred stock
  transactions             -          -            2.80       1.32
                      $ 14.06    $ 10.11        $ 25.89    $ 19.55
</TABLE>



      Specific factors affecting UAL's consolidated operations for the 
third quarter and first nine months of 1995 are described below.  

Third Quarter 1995 Compared with Third Quarter 1994.  

      Operating revenues increased $313 million (8%).  United's revenue 
per available seat mile increased 4% to 9.79 cents.  Passenger revenues 
increased $294 million (9%) due to an 8% increase in yield to 11.87 
cents and a 1% increase in revenue passenger miles.  Pacific revenue 
passenger miles increased 5% and Latin America increased 1%.  Atlantic 
revenue passenger miles decreased 5% and Domestic was relatively 
unchanged.  Available seat miles increased 4% systemwide, as increases 
of 7% and 6% on Pacific and Domestic routes, respectively, were 
partially offset by a 6% decrease in the Atlantic.  Latin American 
available seat miles were unchanged.  The system passenger load factor 
decreased 2.9 points to 73.7%.

      Cargo revenues increased $28 million (17%), as both freight and 
mail revenues increased due to higher cargo volumes.  Other operating 
revenues decreased $9 million (4%) due mainly to lower fuel sales.

      Operating expenses increased $158 million (5%); however, United's 
cost per available seat mile increased only slightly, from 8.66 cents to 
8.67 cents, including ESOP compensation expense.  Without the ESOP 
compensation expense, United's cost per available seat mile would have 
increased from 8.32 cents to 8.34 cents.  ESOP compensation expense 
increased $51 million (58%), reflecting the increase in the estimated 
average fair value of ESOP stock committed to be released to employees, 
and a shorter expense period in 1994, as the employee investment 
transaction took place on July 12, 1994.  Landing fees and other rent 
increased $50 million (30%) due to increased facilities rent, 
particularly due to new facilities at Denver International Airport.  
Purchased services increased $33 million (14%) due principally to 
volume-related increases in computer reservations fees and credit card 
discounts.  Aircraft rent increased $27 million (12%) as a result of new 
aircraft acquired on operating leases.  Personnel expenses increased $14 
million (23%), reflecting increased layover costs incurred principally 
in support of international operations.  Aircraft fuel expense increased 
$10 million (2%) due to a 4% increase in consumption, partially offset 
by a 2% decrease in the average price per gallon of fuel to 58.3 cents.  
      Salaries and related costs decreased $23 million (2%) primarily 
due to $48 million of one-time ESOP related costs recorded in 1994, 
partially offset by higher average wage rates for employee groups not 
participating in the ESOPs and increased staffing in certain 
customer-oriented positions.  Aircraft maintenance decreased $2 million 
(2%) due principally to the timing of maintenance cycles.  Other 
operating expenses decreased $25 million (8%) due mainly to lower costs 
of fuel sales.

      Other expense amounted to $73 million in the third quarter of 1995 
compared to $150 million in the third quarter of 1994.  Interest income 
increased $6 million (29%) due to higher average interest rates on 
investments.  Equity in earnings of affiliates increased $8 million due 
primarily to higher Galileo earnings resulting from increased booking 
revenues.  Included in "Miscellaneous, net" in the 1995 third quarter 
was a $5 million gain on the disposition of a B747 aircraft.  Included 
in the 1994 third quarter was a charge of $80 million for costs incurred 
in connection with the employee investment transaction.  In addition, 
the 1995 third quarter included foreign exchange losses of $16 million, 
while foreign exchange gains in the 1994 third quarter were 
insignificant.

Nine Months 1995 Compared with Nine Months 1994.  

      Operating revenues increased $765 million (7%).  Revenue per 
available seat mile increased 3% to 9.45 cents.  Passenger revenues 
increased $733 million (8%) due principally to a 4% increase in revenue 
passenger miles and a 4% increase in yield to 11.81 cents.  Domestic, 
Pacific and Latin American revenue passenger miles increased 5%, 6% and 
1%, respectively.  Atlantic revenue passenger miles decreased 4%.  
Available seat miles increased 5% systemwide, as increases of 11% and 4% 
on Pacific and Domestic routes, respectively, were partially offset by a 
5% decrease in the Atlantic.  As a result, United's system passenger 
load factor decreased 0.4 points to 71.0%.

      Cargo revenues increased $56 million (11%), as both freight and 
mail revenues increased due to higher cargo volumes.  Other operating 
revenues decreased $24 million (3%) due primarily to a decrease in fuel 
sales.

      Operating expenses increased $401 million (4%); however, United's 
cost per available seat mile decreased from 8.81 cents to 8.77 cents, 
including ESOP compensation expense.  Without the ESOP compensation 
expense, United's 1995 nine month cost per available seat mile would 
have been 8.49 cents, a decrease of 2% from 8.69 cents in 1994.  ESOP 
compensation expense increased $248 million, reflecting primarily a 
shorter expense period in 1994, as the employee investment transaction 
took place on July 12, 1994.  Landing fees and other rent increased $131 
million (28%) due to increased facilities rent, primarily due to new 
facilities at Denver, and increased landing fees as the number of 
systemwide departures increased 9%.  Aircraft rent increased $81 million 
(12%) as a result of new A320 and B777 aircraft on operating leases.  
Purchased services increased $84 million (12%) due principally to 
volume-related increases in computer reservations fees and credit card 
discounts.  Aircraft fuel expense increased $51 million (4%) as fuel 
consumption increased 5% and the average price per gallon of fuel 
remained relatively unchanged at 58.0 cents.  Food services increased 
$45 million (13%) due to the new catering arrangements resulting from 
the 1994 sale of flight kitchens and increased passenger volumes.

      Salaries and related costs decreased $182 million (5%) primarily 
due to savings resulting from wage and benefit concessions made by 
employees participating in the ESOPs, partially offset by higher average 
wage rates for other employee groups and increased staffing in certain 
customer-oriented positions.  Aircraft maintenance decreased $27 million 
(8%) due principally to the removal of certain older aircraft from 
United's operating fleet and the timing of maintenance cycles.  
Depreciation and amortization expense decreased $20 million (4%), as 
certain assets, principally B727 aircraft, are now fully depreciated.  
Other operating expenses decreased $65 million (7%) due mainly to lower 
fuel sales.

      Other expense amounted to $156 million in the first nine months of 
1995 compared to $282 million in the same period of 1994.  Interest 
expense increased $36 million (13%) due primarily to interest on the 
debentures issued in connection with the recapitalization and the 
convertible debentures issued in exchange for the Series A preferred 
stock.  Included in "Miscellaneous, net" in the 1995 nine-month period 
was a $41 million gain on the disposition of ten Dash 8 aircraft and 
spare parts owned by Air Wisconsin, Inc.  Included in the 1994 
nine-month period was a charge of $121 million for costs incurred in 
connection with the employee investment transaction.  In addition, the 
1995 and 1994 periods included foreign exchange gains (losses) of $(14) 
million and $9 million, respectively.

      The income tax provision for the first nine months of 1994 was 
significantly impacted by the nondeductibility of certain 
recapitalization costs.


 
                             Part II
                         Other Information



Item 1.  Legal Proceedings.

     Travel Agency Commission Litigation - On February 13, 1995
and dates thereafter United Air Lines, Inc. and six other airlines
were sued in various courts around the nation by travel agents and
ASTA claiming as a class action that the carriers acted
collusively in violation of federal antitrust laws when they
imposed a cap on ticket sales commissions payable to travel
agencies by the carriers.  As a result of an order by the multi-
district panel, the suits are now consolidated before the federal
courts in Minneapolis.  The court, on August 23, 1995, denied the
plaintiffs' motion for preliminary injunction as well as the
defendants' motion for summary judgment.  The airlines filed an
interlocutory appeal on the denial for summary judgment, which was
also denied.  As relief, the plaintiffs seek an order declaring
the carriers' commission cap action to be illegal and the recovery
of damages (trebled) to the agencies resulting from that action.

     Summers et al. v. State Street Bank and Trust Company et al.
On April 14, 1995, plaintiffs filed a class action complaint
against State Street Bank and Trust Company ("State Street"), the
UAL Corporation Employee Stock Ownership Plan and the UAL
Corporation Supplemental Employee Stock Ownership Plan (together,
the "Plans") in the United States District Court for the Northern
District of Illinois.  The complaint is brought on behalf of a
putative class of all persons who are, or were as of July 12,
1994, participants or beneficiaries of the Plans.  Plaintiffs
allege that State Street breached various fiduciary duties under
the Employee Retirement Income Security Act of 1974 ("ERISA") in
connection with the 1994 purchase of UAL preferred stock by the
Plans.  The Plans are nominal defendants; no relief is sought from
them.  The complaint seeks a declaration that State Street
violated ERISA, restoration to the Plans by State Street of the
amount of an alleged "overpayment" for the stock, and other
relief.  United is obligated, subject to certain exceptions, to
indemnify State Street for part or all of an adverse judgment and
State Street's defense costs.  On July 12, 1995, the defendants
filed a motion to dismiss the complaint in its entirety.

     Fry v. UAL - This stockholder action, filed in February 1990
in U.S. District Court for the Northern District of Illinois,
Eastern Division, alleges violation by UAL of the anti-fraud
provisions of the federal securities laws and common law fraud
because of UAL's alleged failure to provide proper notice to
stockholders about the manner and timing of the distribution of
the proceeds of sales of non-airline businesses resulting from the
breakup of Allegis. On August 11, 1995, upon UAL's motion for
summary judgment, the court dismissed the complaint.  The
plaintiff has filed a notice of appeal to the Seventh Circuit.

     Mileage Plus Class Actions - On December 10, 1993, January
18, 1994, November 3, 1994 and February 9, 1995 class actions were
brought in the Circuit Court of Cook County, Illinois, Chancery
Division, on behalf of members of the Mileage Plus Program.  The
actions, as amended, claimed that various changes instituted by
United in the Mileage Plus Program breached United's contracts
with its program members.  On October 13, 1995, the court granted
United's motion to dismiss the cases with prejudice.


Item 5.  Other Information.

On October 2, 1995, UAL Corporation announced that it is
conducting an evaluation of USAir to determine whether it should
submit a proposal to acquire USAir's business and operations.
There can be no assurance that UAL Corporation will submit any
proposal to USAir, or, if submitted, as to the terms and
conditions of any such proposal, or that any transaction will be
consummated.  UAL expects to make a decision during the fourth
quarter as to whether it will submit an offer.


Item 6.  Exhibits and Reports on Form 8-K.
        
     (a) Exhibit 10.1 - Second Amendment to UAL Corporation
         Employee Stock Ownership Plan, dated as of August 17,
         1995 and effective as of July 12, 1994.
     
         Exhibit 10.2 - Second Amendment to UAL Corporation
         Supplemental ESOP, dated as of August 17, 1995 and
         effective as of July 12, 1994.
     
         Exhibit 11 - Calculation of fully diluted net
         earnings per share.

         Exhibit 12.1 - Computation of Ratio of
         Earnings to Fixed Charges.
        
         Exhibit 12.2 - Computation of Ratio of
         Earnings to Fixed Charges and Preferred Stock
         Dividend Requirements.

         Exhibit 27 - Financial Data Schedule.
        
     (b) Form 8-K dated October 2, 1995 to report a press release
         issued regarding USAir.



SIGNATURES


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


                                   UAL CORPORATION


                                   By:  /s/ Gerald Greenwald
                                        Gerald Greenwald
                                        Chairman and Chief
                                        Executive Officer


                                   By:  /s/ Douglas A. Hacker
                                        Douglas A. Hacker
                                        Senior Vice President-Finance
                                        (Principal Financial and
                                        Accounting Officer)


Dated:  November 9, 1995




                           Exhibit Index


Exhibit No.                    Description

10.1      Second Amendment to UAL Corporation Employee Stock
          Ownership Plan, dated as of August 17, 1995 and
          effective as of July 12, 1994.

10.2      Second Amendment to UAL Corporation Supplemental ESOP,
          dated as of August 17, 1995 and effective as of July
          12, 1994.

11        Calculation of fully diluted net earnings per share.

12.1      Computation of Ratio of Earnings to Fixed Charges.

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

27        Financial Data Schedule.





                                                     Exhibit 10.1
                                 
                                 
                         SECOND AMENDMENT
                          UAL CORPORATION
                   EMPLOYEE STOCK OWNERSHIP PLAN
                  (Effective as of July 12, 1994)



          By virtue and in exercise of the amending power reserved
to UAL Corporation (the "Company") under Section 13.1(a) of the
UAL Corporation Employee Stock Ownership Plan (effective as of
July 12, 1994) (the "Plan"), which amending power thereunder is
subject to the approval of the Air Line Pilots Association
International ("ALPA") and the International Association of
Machinists and Aerospace Workers (the "IAM"), the Company hereby
amends the Plan, subject to the approval of ALPA and the IAM, as
follows, effective January 1, 1995.  The amendments to Section
l(p) and 1(yy) as set forth below are intended to document the
previously-existing interpretation of the Plan, rather than to
accomplish a substantive change to the Plan.

          1.  The following is hereby inserted as a new paragraph
at the end of the material labelled "Part A" which precedes
Section 1:

     "Solely for the Plan Year beginning on January 1, 1995, the
     allocation which would be made under the foregoing
     percentages is amended to take into account the participation
     by certain members of the IAM Employee Group in the
     allocation of Class 2 Non-Voting Preferred Stock under the

     Supplemental Plan pursuant to the Special Annual Allocation
     for 1995.  Accordingly, the shares of Class 1 Non-Voting
     Preferred Stock allocated for the Plan Year commencing
     January 1, 1995 which would be allocated to the members of
     the IAM Employee Group under the forgoing percentages will be
     reduced by the number of shares of Class 2 Non-Voting
     Preferred Stock to be included in the hypothetical share
     number as a result of the Special Annual Allocation for 1995
     for the members of the IAM Employee Group who did not have
     any compensation for purposes of Code Section 415 for the
     1995 Plan Year.  Correspondingly, (1) the number of shares of
     Class 1 Non-Voting Preferred Stock which would be allocated
     for the Plan Year commencing January 1, 1995 to the members
     of the ALPA Employee Group under the forgoing percentages
     will be increased by the same number of shares, and (2) the
     number of shares of Class 2 Non-Voting Preferred Stock which
     would be allocated for the Plan Year commencing January 1,
     1995 to the members of the ALPA Employee Group as set forth
     in the Supplemental Plan will be reduced by the same number
     of shares."
     
          2.  The first clause (i) of Section 1(p) is amended to
read as follows:

     "(i) the total cash compensation (and any in-kind
     compensation which the Participant could have elected to
     receive as cash) paid to the Participant for services while a
     Participant and an Eligible Employee, during the Plan Year
     for services rendered to his Employer, including bonuses and
     overtime pay, plus"

          3.  Section 1(p) is amended by adding the following to
the end of the section:

     "With respect to a Participant who is a member of the ALPA
     Employee Group, Compensation shall include pay received for
     vacation time in the year paid (whether before or after
     termination of employment)."

          4.  The following new Section l(oo)A is hereby added
after Section l(oo) and before Section l(pp):

     "(oo)A  'Special Annual Allocation' means the allocation
     referred to in Section 5.4(f)."

          5.  Section 1(yy) is amended by adding the following to
the end of the section:

     "A Participant's Wage Investment shall be calculated with
     respect to vacation pay in the year paid (whether before or
     after termination of employment)."

          6.  Section 5.4(a)(i)(A) is amended by adding the
following to the end of the section:

     "The shares of Class 1 Non-Voting Preferred Stock allocated
     for the Plan Year commencing January 1, 1995 which would be
     allocated to the members of the IAM Employee Group under the
     forgoing percentages will be reduced by the number of shares
     of Class 2 Non-Voting Preferred Stock to be included in the
     hypothetical share number as a result of the Special Annual
     Allocation for 1995 for the members of the IAM Employee Group
     who did not have any compensation for purposes of Code
     Section 415 for the 1995 Plan Year.  Correspondingly, the
     number of shares of Class 1 Non-voting Preferred Stock which
     would be allocated for the Plan Year commencing January 1,
     1995 to the members of the ALPA Employee Group under the
     forgoing percentages will be increased by the same number of
     shares."

          7.  The following is hereby added to the end of Section
5.4(a)(iii):
     
     "Notwithstanding the foregoing, for each Plan Year beginning
     on or after January 1, 1995, the Employer Contributions
     tentatively allocated under this clause (iii) shall be the
     Employer Contributions remaining after the allocation of the
     Special Annual Allocation (if any) for such Plan Year
     pursuant to Section 5.4(f).  Accordingly, a Participant's
     tentative allocation under this subsection shall be the sum
     of the Special Annual Allocation (if any) allocated to the
     Participant for the Plan Year, plus the allocation under the
     preceding portions of this clause of the Employer
     Contributions remaining after the Special Annual Allocation."

          8.  The second sentence of Section 5.4(c)(ii) is
amended by inserting the following after "Such number shall equal"
and before "the number of shares that would have been allocated to
the Participant...":

     "the sum of the number of shares set forth as the
     hypothetical allocation to the Participant in the Special
     Annual Allocation for that Plan Year (if any), plus"

          9.  Section 5.4(c)(ii) is amended by adding the
following to the end of the section:

     "For Plan Years beginning on or after January 1, 1995, the
     hypothetical share number shall be calculated by taking into
     account the Special Annual Allocation applicable to that Plan
     Year (if any).  By way of illustration, assume that for the
     1995 Plan Year, a total of 1,110,456.695 shares are to be
     allocated to members of the ALPA Employee Group, and that
     5,000 of those shares are to be allocated in the Special
     Annual Allocation applicable to members of the ALPA Employee
     Group.  Under this example, the hypothetical share number of
     a member of the ALPA Employee Group for 1995 shall equal the
     sum of (x) the portion of the 5,000 shares set forth as the
     hypothetical allocation to the employee pursuant to the
     Special Annual Allocation for 1995, plus (y) the employee's
     ratable portion (based upon Compensation as modified under
     this clause (ii)) of the remaining 1,105,455.695 shares."

          10.  Section 5.4(c) is amended, for Plan Years
beginning on or after January 1, 1995, by adding the following to
the end of the Section:

     "Solely for the Plan Year commencing January 1, 1995, IAM
     members may to the extent required to implement the Special
     Annual Allocation for 1995, participate in all of the
     allocations under this subsection (c).  For all other Plan
     Years, participation by member of the IAM Employee Group in
     the allocations under this subsection (c) shall be limited by
     the provisions of this Plan as they existed prior to this
     amendment."
     
          11.  The following new Section 5.4(f) is added to the
 Plan:

     "(f)  Special Annual Allocations.  For each Plan Year
     beginning on or after January 1, 1995, the Special Annual
     Allocation described in Appendix A applicable to the Plan
     Year (if any) shall be made after the application of clauses
     (i) and (ii) of Section 5.4(a), but prior to the application
     of clause (iii) of Section 5.4(a) and the clauses subsequent
     to clause (iii), and the hypothetical allocation set forth in
     the Special Annual Allocation applicable to the Plan Year
     shall be made as a part of the calculation of the
     hypothetical share number as set forth in clause (ii) of
     Section 5.4(c).  If Appendix A does not set forth a Special
     Annual Allocation applicable to a particular Plan Year, then
     there shall be no Special Annual Allocation for that Plan
     Year."

          12.  The following Appendix A is hereby added to the
 Plan:


                            "APPENDIX A
                     SPECIAL ANNUAL ALLOCATIONS

          This Appendix A is part of the UAL Corporation Employee
Stock Ownership Plan.  The purpose of this Appendix A is to set
forth the terms of the Special Annual Allocation referred to in
Section 5.4(f) of the ESOP.  This Appendix A may only be amended
pursuant to Section 13.1 of the ESOP.

          Special Annual Allocation for 1995.  For the Plan Year
beginning January 1, 1995, there shall be two Special Annual
Allocations.  The first Special Annual Allocation is described in
subsection (a) below, and is intended to provide to the accounts
of certain Participants who are members of the IAM Employee Group
the shares of Class 1 Non-Voting Preferred Stock which would have
been provided in 1994, but for the application of the limits of
Code Section 415.  The second Special Annual Allocation is
described in subsection (b) below, shall be made to all
individuals who were Participants in 1994, and is intended to
adjust the Accounts of Participants to the levels which had
originally been reported to Participants in the allocation of
shares for 1994, but which were overstated because additional
Compensation and Wage Investments were subsequently reported for
1994.  The second Special Annual Allocation is also intended to
adjust the Accounts of Participants whose accounts had not been
overreported so that their allocations will be on a par with the
allocations to the Participants described in the preceding
sentence.

          (a)   Special Annual Allocation for IAM Employee Group.
A portion of the Employer Contributions allocated to the IAM
Employee Group for 1995 shall be allocated to the Accounts of
those Participants who are members of the IAM Employee Group to
whom Contributions were limited by the application of Code Section
415 for the 1994 Plan Year.  For each such Participant, the shares
which would have been allocated but for the application of the
limits of Code Section 415 are referred to as the "1994 Shortfall
Shares."  For purposes of calculating the Special 1995 IAM
Allocation, there shall be calculated the "1995 IAM Average
Contribution," which shall be equal to the total Employer
Contributions allocated to the IAM Employee Group for the 1995
Plan Year, divided by the total number of shares of Class 1 Non-
Voting Preferred Stock allocated to the IAM Employee Group for the
1995 Plan Year, excluding, however, the shares allocated to the
IAM Employee Group for the 1995 Plan Year on account of dividends
paid on previously-allocated shares.

          (1)   Amount to be included in tentative allocation.
The following amount shall be included in the tentative allocation
under Section 5.4(a)(iii) as the Special Annual Allocation to each
affected Participant: the lesser of (i) the sum of (xx) the 1995
IAM Average Contribution times the Participant's 1994 Shortfall
Shares, plus (yy) $8.8872, times the Participant's 1994 Shortfall
Shares, times a fraction the numerator of which is the 1995 IAM
Average Contribution, and the denominator of which is the fair
market value of a share of Class 1 Non-Voting Preferred Stock as
of the end of the 1995 Plan Year, or (ii) the allocation permitted
for 1995 pursuant to Code Section 415.

          (2)   Shares to be included in hypothetical share number
and hypothetical allocation.  The following number of shares is to
be included in the hypothetical share number under Section
5.4(c)(ii) and Section 2.4(a) of the Supplemental Plan as the
Special Annual Allocation for each affected Participant who did
not have any compensation for purposes of Code Section 415 in
1995: the sum of (i) the 1994 Shortfall Shares, plus (ii) $8.8872
times the Participant's 1994 Shortfall Shares divided by the fair
market value of a share of Class 1 Non-Voting Preferred Stock as
of the end of the 1995 Plan Year.  No shares are included in the
hypothetical share number or Special Annual Allocation under the
Supplemental Plan for Participants who had any compensation for
purposes of Code Section 415 in 1995.

          (b)   1995 Special Annual Allocation for All Employee
Groups.  For each individual who was a Participant in 1994 (a
"1994 Participant"), there shall be calculated a number of shares
referred to as the "1995 Make-up Shares."  The 1995 Make-up Shares
for each 1994 Participant shall equal the difference between the
number of shares actually allocated to the 1994 Participant for
the 1994 Plan Year (using the final Compensation and Wage
Investment data), and the number of shares which would have been
allocated to the 1994 Participant for the 1994 Plan Year if the
following facts had been correct for the 1994 Plan Year:  (1) the
total Compensation of Participants who were members of the ALPA
Employee Group (without respect to the limitations of Code Section
401(a)(17) and the limitation contained in Section l(p) of four
times the dollar limit under Code Section 415(c)(1)(A)) was
$415,308,677.81, (2) the total Compensation of Participants who
were members of the ALPA Employee Group (limited by the limitation
contained in Section l(p) of four times the dollar limitation
under Code Section 415(c)(1)(A)) was $375,772,138.78, (3) the
total Compensation of ALPA Participants (without respect to the
limitation contained in Section l(p) of four times the dollar
limit under Code Section 415(c)(1)(A), but limited by Code Section
401(a)(17)) was $407,265,547.88, (4) the total Wage Investments
were $91,675,662.89, (5) the total Compensation of members of the
Management and Salaried Employee Group (without respect to the
limitation of Code Section 401(a)(17)) was $346,925,400.49, and
(6) the total Compensation of members of the Management and
Salaried Employee Group (limited by Code Section 401(a)(17)) was
$345,997,953.17.

          For purposes of calculating the 1995 Special Annual
Allocation, there shall be calculated (x) the "1995 ALPA Average
Contribution," which shall be equal to the total Employer
Contributions allocated to the ALPA Employee Group for the 1995
Plan Year, divided by the total number of shares of Class 1 Non
Voting Preferred Stock allocated to the ALPA Employee Group for
the 1995 Plan Year, excluding, however, the shares allocated to
the ALPA Employee Group for the 1995 Plan Year on account of
dividends paid on previously-allocated shares, and (y) the "1995
M&S Average Contribution," which shall be equal to the total
Employer Contributions allocated to the Management and Salaried
Employee Group for the 1995 Plan Year, divided by the total number
of shares of Class 1 Non-Voting Preferred Stock allocated to the
Management and Salaried Employee Group for the 1995 Plan Year,
excluding, however, the shares allocated to the Management and
Salaried Employee Group for the 1995 Plan Year on account of
dividends paid on previously-allocated shares.  The 1995 IAM
Average Contribution, calculated as set forth in subsection (a)
above shall also be used in this subsection (b).  For each 1994
Participant, the result of the above calculation which applies his
Employee Group is the "Applicable Average Contribution."
          
          (1)   Amount to be included in tentative allocation.
The following amount shall be included in the tentative allocation
under Section 5.4(a)(iii) as the Special 1995 Allocation to each
1994 Participant:  the lesser of (i) the sum of (xx) the
Applicable Average Contribution, times the Participant's 1995 Make-
up Shares, plus (yy) $8.8872, times the Participant's 1995 Make-up
Shares, times a fraction the numerator of which is the Applicable
Average Contribution, and the denominator of which is the fair
market value of a share of Class 1 Non-Voting Preferred Stock as
of the end of the 1995 Plan Year, or (ii) the allocation permitted
for 1995 pursuant to Code Section 415.
          
          (2)   Shares to be included in hypothetical share number
and hypothetical allocation.  The following number of shares is to
be included in the hypothetical share number under Section
5.4(c)(ii) and Section 2.4(a) of the Supplemental Plan as the
Special Annual Allocation for each affected Participant:  the sum
of (i) the 1995 Make-up Shares, plus (ii) $8.8872 times the
Participant's 1994 Make-up Shares divided by the fair market value
of a share of Class 1 Non-Voting Preferred Stock as of the end of
the 1995 Plan Year.  Notwithstanding the foregoing, for
Participants who are members of the IAM Employee Group, the
inclusion in the hypothetical share number and the Special Annual
Allocation under the Supplemental Plan shall only be made if the
Participant had no compensation for purposes of Code Section 415
in 1995.

          (c)   In the case of any member of the IAM Employee
Group who is subject to both subsections (a) and (b), the total
1995 Special Annual Allocation shall be the sum of the amounts
determined for such Participant under both subsections."

          IN WITNESS WHEREOF, the Company has caused this Second
Amendment to be executed on August 17, 1995.

                                   UAL CORPORATION


                                   /s/ Stuart I. Oran
                                   Executive Vice President-
                                   Corporate Affairs and
                                   General Counsel

                                   APPROVED BY:

                                   AIR LINE PILOTS ASSOCIATION,
                                   INTERNATIONAL

                                   /s/ J. Randolph Babbitt

                                   /s/ Harlow B. Osteboe

                                   INTERNATIONAL ASSOCIATION
                                   OF MACHINISTS AND
                                   AEROSPACE WORKERS

                                   /s/ Kenneth W. Thiede



                                                     Exhibit 10.2
                                
                                
                        SECOND AMENDMENT
                               OF
                         UAL CORPORATION
                        SUPPLEMENTAL ESOP
                 (Effective as of July 12, 1994)


          By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under section 5.1 of
the UAL Corporation Supplemental ESOP (effective as of July 12,
1994) (the "Plan"), which amending power thereunder is subject to
the approval of the Air Line Pilots Association, International
("ALPA"), the Company hereby amends the Plan, as follows,
effective January 1, 1995:

          1.  Section 1.1(c) is amended by adding the following
to the end of the section:

     "Solely for the Plan Year commencing January 1, 1995,
     Convertible Shares shall be allocated to the IAM Employee
     Group pursuant to the Special Annual Allocation.  Such
     shares shall reduce the number of shares which would
     otherwise have been allocated to the ALPA Employee Group."

          2.  Section 1.1(d) is amended by adding the following
to the end of the section:

     "Solely for the 1995 Plan Year, the Class M Voting Shares
     resulting from the allocation of shares under the Special
     Annual Allocation will be contributed to the ESOP (Part B)
     or the Supplemental Trust."

          3.  Effective upon adoption of this Second Amendment,
Section 1.3(d) is amended by adding the following to the end of
the Section:


     "(d) If members of the IAM Employee Group have Convertible
     Shares credited to their Accounts under this Plan,
     `Committee' means the ESOP Committee."

          4.  Section 1.3(j) is amended by adding the following
to the end of the Section:

     "For purposes of the Special Annual Allocation to be
     performed for the 1995 Plan Year, 'Eligible Employee' means
     an `eligible employee' as defined in the ESOP."

          5.  Section 1.3(q) is amended to read as follows:

     "(q) `Participant' means an ESOP Participant who has an
     Account under this Plan."

          6.  The second sentence of Section 2.1 is amended to
read as follows:

     "Notwithstanding any other provision of this Plan to the
     contrary, except for purposes of Sections 2.3(a)(i), 2.4(f)
     and the Special Annual Allocation for the 1995 Plan Year, no
     ESOP Participant who is a member of the IAM Employee Group
     shall become a Participant hereunder or receive any credits,
     allocations or benefits pursuant to this Plan."

          7.  Section 2.4(a)(iv) shall be amended to read as
follows:

     "(iv)  Allocations under the ESOP (Part A) were made (A)
     without regard to the Tax Limitations, (B) without regard to
     clauses (ii), (iv), (v), (vi) or (vii) of Section 5.4(a) of
     the ESOP, (C) were based on Compensation rather than the
     definition of compensation in the ESOP, and (D) for Plan
     Years beginning on or after January 1, 1995, by including
     the shares designated for inclusion in the Hypothetical
     Share Number for the ESOP Participant on account of the
     Special Annual Allocation applicable to the Plan Year under
     Appendix A to the ESOP; and"

          8.  The first sentence of Section 2.4(c) is amended to
read as follows:

     "For each ESOP Participant, the difference, if any, between
     the Hypothetical Share Number and the Actual Share Number
     shall be referred to as the Tentative Allocation; provided,
     however, that, except for purposes of subsection (f) and the
     Special Annual Allocation for the 1995 Plan Year, the
     Tentative Allocation for any member of the IAM Employee
     Group shall be zero."

          9.  Section 4.2(i) is amended to read as follows:
     "(i) Notwithstanding the above and the definition of
     "Committee", clauses (a), (b) and (c) shall be disregarded
     with respect to any issue involving Voting Shares and
     Convertible Shares allocated to the IAM Employee Group under
     this Plan if any Voting Shares or Convertible Shares are
     allocated to an Account of a Participant who is a member of
     the IAM Employee Group."

          10.  Section 5.1 is amended to read as follows:

     "5.1.  Amendment.  While the Company expects and intends to
     continue the Plan, the Company must necessarily reserve, and
     does hereby reserve, the right to amend the Plan at any
     time, except that no amendment may be adopted, without the
     approval of ALPA, provided, that, with respect to amendments
     adopted which are described in Section 13.1(b) or (d) of the
     ESOP (which subsections shall be treated as appropriately
     modified to the extent necessary to reflect the
     circumstances of this Plan) the need for joint approval
     shall be modified, and provided further that no amendment
     which would affect the allocation of the Class M Voting
     Shares or Convertible Preferred Shares to members of the IAM
     Employee Group shall be adopted without the approval of the
     IAM."

          11.  The second sentence of Section 5.2 is amended to
read as follows:

     "Notwithstanding the preceding sentence, the approval of the
     IAM will only be required if Class M Voting Shares reserved
     for allocation have been transferred or contributed to the
     Supplemental Trust, or if Convertible Preferred Shares are
     allocated to Accounts of members of the IAM Employee Group
     at the time of termination."

          IN WITNESS WHEREOF, the Company has caused this Second
Amendment to be executed on August 17, 1995.

                              UAL CORPORATION



                              /s/ Stuart I. Oran
                              Executive Vice President - Corporate
                              Affairs and General Counsel


                              APPROVED BY:

                              AIR LINE PILOTS ASSOCIATION,
                              INTERNATIONAL


                              /s/ J. Randolph Babbitt


                              /s/ Harlow B. Osteboe


                              INTERNATIONAL ASSOCIATION OF
                              MACHINISTS AND AEROSPACE WORKERS


                              /s/ Kenneth W. Thiede



<TABLE>
<CAPTION>



                                                                   Exhibit 11

                   UAL Corporation and Subsidiary Companies
             Calculation of Fully Diluted Net Earnings Per Share
                       (In Millions, Except Per Share)

                                               Three Months          Nine Months   
                                            Ended September 30    Ended September 30
                                             1995       1994       1995       1994  
<S>                                         <C>        <C>        <C>        <C>
Earnings or loss:
  Earnings before preferred stock
    transactions and cumulative
    effect of accounting change             $   243    $    82    $   397    $    66 
  Preferred stock dividends                     (13)       (20)       (39)       (39)
  Interest on convertible debentures              6         -          16         - 
  Earnings before preferred stock
    transactions and cumulative
    effect of accounting change for
    fully diluted calculation                   236         62        374         27 
  Preferred stock transactions                   -          -          43         -  
  Cumulative effect of accounting change         -          -          -         (26)
  Net earnings for fully
    diluted calculation                     $   236    $    62    $   417    $     1 

Shares:
  Average number of shares of common stock
    outstanding during the period              12.4       14.5       12.4       21.2
  Additional shares assumed issued at the
    beginning of the period (or at the date
    of issuance) for conversion of
    preferred stock                             3.4         -         2.6         - 
  Additional shares assumed issued at the
    beginning of the period for conversion
    of convertible debentures                   2.0         -         2.0         - 
  Additional shares assumed issued at the
    beginning of the period (or at the date
    of issuance) for exercises of dilutive
    stock options and stock award plans
    (after
 deducting shares assumed
    purchased under the treasury
    stock method)                               0.5        0.1        0.5        0.2
  Average number of shares for fully
    diluted calculation                        18.3       14.6       17.5       21.4

Fully diluted per share amounts:
  Earnings before preferred stock
    transactions and cumulative
    effect of accounting change             $ 12.87    $  4.21    $ 21.36    $  1.25 
  Preferred stock transactions                  -          -         2.46        -   
  Cumulative effect of accounting change        -          -          -        (1.22)

  Net earnings                              $ 12.87    $  4.21    $ 23.82    $  0.03 
</TABLE>




<TABLE>
<CAPTION>


                                                               Exhibit 12.1

                  UAL Corporation and Subsidiary Companies

              Computation of Ratio of Earnings to Fixed Charges


                                        Nine Months Ended  
                                           September 30    
                                         1995        1994  
                                           (In Millions)
Earnings:
<S>                                    <C>         <C>

  Earnings before income taxes         $   651     $   161 
  Fixed charges, from below                913         772 
  Undistributed earnings of affiliates     (34)        (20)
  Interest capitalized                     (31)        (31)

    Earnings                           $ 1,499     $   882


Fixed charges:

  Interest expense                     $   304     $   268

  Portion of rental expense
    representative of the
    interest factor                        609         504

      Fixed charges                    $   913     $   772


Ratio of earnings to
  fixed charges                           1.64        1.14

</TABLE>






<TABLE>
<CAPTION>


                                                               Exhibit 12.2

                  UAL Corporation and Subsidiary Companies

              Computation of Ratio of Earnings to Fixed Charges

                  and Preferred Stock Dividend Requirements


                                        Nine Months Ended  
                                           September 30    
                                         1995        1994  
                                           (In Millions)
Earnings:
<S>                                    <C>         <C>

  Earnings before income taxes         $   651     $   161 
  Fixed charges, from below                982         868 
  Undistributed earnings of affiliates     (34)        (20)
  Interest capitalized                     (31)        (31)

    Earnings                           $ 1,568     $   978


Fixed charges:

  Interest expense                     $   304     $   268

  Preferred stock dividend
    requirements                            69          96

  Portion of rental expense
    representative of the
    interest factor                        609         504

      Fixed charges and preferred
        stock dividend requirements    $   982     $   868

Ratio of earnings to fixed charges
  and preferred stock dividend
  requirements                            1.60        1.13
</TABLE>






<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UAL 
CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS FOR THE NINE MONTHS ENDED 
SEPTEMBER 30, 1995 AND CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION 
AS OF SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>                                <C>
<FISCAL-YEAR-END>              DEC-31-1995
<PERIOD-START>                 JAN-01-1995
<PERIOD-END>                   SEP-30-1995
<PERIOD-TYPE>                        9-MOS
<CASH>                                 431
<SECURITIES>                         1,198
<RECEIVABLES>                        1,120
<ALLOWANCES>                             0
<INVENTORY>                            304
<CURRENT-ASSETS>                     3,536
<PP&E>                              12,401
<DEPRECIATION>                       5,554
<TOTAL-ASSETS>                      12,070
<CURRENT-LIABILITIES>                4,921
<BONDS>                              4,009
<PREFERRED-MANDATORY>                    0
<PREFERRED>                              0
<COMMON>                                 0
<OTHER-SE>                            (144)
<TOTAL-LIABILITY-AND-EQUITY>        12,070
<SALES>                                  0
<TOTAL-REVENUES>                    11,276
<CGS>                                    0
<TOTAL-COSTS>                       10,469
<OTHER-EXPENSES>                         0
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>                     304
<INCOME-PRETAX>                        651
<INCOME-TAX>                           254
<INCOME-CONTINUING>                    397
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                           397
<EPS-PRIMARY>                        25.89
<EPS-DILUTED>                        23.82
        

</TABLE>