SECURITIES AND EXCHANGE COMMISSION
                               
                       Washington, D.C.
                               
                               
                               
                               
                               
                           FORM 11-K
                               
                         ANNUAL REPORT
                               
               Pursuant to Section 15(d) of the
                               
                Securities Exchange Act of 1934
                               
          For the Fiscal Year Ended November 30, 1995
                               
                               
                  Commission File No. 1-6033
                               
                               
                    United Air Lines, Inc.
               Management and Salaried Employees'
                401(k) Retirement Savings Plan
                   (Full title if the Plan)
                               
                    United Air Lines, Inc.
                (Employer sponsoring the Plan)
                               
                        UAL Corporation
       (Issuer of the shares held pursuant to the Plan)
                               
                               
       1200 Algonquin Road, Elk Grove Township, Illinois
                       Mailing Address:
           P.O. Box 66100, Chicago, Illinois  60666
           (Address of principal executive offices)
                               
                               
                               
                               
                               
                               
                               

           REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                               
                               
                               
       To the Board of Directors
       of United Air Lines, Inc.:
       
       
       We have audited the accompanying statement of net
       assets available for plan benefits of the United
       Air Lines, Inc. Management and Salaried
       Employees' 401(k) Retirement Savings Plan as of
       November 30, 1995 and 1994, and the related
       statement of changes in net assets available for
       plan benefits for the years then ended.  These
       financial statements are the responsibility of
       the Plan Administrator.  Our responsibility is to
       express an opinion on these financial statements
       based on our audits.
       
       We conducted our audits in accordance with
       generally accepted auditing standards.  Those
       standards require that we plan and perform the
       audit to obtain reasonable assurance about
       whether the financial statements are free of
       material misstatement.  An audit includes
       examining, on a test basis, evidence supporting
       the amounts and disclosures in the financial
       statements.  An audit also includes assessing the
       accounting principles used and significant
       estimates made by the Plan Administrator, as well
       as evaluating the overall financial statement
       presentation.  We believe that our audits provide
       a reasonable basis for our opinion.
       
       In our opinion, the financial statements referred
       to above present fairly, in all material
       respects, the net assets available for plan
       benefits of the United Air Lines, Inc. Management
       and Salaried Employees' 401(k) Retirement Savings
       Plan as of November 30, 1995 and 1994, and the
       changes in its net assets available for plan
       benefits for the years then ended in conformity
       with generally accepted accounting principles.
       
                                /s/   ARTHUR ANDERSEN LLP
       
                                ARTHUR ANDERSEN LLP
       
       Chicago, Illinois
       May 23, 1996








Signature

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






                                          United Air Lines, Inc.
                                         Management and Salaried
                                            Employees' 401(k)
                                         Retirement Savings Plan





Dated May 24, 1996                     By   /s/   Douglas A. Hacker

                                           Douglas A. Hacker
                                           Member, United Air
                                           Lines, Inc. Pension
                                           and Welfare Plans
                                           Administration Committee
                               
                               
                               
                    UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
      STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                        (In Thousands)

<TABLE>
<CAPTION>
                                                   November 30
                                                1995         1994
INVESTMENT IN MASTER TRUST                       
<S>                                             <C>          <C>
  Magellan Fund                                 $ 29,207     $    -
                                                      
  Equity-Income Fund                               6,160          -
                                                      
  Growth Company Fund                             96,820       59,122
                                                      
  Government Securities Fund                         826          -
                                                      
  OTC Portfolio                                    7,798          -
                                                      
  Overseas Fund                                   28,518       34,072
                                                      
  Balanced Fund                                   49,485       49,601
                                                      
  Asset Manager                                    5,103          -
                                                      
  Asset Manager: Growth                            6,840          -

  Asset Manager: Income                            1,597          -
  
  Retirement Money Market Portfolio                2,878          -

  U.S. Bond Index Portfolio                        1,204          -
                                                      
  U. S. Equity Index Portfolio                   112,127       80,147
                                         
  Blended Income Fund                            182,007      142,404
                                                      
  Fixed Rate Investment Fund                      66,254      116,481
                                                      
  UAL Stock Fund                                  10,913        4,164
                                                      
  Participant Loan Fund                           14,864       15,069
                                                      
                                                      
NET ASSETS AVAILABLE FOR PLAN BENEFITS          $622,601     $501,060

</TABLE>

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

<TABLE>
<CAPTION>
                                                Year ended November 30
                                                        1995
                                                       
                                                  EQUITY-      GROWTH     GOVERNMENT
                                    MAGELLAN      INCOME       COMPANY    SECURITIES
                                      FUND         FUND         FUND         FUND
                                                 
<S>                                 <C>          <C>           <C>        <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                $   -        $   -         $59,122    $   -
                                             
                                                        
CONTRIBUTIONS                         1,566          387         8,064         75
                                                        
TRANSFERS                                            
   BETWEEN FUNDS                     24,443        5,043         5,842        679
                            
                                                     
TRANSFERS                                               
   BETWEEN PLANS                         15          -              (6)        (1)  
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                          43           78         2,169         31
      Interest                          -            -               5        -
      Net appreciation                 
         in value of investments      3,392          708        23,901         49
                               
                                      3,435          786        26,075         80
                                          
PAYMENTS TO PLAN                                     
   PARTICIPANTS                        (131)         (21)       (1,583)        (2)
                                            
PARTICIPANT LOANS                      (119)         (34)         (682)        (5)
                                                        
ADMINISTRATIVE                                          
   EXPENSES                              (2)          (1)          (12)       -
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                      $29,207      $ 6,160       $96,820    $   826
                   
</TABLE>

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

<TABLE>
<CAPTION>
                                                Year ended November 30
                                                        1995
                                                       
                                       OTC       OVERSEAS      BALANCED     ASSET   
                                    PORTFOLIO      FUND          FUND      MANAGER
                                                 
<S>                                 <C>          <C>           <C>        <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                $   -        $34,072       $49,601    $   -
                                             
                                                        
CONTRIBUTIONS                           511        4,136         4,888        499
                                                        
TRANSFERS                                            
   BETWEEN FUNDS                      6,391      (10,096)       (8,873)     4,054
                            
                                                     
TRANSFERS                                               
   BETWEEN PLANS                        (10)          39             3         (6)  
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                         118          577         1,987         84
      Interest                          -             (1)          -          -
      Net appreciation                 
         in value of investments        816          983         4,189        624
                               
                                        934        1,559         6,176        708
                                          
PAYMENTS TO PLAN                                     
   PARTICIPANTS                          (7)        (853)       (1,905)      (116)
                                            
PARTICIPANT LOANS                       (21)        (334)         (397)       (35)
                                                        
ADMINISTRATIVE                                          
   EXPENSES                             -             (5)           (8)        (1)
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                      $ 7,798      $28,518       $49,485    $ 5,103
                   
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Year ended November 30
                                                                  1995
                                                       
                                                                                         US
                                     ASSET        ASSET       RETIREMENT     US         EQUITY 
                                    MANAGER:     MANAGER:       MONEY       BOND        INDEX  
                                     GROWTH       INCOME        MARKET      INDEX     PORTFOLIO
                                                 
<S>                                 <C>          <C>           <C>        <C>         <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                $   -        $   -         $   -      $   -       $ 80,147
                                             
                                                        
CONTRIBUTIONS                         1,092          121           670         96        6,329
                                                        
TRANSFERS                                            
   BETWEEN FUNDS                      4,791        1,335         2,210      1,033         (513)
                            
                                                     
TRANSFERS                                               
   BETWEEN PLANS                        (12)         -              (3)       -           (190)
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                         -             49            92         36          -
      Interest                          -            -             -          -              1
      Net appreciation                 
         in value of investments      1,056          153           -           47       29,943
                               
                                      1,056          202            92         83       29,944
                                          
PAYMENTS TO PLAN                                     
   PARTICIPANTS                         (51)         (42)          (51)        (6)      (2,466)
                                            
PARTICIPANT LOANS                       (35)         (19)          (39)        (2)      (1,107)
                                                        
ADMINISTRATIVE                                          
   EXPENSES                              (1)         -              (1)       -            (17)
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                      $ 6,840      $ 1,597       $ 2,878    $ 1,204     $112,127
                   
</TABLE>

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

                    UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                        (In Thousands)
                               

<TABLE>
<CAPTION>
                                                          Year ended November 30
                                                                  1995
                                                       
                                                   FIXED                                   
                                    BLENDED        RATE          UAL     PARTICIPANT           
                                    INCOME      INVESTMENT      STOCK       LOAN               
                                     FUND          FUND         FUND        FUND        TOTAL  
                                                 
<S>                                 <C>          <C>           <C>        <C>         <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                $142,404     $116,481      $ 4,164    $15,069     $501,060
                                             
                                                        
CONTRIBUTIONS                         14,891        -              345        -         43,670
                                                        
TRANSFERS                                            
   BETWEEN FUNDS                      22,005      (52,966)       1,290     (6,668)         -  
                            
                                                     
TRANSFERS                                               
   BETWEEN PLANS                         171          (96)          (7)       -           (103)
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                          -            -            -          -          5,264
      Interest                        11,391        6,089           22      1,033       18,540
      Net appreciation                 
         in value of investments         -            -          5,274        -         71,135
                               
                                      11,391        6,089        5,296      1,033       94,939
                                          
PAYMENTS TO PLAN                                     
   PARTICIPANTS                       (6,828)      (2,696)         (80)       -        (16,838)
                                            
PARTICIPANT LOANS                     (1,957)        (551)         (93)     5,430          -   
                                                        
ADMINISTRATIVE                                          
   EXPENSES                              (70)          (7)          (2)       -          (127)
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                      $182,007     $66,254       $10,913    $14,864     $662,601
                   
</TABLE>

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

<TABLE>
<CAPTION>
                                                Year ended November 30
                                                        1994
                                                       
                                       FIXED    U.S. EQUITY
                                       RATE       INDEX          UAL      BLENDED
                                    INVESTMENT  COMMINGLED      STOCK     INCOME 
                                       FUND        POOL          FUND      FUND
                                                 
<S>                                 <C>          <C>           <C>        <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                $149,850     $81,232       $ 6,027    $ 99,887
                                             
                                                        
CONTRIBUTIONS                            -         8,121         1,293      21,028
                                                        
TRANSFERS                                            
   BETWEEN FUNDS                     (36,997)     (5,716)       (2,198)     20,476
                            
                                                     
TRANSFERS                                               
   BETWEEN PLANS                         (21)        (21)          (27)      2,043  
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                          -           -             -           - 
      Interest                         9,904         -             -         7,479
      Net appreciation                 
         (depreciation)                                                         
         in value of investments         -           893          (633)        - 
                               
                                       9,904         893          (633)      7,749
                                          
PAYMENTS TO PLAN                                     
   PARTICIPANTS                       (4,774)     (3,032)         (182)     (6,228)
                                            
PARTICIPANT LOANS                     (1,454)     (1,308)         (114)     (2,167)
                                                        
ADMINISTRATIVE                                          
   EXPENSES                              (27)        (22)           (2)       (114)
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                      $116,481     $80,147       $ 4,164    $142,404
                   
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Year ended November 30
                                                                  1994
                                                       
                                     GROWTH                              PARTICIPANT           
                                    COMPANY      OVERSEAS      BALANCED     LOAN               
                                      FUND         FUND          FUND       FUND        TOTAL  
                                                 
<S>                                 <C>          <C>           <C>        <C>         <C>
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year                $40,154      $15,597       $39,046    $12,630     $444,423
                                             
                                                        
CONTRIBUTIONS                        10,637        5,807         8,823        -         55,709
                                                        
TRANSFERS                                            
   BETWEEN FUNDS                     10,586       12,989         6,316     (5,456)         -   
                            
                                                     
TRANSFERS                                               
   BETWEEN PLANS                          8          (46)          (15)       -          1,921 
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
      Dividends                       4,216          268         2,132        -          6,616
      Interest                            1          -               1        890       18,275
      Net appreciation                 
         (depreciation)
         in value of investments     (4,095)       1,123        (4,144)       -         (6,856)
                               
                                        122        1,391        (2,011)       890       18,035
                                          
PAYMENTS TO PLAN                                     
   PARTICIPANTS                      (1,538)      (1,112)       (1,965)       -        (18,831)
                                            
PARTICIPANT LOANS                      (834)        (545)         (583)     7,005          -   
                                                        
ADMINISTRATIVE                                          
   EXPENSES                             (13)          (9)          (10)       -           (197)
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                      $59,122      $34,072       $49,601    $15,069     $501,060
                   
</TABLE>

                               
                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                               
                               
                    UNITED AIR LINES, INC.
 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
                 NOTES TO FINANCIAL STATEMENTS
                               
                               
                               
1.   DESCRIPTION OF THE PLAN

     This description is for general information purposes only.  Participants 
     should refer to their summary plan description and individual employee 
     benefit statement for detailed benefit information.
    
     a. General and Plan Participants

        The United Air Lines, Inc. Management and Salaried Employees' 401(k) 
        Retirement Savings Plan (the "Plan") covers management and salaried 
        employees on the first day of the calendar month following the date 
        of hire and meteorologist employees of United Air Lines, Inc. 
        ("United") who have completed one year of service and are at least 
        21 years of age.  The Plan is contributory and is subject to the 
        Employee Retirement Income Security Act of 1974, as amended.

     b. Contributions and Vesting

        Eligible employees may elect to contribute to the Plan, in multiples 
        of 1%, any percentage of their covered pretax earnings, up to 15%, 
        subject to a maximum of $9,500 in 1996 and $9,240 in 1995.  Lower 
        limits may apply to certain highly compensated participants if the 
        Plan does not pass certain nondiscrimination tests required by law.
        Contributions and earnings are credited to separate accounts 
        maintained for each participant.  The balance in a participant's 
        account is fully vested and nonforfeitable at all times.

        Participants may elect to invest in one or a combination of the 
        investment funds described in note (1)(d).  Additionally, they may 
        subsequently change their contribution rate, redesignate the 
        allocation of contributions or transfer existing balances among 
        investment funds, subject to the limits set forth in the Plan.
        
        Contributions include $818,355 and $8,317,608 for 1995 and 1994, 
        respectively, which were transferred from other qualified plans as 
        rollovers under Internal Revenue Code Sections 401(a) and 401(k).

     c. Trustee and Recordkeeper

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

     d. Master Trust Funds

        The Fixed Rate Investment Fund is invested under various group 
        annuity contracts with the following insurance companies:

<TABLE>
<CAPTION>
                                                        (In Thousands)
                                                   Investment Balance as of
                          Annual                          November 30
          Insurance      Interest    Contract               
          Company         Rate       Through            1995       1994
          <S>             <C>         <C>              <C>        <C>              
          Massachusetts   8.58%       1994             $   -      $ 49,981
          Prudential      8.89%       1995              66,254      66,500
                                                            
                                                       $66,254    $116,481
</TABLE>
                                                
                                                   

        The Plan's fixed rate investments are stated at fair value and 
        represent amounts on deposit with the insurance companies plus net 
        investment earnings.  Interest rates on the contracts are 
        guaranteed fixed rates through the end of the contracts.  No further
        contributions can be made to this fund. 
        
        Fidelity provides each participant with fifteen investment options: 
        Fidelity Magellan Fund; Fidelity Equity-Income Fund; Fidelity Growth 
        Company Fund; Fidelity Government Securities Fund; Fidelity OTC 
        Portfolio; Fidelity Overseas Fund; Fidelity Balanced Fund; Fidelity 
        Asset Manager; Fidelity Asset Manager: Growth; Fidelity Asset Manger: 
        Income; Fidelity Retirement Money Market Portfolio; Fidelity U.S. 
        Bond Index Portfolio; Fidelity U.S. Equity Index Portfolio; Blended 
        Income Fund and the UAL Stock Fund.  These funds are managed by 
        Fidelity or Fidelity Investments (manager of Fidelity Mutual Funds).  
        The investments represent the Plan's allocable share of the funds.

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

        Assets in the UAL Stock Fund are invested in UAL Corporation common 
        stock and are valued at market prices quoted on the NYSE.  
        Participants may invest in the UAL Stock Fund through direct earnings 
        deferrals.

        The Blended Income Fund includes investment contracts purchased by 
        Fidelity from approved institutions that meet its stringent credit 
        standards at the time of purchase.  The Fund may also include other 
        high quality, income-oriented investments.  Assets are stated at 
        fair value.
       
        The remaining investment options are public mutual funds traded on 
        the NYSE.  Portfolio securities and other assets are valued primarily 
        on the basis of market quotations or, if quotations are not readily 
        available, by a method which each fund's Board of Trustees believes
        accurately reflects fair value.  Foreign securities are valued based 
        on quotations from the primary market in which they are traded and are
        translated from the local currency into U.S. dollars using current
        exchange rates.

        The Fidelity Magellan Fund invests primarily in securities of domestic,
        foreign, and multinational issuers in the form of common stocks, 
        securities convertible into common stocks, and, occasionally, debt 
        securities.
       
        The Fidelity Equity-Income Fund invests primarily in income-producing 
        equity securities, both domestic and foreign.  It seeks to achieve
        income greater than that of the S&P 500.
       
        The Fidelity Growth Company Fund invests in common stocks, securities 
        convertible into common stocks, and, occasionally, debt obligations
        from companies viewed as having unusual opportunities to grow.
       
        The Fidelity Government Securities Fund invests primarily in fully 
        guaranteed U.S. government bonds with any maturity.  The average
        maturity is approximately two to five years.
       
        The Fidelity OTC Portfolio primarily invests in stocks traded in the 
        "over-the-counter" market, which involves the investment in securities
        of smaller, lesser-known companies.
       
        The Fidelity Overseas Fund normally invests at least 65% of its total 
        assets in common stock, securities convertible to common stock and debt
        instruments of foreign businesses and governments.  Fidelity 
        Investments expects to invest most of the assets in developed countries
        in these general geographic areas; the Americas (other than the United
        States), the Far East and Pacific Basin, and Western Europe.
       
        The Fidelity Balanced Fund maintains a balance of high-yielding 
        securities, including foreign and domestic stocks and bonds.  At least
        25% of the assets are invested in fixed-income senior securities.  All
        bonds in the Fund's portfolio are rated BBB or better by Standard &
        Poor's Corporation, or Baa or better by Moody's Investors Service, Inc.
       
        The Fidelity Asset Manager invests in stocks, bonds and short-term 
        instruments in both domestic and foreign markets to achieve high total
        returns in the long run.  The allocation between these three types of
        investments is generally 40%, 40%, and 20%, respectively, however it
        may vary between the following ranges: stocks - 10% to 60%; bonds - 
        20% to 60%; and short-term instruments - 0% to 70%.
       
        The Fidelity Asset Manager: Growth: invests in stocks, bonds and 
        short-term instruments in both domestic and foreign markets to achieve
        long term maximum total investment return.  The allocation between 
        these three types of investments is generally 65%, 30%, and 5%,
        respectively, however it may vary between the following ranges: 
        stocks - 0% to 100%; bonds - 0% to 100%; and short-term instruments -
        0% to 100%.
       
        The Fidelity Asset Manager: Income: invests in stocks, bonds and 
        short-term instruments in both domestic and foreign markets to achieve
        a high level of current income, and capital appreciation.  The 
        allocation between these three types of investments is generally 
        20%, 30%, and 50%, respectively, however it may vary between
        the following ranges: stocks - 0% to 35%; bonds - 20% to 45%; and 
        short-term instruments - 20% to 80%.
       
        The Fidelity Money Market Trust: Retirement Money Market Portfolio:
        invests in high quality, low risk domestic and foreign money market
        instruments, primarily short-term instruments with maturities of 
        three months or less.
       
        The Fidelity U.S. Bond Index Portfolio primarily invests in 
        securities included in the Lehman Brothers Aggregate Bond Index in
        order to achieve comparable investment results.
       
        Fidelity is authorized to engage in the lending of certain Plan 
        assets.  Securities lending is an investment management enhancement 
        that utilizes the existing securities of the Funds to earn additional
        income.  It involves the loan of securities to various approved 
        brokers.  In return for loaned securities, Fidelity receives 
        collateral in the form of cash and U.S. government securities as 
        a safeguard against possible default of any borrower on return of 
        the loan.  Each loan is collateralized to the extent of 100 percent 
        of the market value of securities on loan.  The collateral is 
        marked-to-market on a daily basis to maintain the margin requirement.
       
        On July 12, 1994, UAL Corporation underwent a recapitalization under
        Section 368(a)(1)(E) of the Internal Revenue Code of 1986, pursuant
        to which the shareholders engaged in a recapitalization exchange with
        UAL Corporation.  Each share of Old Common Stock was exchanged for a
        package consisting of one half of a share of New Common Stock and 
        $84.81 in cash.  The cash consideration received by the Trustee on 
        behalf of Plan participants was used to purchase additional shares of
        New Common Stock or, at the direction of Plan participants, was
        transferred to other investment funds.  Pursuant to the terms of the
        recapitalization, participants' direct earnings deferrals and fund 
        transfers into the UAL Stock Fund were temporarily suspended from
        July 12, 1994 to August 4, 1994 and from January 12, 1995 to 
        March 15, 1995.  On May 20, 1996 (with a May 6, 1996 record date),
        UAL Common Stock underwent a 4 for 1 stock split.  Shares held in the
        UAL Stock Fund were adjusted accordingly.
       
     e. Withdrawals

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

           Participants who have separated from service (for reasons other 
           than death) may elect payment in the form of a lump sum, periodic 
           distributions, irregular partial distributions, or through the 
           purchase of an annuity.  Distributions may also be directly 
           rolled over into an IRA or qualified plan.  Participants are able
           to defer the distribution of the account until April 1 of the next
           calendar year after reaching age 70-1/2.

           Distributions of accounts due to death of a participant may be
           taken by the participant's beneficiary in the form of a lump sum
           payment or through the purchase of an annuity, subject to the
           limitations of Internal Revenue Code 401(a)(9).  The participant's
           surviving spouse, if any, is automatically the beneficiary of
           the account, unless the spouse waives this right.

           In-service withdrawals for participants, who are actively employed
           or are absent due to reasons of illness, layoff (in regards to 
           salaried employees), or approved leave of absence, and maintain 
           an employer-employee relationship with United Air Lines, Inc.,
           are permitted as follows:
              - Hardship withdrawals from 401(k) account, subject to 
                restrictions described in the Plan 
              - After reaching age 59-1/2, subject to certain requirements 
                specified in the Plan, all or a portion of the participant's
                401(k) account may be withdrawn
              - Upon reaching age 70-1/2, minimum distributions required 
                under Internal Revenue Code 401(a)(9) must be taken no
                later than April 1 following the calendar year that the
                participant has reached age 70-1/2.

           In the case that a participant's account has never exceeded $3,500,
           total distribution of the account will be made in a lump sum
           payment upon termination of employment or death.

           Generally, withdrawals are allocated pro-rata to the balances of 
           each of the investment funds in the participant's account.
           Alternatively, the participant may specify which fund(s) that
           distribution is made from.  Distributions from UAL Stock Fund,
           may be made in cash, or in whole shares of UAL Corporation common
           stock, with fractional shares distributed in cash.

     f. Plan Termination Provisions

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


2.   SIGNIFICANT ACCOUNTING POLICIES

     a. Basis of Accounting

        The financial statements are presented on the accrual basis.

     b. Investments

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

     c. Net Appreciation (Depreciation) in Value of Investments

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

     d. Plan Expenses

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

     e. Transfers between Plans

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

     f. Participant Loans
    
        Actively employed participants may borrow up to fifty percent of their
        fund balance, not to exceed $50,000.  The minimum that may be borrowed
        is $1,000.  Loans are charged against each investment fund in the ratio
        of the value of the employee's interest in each fund to the total value
        of the employee's interest in all funds and are held in the Loan Fund.
        The loan is repaid through payroll deductions on an after-tax basis
        for the term of the loan, which is a minimum of six months to a
        maximum of sixty months and is subject to a reasonable rate of
        interest (9.25% as of April 30, 1996).  The amount paid is reinvested
        in the participant's account based on the investment allocations at
        the time of repayment.  Prepayment of the full balance of the loan is
        allowed after six months from the date of the loan without penalty.
        Participants are able to take out another loan after twelve months
        from the date the old loan is retired.  Upon the employee's
        termination of employment, a loan not paid in full within 60 days
        becomes a taxable distribution.  Loans in default may be declared
        due and payable in full immediately, and the Plan administrator may
        charge the participant's account balances at any time thereafter for
        the amount of the default.  An administrative fee of $90 is charged
        to each participant taking a loan and is automatically deducted from
        the participant's account.
       
       
3.   TAX STATUS

     The Plan obtained its latest determination letter on August 8, 1986.
     The Internal Revenue Service stated that the Plan, as written, was in
     compliance with the requirements of the Internal Revenue Code and that
     the trust was tax exempt.  The Plan has been amended since receiving 
     the determination letter and a revised determination letter has been
     requested from the Internal Revenue Service.


4.   SUBSEQUENT EVENT

     Effective December 1, 1995, the Plan was amended to provide that salaried
     employees who are hired on or after February 1, 1994, will be eligible
     to receive a two percent company contribution after completing two years
     of credited service.  Eligible employees are one hundred percent vested
     in the company contribution at the time made.










                                             Exhibit 23





Consent of Independent Public Accountants

As independent public accountants, we hereby consent to
the incorporation of our report included in this Form 11-K 
for the year ended November 30, 1995, into UAL's previously 
filed Form S-8 and Post Effective Amendment No. 1 to 
Form S-8 Registration Statement (File No. 33-38613) for the 
United Air Lines, Inc. Management and Salaried Employees' 401(k) 
Retirement Savings Plan.

                                     /s/ Arthur Andersen LLP

                                     Arthur Andersen LLP


Chicago, Illinois
May 24, 1996