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 June 30, 1996,  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 (847) 700-4000
 -----------------------------------------------------------------

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                    July 31, 1996
                    -----                    -------------

       Common Stock ($0.01 par value)          58,403,390


   UAL Corporation and Subsidiary Companies Report on Form 10-Q
   ------------------------------------------------------------
                For the Quarter Ended June 30, 1996
                -----------------------------------

Index
- -----


Part I.   Financial Information                          Page No.
- ------    ---------------------                          --------


          Item 1.   Financial statements:

                    Condensed statements of consolidated        3
                    financial position - as of June 30, 1996
                    (unaudited) and December 31, 1995


                    Statements of consolidated operations       5
                    (unaudited) - for the three months and
                    six months ended June 30, 1996 and 1995


                    Condensed statements of consolidated        7
                    cash flows (unaudited) - for the six
                    months ended June 30, 1996 and 1995


                    Notes to consolidated financial             8

                    statements (unaudited)



          Item 2.   Management's discussion and analysis       11
                    of financial condition and results of
                    operations



Part II.  Other Information
- -------   -----------------


          Item 1.   Legal Proceedings                          17

          Item 2.   Changes in Securities                      18

          Item 6.   Exhibits and Reports on Form 8-K           18

Signatures                                                     22
- ----------

Exhibit Index                                                  23
- -------------         
                              

               PART I.   FINANCIAL INFORMATION
                              

Item 1.   Financial Statements


<TABLE>                              
<CAPTION>
                              
          UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Financial Position
                        (In Millions)
                              
                                       June 30,             
                                         1996       December 31,
                                     (Unaudited)        1995
                                     -----------    -----------                  
<S>                                   <C>           <C>                                     
Assets:                                     
- -------
Current assets:                                            
   Cash and cash equivalents          $    194       $    194
   Short-term investments                  526            949
   Receivables, net                      1,060            951
   Inventories, net                        321            298
   Deferred income taxes                   230            236
   Prepaid expenses and other              324            415
                                        ------         ------
                                         2,655          3,043
                                        ------         ------          
                                                           
Operating property and equipment:                          
   Owned                                11,355         11,213
   Accumulated depreciation and         
     amortization                       (5,285)        (5,153)
                                        ------         ------
                                         6,070          6,060
                                        ------         ------          
                                        
   Capital leases                        1,710          1,464
   Accumulated amortization               (540)          (503)
                                        ------         ------
                                         1,170            961
                                        ------         ------
                                         7,240          7,021
                                        ------         ------          
                                                           
Other assets:                                              
   Intangibles, net                        738            763
   Deferred income taxes                   231            238
   Aircraft lease deposits                 128             71
   Other                                   541            505
                                        ------         ------
                                         1,638          1,577
                                        ------         ------          
                                      $ 11,533       $ 11,641
                                        ======         ======
                                                   
      See accompanying notes to consolidated financial statements.
</TABLE>
                              


<TABLE>
<CAPTION>

          UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Financial Position
                        (In Millions)
                              
                                       June 30,             
                                         1996       December 31,
                                     (Unaudited)        1995
                                     -----------    -----------
<S>                                    <C>           <C>
Liabilities and Stockholders' Equity
- ------------------------------------                                                           
Current liabilities:                                       
   Long-term debt maturing within      
     one year                           $   105      $    90
   Current obligations under               
     capital leases                         118           99
   Advance ticket sales                   1,396        1,100
   Accounts payable                         742          696
   Other                                  2,621        2,448
                                         ------       ------
                                          4,982        4,433
                                         ------       ------           
                                         
Long-term debt                            1,861        2,919
                                         ------       ------           
                                         
Long-term obligations under capital       
  leases                                  1,192          994
                                         ------       ------
Other liabilities and deferred credits:
  Deferred pension liability                  6          368
  Postretirement benefit liability        1,271        1,225
  Deferred gains                          1,181        1,214
  Other                                     557          608
                                         ------       ------
                                          3,015        3,415
                                         ------       ------           
                                         
Minority interest                            28           59
                                         ------       ------           
                                         
Preferred stock committed to                 
  Supplemental ESOP                          88           60
                                         ------       ------
                                                           
Stockholders' equity:                                      
  Preferred stock                            -            -
  Common stock at par                        -            -
  Additional capital invested             1,904        1,353
  Accumulated deficit                      (898)      (1,039)
  Unearned ESOP preferred stock            (163)        (175)
  Other                                    (476)        (378)
                                         ------       ------
                                            367         (239)
                                         ------       ------           
Commitments and contingent                                 
  liabilities (See note)
                                                           
                                       $ 11,533     $ 11,641
                                         ======       ======
                              
                              
    See accompanying notes to consolidated financial statements.
</TABLE>
                              


<TABLE>
<CAPTION>
                              
          UAL Corporation and Subsidiary Companies
      Statements of Consolidated Operations (Unaudited)
               (In Millions, Except Per Share)
                              
                                            Three Months
                                            Ended June 30
                                           1996       1995
                                           ----       ----
<S>                                   <C>          <C>
Operating revenues:                                        
   Passenger                          $  3,694     $  3,392
   Cargo                                   192          185
   Other                                   278          238
                                        ------       ------
                                         4,164        3,815
                                        ------       ------
Operating expenses:                                        
   Salaries and related costs            1,173        1,146
   ESOP compensation expense               168          108
   Aircraft fuel                           493          412
   Commissions                             373          364
   Purchased services                      297          266
   Aircraft rent                           241          261
   Landing fees and other rent             213          211
   Depreciation and amortization           182          174
   Aircraft maintenance                    118           95
   Other                                   508          476
                                        ------       ------
                                         3,766        3,513
                                        ------       ------
                                                           
Earnings from operations                   398          302
                                        ------       ------            
Other income (expense):                                    
   Interest expense                        (74)        (101)
   Interest capitalized                     24           10
   Interest income                          12           26
   Equity in earnings of affiliates         17           13
   Miscellaneous, net                       (6)           1
                                        ------       ------
                                           (27)         (51)
                                        ------       ------
Earnings before income taxes and           
  extraordinary item                       371          251
Provision for income taxes                 145          100
                                        ------       ------
Earnings before extraordinary item         226          151
Extraordinary loss on early                                
  extinguishment of debt, net of tax       (30)          -
                                        ------       ------
Net earnings                          $    196     $    151
                                        ======       ======
Per share, primary:                                        
   Earnings before extraordinary item $   2.37     $   3.00
   Extraordinary loss on early                             
     extinguishment of debt, 
     net of tax                          (0.36)          -
                                        ------       ------
   Net earnings                       $   2.01     $   3.00
                                        ======       ======
Per share, fully diluted:                                  
   Earnings before extraordinary item $   2.35     $   2.73
   Extraordinary loss on early                             
     extinguishment of debt, 
     net of tax                          (0.36)          -
                                        ------       ------
   Net earnings                       $   1.99     $   2.73
                                        ======       ======
                                                           
    See accompanying notes to consolidated financial statements.
</TABLE>
                              


<TABLE>
<CAPTION>

          UAL Corporation and Subsidiary Companies
      Statements of Consolidated Operations (Unaudited)
               (In Millions, Except Per Share)
                              
                                             Six Months
                                           Ended June 30
                                         1996         1995
                                         ----         ----
<S>                                   <C>          <C>
Operating revenues:                                        
   Passenger                          $  6,972     $  6,312
   Cargo                                   367          360
   Other                                   559          477
                                        ------       ------
                                         7,898        7,149
                                        ------       ------
Operating expenses:                                        
   Salaries and related costs            2,342        2,259
   ESOP compensation expense               331          197
   Aircraft fuel                           967          790
   Commissions                             711          706
   Purchased services                      573          505
   Aircraft rent                           480          510
   Landing fees and other rent             419          380
   Depreciation and amortization           372          337
   Aircraft maintenance                    230          202
   Other                                 1,013          923
                                        ------       ------
                                         7,438        6,809
                                        ------       ------            
                                        
Earnings from operations                   460          340
                                        ------       ------            
Other income (expense):                                    
   Interest expense                       (159)        (203)
   Interest capitalized                     39           22
   Interest income                          31           48
   Equity in earnings of affiliates         37           27
   Miscellaneous, net                      (26)          23
                                        ------       ------
                                           (78)         (83)
                                        ------       ------
Earnings before income taxes and           
  extraordinary item                       382          257
Provision for income taxes                 149          103
                                        ------       ------
Earnings before extraordinary item         233          154
Extraordinary loss on early                                
  extinguishment of debt, net of tax       (59)          -
                                        ------       ------
Net earnings                           $   174      $   154
                                        ======       ======
Per share, primary:                                        
   Earnings before extraordinary item  $  2.33      $  2.94
   Extraordinary loss on early                             
     extinguishment of debt, 
     net of tax                          (0.77)          -
                                        ------       ------
   Net earnings                        $  1.56      $  2.94
                                        ======       ======
Per share, fully diluted:                                  
   Earnings before extraordinary item  $  2.24      $  2.76
   Extraordinary loss on early                             
     extinguishment of debt, 
     net of tax                          (0.73)          -
                                        ------       ------
   Net earnings                        $  1.51      $  2.76
                                        ======       ======
                              
    See accompanying notes to consolidated financial statements.
</TABLE>
                              


<TABLE>
<CAPTION>

            UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Cash Flows (Unaudited)
                          (In Millions)
                                            Six Months
                                          Ended June 30
                                         1996        1995
                                         ----        ----
<S>                                    <C>          <C>
Cash and cash equivalents at                               
  beginning of period                  $   194      $   500
                                        ------       ------
                                                           
Cash flows from operating activities     1,040        1,150
                                        ------       ------

Cash flows from investing activities:
   Additions to property and equipment    (372)        (330)
   Proceeds on disposition of property 
     and equipment                          13          423
   Decrease (increase) in short-term          
     investments                           423         (535)
   Other, net                               31          (20)
                                        ------       ------
                                            95         (462)
                                        ------       ------            
Cash flows from financing activities:
   Repayment of long-term debt            (590)        (414)
   Conversion of subordinated             
     debentures                           (324)           -
   Principal payments under capital                         
      lease obligations                    (64)         (49)
   Decrease in short-term borrowings         -         (269)
   Other, net                             (157)         (76)
                                        ------       ------
                                        (1,135)        (808)
                                        ------       ------            
                                        
Increase (decrease) in cash and                        
  cash equivalents                          -          (120)
                                        ------       ------
                                                           
Cash and cash equivalents at 
  end of period                        $   194      $   380
                                        ======       ======
                                                           
Cash paid during the period for:                           
   Interest (net of amounts            
     capitalized)                      $   149      $   176
   Income taxes                        $   143      $    62
                                                           
Non-cash transactions:                                     
   Capital lease obligations incurred  $   293      $   185
   Increase in equity in connection                        
     with the conversion of 
     subordinated debentures to
     common stock                      $   217      $    -
   Long-term debt issued in exchange      
     for Series A preferred stock      $    -       $   546
                                                          
                              
    See accompanying notes to consolidated financial statements.
</TABLE>

                              
          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 include
only normal recurring adjustments) necessary for a fair
presentation of the results of operations for the three and
six 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
1995.

Employee Stock Ownership Plans
- ------------------------------
        Pursuant to amended labor agreements which provide
for wage and benefit reductions and work-rule changes which
commenced July 1994, UAL has agreed to issue convertible
preferred stock to employees.  Notes 2 and 14 of the Notes
to Consolidated Financial Statements in the 1995 Annual
Report on Form 10-K contain additional discussion of the
agreements, stock to be issued to employees and the related
accounting treatment.  Shares earned in 1995 were allocated
in March 1996 as follows:  359,577 shares of Class 2 ESOP
Preferred Stock were contributed to the Non-Leveraged ESOP
and an additional 312,086 shares were allocated in "book
entry" form under the Supplemental Plan.  Additionally,
2,402,310 shares of Class 1 ESOP Preferred Stock were
allocated under the Leveraged ESOP.  Finally, an additional
1,536,986 shares of Class 1 and Class 2 ESOP Preferred
Stock have been committed to be released by the company
since January 1, 1996.

Other Income (Expense) - Miscellaneous
- --------------------------------------

      "Miscellaneous, net" consisted of the following:

<TABLE>
<CAPTION>
                         Second Quarter     Six-month Period
                         1996      1995      1996      1995
                         ----      ----      ----      ----
<S>                     <C>      <C>        <C>       <C>
Foreign exchange gains      
  (losses)              $  (1)   $   10     $  (6)    $   2
Minority interests         (5)       (6)      (12)      (12)
Gains on disposition of                 
  property                  -         3         -        41                   
Other                       -        (6)       (8)       (8)
                         ----      ----      ----      ----
                        $  (6)   $    1     $ (26)    $  23
                         ====      ====      ====      ====
</TABLE>



Income Taxes
- ------------
      The provisions for income taxes 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.  Deferred
tax assets are recognized based upon UAL's history of
operating earnings and expectations for future taxable
income.

Per Share Amounts
- -----------------
      In April 1996, the stockholders of UAL Corporation
approved an increase in the number of authorized shares of
common stock from 100 million to 200 million shares, in
connection with a four-for-one split of the corporation's
common stock in the form of a 300% dividend for
stockholders of record, which occurred effective at the
close of business on May 6, 1996.  All share and per share
data have been retroactively restated to give effect to
this stock split.

      During the three-month and six-month periods ended
June 30, 1996, UAL repurchased 1,710 and 2,553 shares,
respectively, of its Series B preferred stock at an
aggregate cost of $57 million and $84 million,
respectively, to be held in treasury.  During the three-
month and six-month periods ended June 30, 1995, UAL
repurchased 420 shares of its Series B preferred stock at a
cost of $12 million, to be held in treasury, and issued
convertible subordinated debentures in exchange for all of
its outstanding Series A preferred stock.  These
transactions had no effect on earnings; however, the
difference between the fair value of the consideration
given and the carrying value of the preferred stock
acquired is included in the computation of earnings per
share.  These effects are summarized as follows:


<TABLE>
<CAPTION>
                       Three Month Period   Six Month Period
                         1996      1995      1996      1995
                         ----      ----      ----      ----
<S>                    <C>       <C>       <C>       <C>
Primary                $(0.18)   $ 0.70    $(0.27)   $ 0.73
Fully diluted          $(0.18)   $ 0.61    $(0.25)   $ 0.63
</TABLE>
                      

      Per share amounts were calculated after providing for
dividends on preferred stock, including ESOP convertible
preferred stock, of $16 million in the 1996 second quarter,
$10 million in the 1995 second quarter, $32 million in the
1996 six-month period and $23 million in 1995 six-month
period.  Primary per share amounts for all periods 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 (for
periods not actually converted) and elimination of related
interest.

Long-Term Obligations
- ---------------------
      During the six months ended June 30, 1996, UAL repaid
prior to maturity $472 million in principal amount of
various debt securities, resulting in an extraordinary loss
of $59 million, after a tax benefit of $36 million.  Of
this amount, $230 million was repaid during the second
quarter, resulting in a $30 million extraordinary loss, net
of tax benefits of $18 million.  The securities were
scheduled for repayment periodically through 2021.

      During March and April of 1996, holders of $597
million in principal amount of UAL's outstanding 6 3/8%
convertible subordinated debentures exercised their right
to convert the debentures into an aggregate of $324 million
in cash and 7,623,092 shares of common stock.  These
conversions resulted in a net reduction to long-term debt
of $545 million and an increase of $218 million in
additional capital invested.

      In connection with the financing of certain aircraft
accounted for as capital leases, United had on deposit at
June 30, 1996 an aggregate 14 billion yen ($128 million) in
certain banks and had pledged an irrevocable security
interest in such deposits to the aircraft lessors.  While
this transaction does not qualify as an in-substance
defeasance for financial reporting purposes, these deposits
will be used to pay off an equivalent amount of recorded
capital lease obligations.

Short-Term Borrowings
- ---------------------
      In April 1996, United entered into an agreement with
a syndicate of banks for a $750 million revolving credit
facility expiring in 1999.  Interest on drawn amounts under
the facility is calculated at floating rates based on the
London interbank offered rate (LIBOR) plus a margin which
is subject to adjustment based on certain changes in the
credit ratings of United's long-term senior unsecured debt.
Among other restrictions, the credit facility contains a
covenant which restricts United's ability to grant liens on
or otherwise encumber certain identified assets with a
market value of approximately $1.1 billion.

      During the second quarter, United reduced the maximum
available amount of borrowings under a separate short-term
borrowing facility from $270 million to $227 million.

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 June 30, 1996, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.8 billion, after deducting advance payments.  An
estimated $1.3 billion will be spent during the remainder
of 1996, $2.6 billion in 1997, $1.1 billion in 1998, and
$1.8 billion in 1999 and thereafter.  The major commitments
are for the purchase of B777, B747 and B757 aircraft, which
are scheduled to be delivered through 2002.

      United's contract with the Association of Flight
Attendants ("AFA") became amendable March 1, 1996.  On
April 9, 1996, United announced that the flight attendants
had rejected a previously announced tentative agreement.
United and the AFA are involved in traditional negotiations
under the Railway Labor Act, which historically have taken
two to three years to complete.  While negotiations
continue, the terms of United's current flight attendant
agreement will remain in effect.


 

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 $720 million at June 30, 1996,
compared to $1.143 billion at December 31, 1995.  Cash
flows from operating activities for the six-month period
amounted to $1.040 billion, which was net of $487 million
in  accelerated pension contributions.  Investing
activities resulted in cash flows of $95 million, as a
decrease in short-term investments was partially offset by
additions to property.  Financing activities included
principal payments under debt and capital lease obligations
of $590 million and $64 million, respectively.  Included in
the debt payments was the retirement of $472 million of
long-term debt prior to maturity.  Financing activities
also included payments of $324 million for conversions of
UAL's 6 3/8% convertible debentures and $85 million for
repurchases of UAL's Series B preferred stock.

      In the first six months of 1996, United took delivery
of five A320, four B777 and one B757 aircraft.  Two of
these aircraft were purchased, five were acquired under
operating leases and three were acquired under capital
leases.  Property additions, including aircraft spare
parts, facilities and ground equipment, amounted to $372
million, while property dispositions resulted in proceeds
of $13 million.

      At June 30, 1996, commitments for the purchase of
property and equipment, principally aircraft, approximated
$6.8 billion, after deducting advance payments.  An
estimated $1.3 billion will be spent during the remainder
of 1996, $2.6 billion in 1997, $1.1 billion in 1998, and $1.8
billion in 1999 and thereafter.  The major commitments are
for the purchase of B777 aircraft, B747 aircraft and B757
aircraft, which are scheduled to be delivered through 2002.
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 1996, United entered into an agreement with
a syndicate of banks for a $750 million revolving credit
facility expiring in 1999.  Interest on drawn amounts under
the facility is calculated at floating rates based on the
London interbank offered rate (LIBOR) plus a margin which
is subject to adjustment based on certain changes in the
credit ratings of United's long-term senior unsecured debt.
Among other restrictions, the credit facility contains a
covenant which restricts United's ability to grant liens on
or otherwise encumber certain identified assets with a
market value of approximately $1.1 billion.

      During the second quarter, United reduced the maximum
available borrowings under a separate short-term borrowing
facility from $270 million to $227 million.

      In April 1996, the stockholders of UAL Corporation
approved an increase in the number of authorized shares of
common stock from 100 million to 200 million shares, in
connection with a four-for-one split of the corporation's
common stock in the form of a 300% dividend for
stockholders of record, which occurred effective at the
close of business on May 6, 1996.

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 and
at certain east coast cities, 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, increasing low-cost competition, general economic
conditions, fuel costs, international governmental policies
and other factors will continue to affect its operating
results.

      Consistent with UAL's strategic plan and the
company's focus on attracting more high yield passengers,
management is considering making a substantial investment
in its on-board product including new aircraft seats and
new inflight entertainment products.  If this plan is
approved, an assessment will have to be made as to the
status of the carrying value of the seats and inflight
entertainment products currently in service.  Accordingly,
depending upon the ultimate plan adopted and the period
over which such a replacement program would take place, the
company may be required to either shorten the periods over
which the current investments in such assets are being
depreciated and/or record a significant one-time additional
depreciation provision.  It is anticipated this assessment
will be made during the third quarter.

      Summary of Results
      ------------------
      UAL's earnings from operations were $460 million in
the first six months of 1996, compared to operating
earnings of $340 million in the first six months of 1995.
UAL's net earnings were $174 million ($1.56 per share,
primary; $1.51 per share, fully diluted), compared to net
earnings of $154 million ($2.94 per share, primary; $2.76
per share, fully diluted) during the same period in 1995.
The 1996 six-month period includes an extraordinary loss of
$59 million ($0.77 per share, primary; $0.73 per share,
fully diluted) on early extinguishment of debt.

      In the second quarter of 1996, UAL's earnings from
operations were $398 million compared to operating earnings
of $302 million in the second quarter of 1995.  UAL had net
earnings in the 1996 second quarter of $196 million ($2.01
per share, primary; $1.99 per share, fully diluted),
compared to net earnings of $151 million in the same period
of 1995 ($3.00 per share, primary; $2.73 per share, fully
diluted).  The 1996 second quarter results include an
extraordinary loss of $30 million ($0.36 per share) on
early extinguishment of debt.

      The 1996 and 1995 per share amounts also include the
effects on equity of the repurchase of Series B preferred
stock and exchange of Series A preferred stock for
convertible debentures.  See "Per Share Amounts" in the
notes to consolidated financial statements.

      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
presentation 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 presentation, 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.  A
comparison of results reported on a fully distributed basis
to results reported under generally accepted accounting
principles (GAAP) is as follows:


<TABLE>
<CAPTION>
                   Three Months Ended         Three Months Ended
                     June 30, 1996               June 30, 1995
                     GAAP        Fully           GAAP        Fully
               (fully diluted) Distributed (fully diluted) Distributed
                -------------  -----------  -------------  -----------   
<S>              <C>           <C>            <C>           <C>                 
Net Income         $  196        $  307        $  151        $  215
                  
Per Share:                                           
  Earnings before preferred                                   
   stock transactions and     
   extraordinary 
   loss            $  2.53      $  2.52        $  2.12        $  1.63
  Preferred stock       
   transactions      (0.18)       (0.11)          0.61           0.33
  Extraordinary loss,                                      
   net of tax        (0.36)       (0.23)            -              -
                    ------       ------         ------         ------
                   $  1.99      $  2.18        $  2.73        $  1.96
                    ======       ======         ======         ======
</TABLE>



<TABLE>
<CAPTION>
                       Six Months Ended            Six Months Ended
                        June 30, 1996                June 30, 1995
                      GAAP         Fully           GAAP         Fully
                 (fully diluted) Distributed  (fully diluted) Distributed
                  -------------  -----------   -------------  -----------
<S>                 <C>           <C>             <C>          <C>
Net Income          $  174         $  382         $  154        $  274
                      
Per Share:                                           
  Earnings before preferred 
    stock transactions and       
    extraordinary 
    loss            $  2.49        $  3.29         $  2.13      $  2.03
  Preferred stock       
    transactions      (0.25)         (0.16)           0.63         0.33
  Extraordinary loss,                                      
    net of tax        (0.73)         (0.45)             -            -
                     ------         ------          ------       ------
                    $  1.51        $  2.68         $  2.76      $  2.36
                     ======         ======          ======       ======
</TABLE>


      Specific factors affecting UAL's consolidated operations 
for the second quarter and first six months of 1996 are described 
below.

Second Quarter 1996 Compared with Second Quarter 1995
- -----------------------------------------------------
      Operating revenues increased $349 million (9%).
United's revenue per available seat mile increased 6% to
10.30 cents.  Passenger revenues increased $302 million
(9%) due to a 4% increase in yield to 12.48 cents and a 4%
increase in revenue passenger miles.  The following
analysis by market is based on information reported to the
U.S. Department of Transportation:

      Latin America revenue passenger miles increased 7%
over the same period last year, with a nearly 5% increase
in yield.  In the Pacific, revenue passenger miles also
increased 7%; however, yield decreased 10% from the same
period last year, largely due to a weakening Japanese yen.
Domestic revenue passenger miles increased 4% and Atlantic
revenue passenger miles increased 2%.  Domestic yield
increased 11% as a result of a larger proportion of high
yield business traffic and fare levels influenced by the
expiration of the Federal passenger excise tax.  Available
seat miles increased 3% systemwide, reflecting increases of
6% in Latin America, 4% in the Pacific and 2% on Domestic
routes.  The system passenger load factor increased 1.2
points to 73.1%.

      Cargo revenues increased $7 million (4%) primarily
due to increased freight revenues.  Freight ton miles
increased 3% and mail ton miles increased 4%.  However, a
1% higher freight yield was offset by a 3% decrease in mail
yield.  Other operating revenues increased $40 million
(17%) due to increases in Mileage Plus partner-related
revenues and contract maintenance and fuel sales to third
parties.

      Operating expenses increased $253 million (7%) and
United's cost per available seat mile increased 4%, from
8.91 cents to 9.30 cents, including ESOP compensation
expense.  Without the ESOP compensation expense, United's
cost per available seat mile would have increased 3%, from
8.64 cents to 8.89.  ESOP compensation expense increased
$60 million (56%), reflecting the increase in the estimated
average fair value of ESOP preferred stock committed to be
released to employees as a result of UAL's higher common
stock price.  Aircraft maintenance increased $23 million
(24%) due to the timing of maintenance cycles.  Fuel
expense increased $81 million (20%) due to a 2% increase in
consumption and a 17% increase in the average price per
gallon of fuel to 69.0 cents.  The federal jet fuel tax
which went into effect October 1, 1995, accounted for
approximately $20 million of this increase.  Purchased
services increased $31 million (12%) due principally to
volume-related increases in computer reservations fees and
credit card discounts.  Other operating expenses increased
$32 million (7%) due principally to costs associated with
sales to third parties of fuel, contract maintenance and
other work.  Depreciation and amortization increased $8
million (5%) due primarily to the acquisition of 39
aircraft off operating leases in 1995 and new B777 aircraft
accounted for under capital leases.  Aircraft rent
decreased $20 million (8%) due to a decrease in the number
of aircraft on operating leases.

      Other expense amounted to $27 million in the second
quarter of 1996 compared to $51 million in the second
quarter of 1995.  Interest capitalized, primarily on
aircraft advance payments, increased $14 million (140%).
Interest expense decreased $27 million (27%) due to the
prepayment of long-term debt in 1995 and 1996.  Equity in
earnings of affiliates increased $4 million (31%) due
primarily to higher Galileo earnings resulting from
increased booking revenues.  Included in "Miscellaneous,
net" in the 1996 second quarter were foreign exchange
losses of $1 million compared to foreign exchange gains of
$10 million in the 1995 second quarter.

Six Months 1996 Compared with Six Months 1995
- ---------------------------------------------
      Operating revenues increased $749 million (11%).
United's revenue per available seat mile increased 7% to
9.94 cents.  Passenger revenue increased $660 million (10%),
due principally to a 5% increase in revenue passenger miles
and a 5% increase in yield to 12.36 cents.  The following
analysis by market is based on information reported to the
U.S. Department of Transportation:

        Latin America revenue passenger miles increased 5%
over the same period last year, with a 1% increase in
yield.  In the Pacific, revenue passenger miles increased
8%; however, yield decreased 7% from the same period last
year, largely due to a weakening Japanese yen.  Atlantic
revenue passenger miles increased 8% and domestic revenue
passenger miles increased 4%.  Domestic yield increased 10%
as a result of a larger proportion of high yield business
traffic and fare levels influenced by the expiration of the
Federal passenger excise tax.  Available seat miles
increased 3% systemwide, reflecting increases of 8% in
Latin America, 5% in the Atlantic,  4% in the Pacific and
2% on Domestic routes.  The system passenger load factor
increased 1.4 points to 70.9%.

      Cargo revenues increased $7 million (2%) due primarily
to increased mail revenues.  Mail ton miles increased 7% and
freight ton miles increased 3%.  However, yields for both
mail and freight decreased 2% from the same period in 1995.
Other operating revenues increased $82 million (17%) due to
increases in Mileage Plus partner-related revenues and
contract maintenance and fuel sales to third parties.

      Operating expenses increased $629 million (9%) and
United's cost per available seat mile increased 6%, from
8.82 to 9.35 cents, including ESOP compensation expense.
Without the ESOP compensation expense, United's 1996 six
month cost per available seat mile would have been 8.93
cents, an increase of 4% from 1995.  ESOP compensation
expense increased $134 million (68%), reflecting the
increase in the estimated average fair value of ESOP stock
committed to be released to employees as a result of UAL's
higher common stock price.  Aircraft fuel increased $177
million (22%) due to a 3% increase in consumption and a 19%
increase in the average price per gallon of fuel to 68.7
cents.   The federal jet fuel tax which went into effect
October 1, 1995, accounted for approximately $40 million of
this increase. Purchased services increased $68 million
(14%) due principally to volume-related increases in
computer reservations fees, credit card discounts and
communication charges.  Aircraft maintenance increased $28
million (14%) due to the timing of maintenance cycles.
Other operating expenses increased $90 million (10%) due
principally to costs associated with sales to third parties
of fuel, contract maintenance and other work.  Landing fees
and other rent increased $39 million (10%) due to increased
facilities rent, particularly at the new Denver
International Airport.   Depreciation and amortization
increased $35 million (10%) due primarily to the
acquisition of 39 aircraft off-lease in 1995 and new B777
aircraft accounted for under capital leases. Aircraft rent
decreased $30 million (6%) due to a decrease in the number
of aircraft on operating leases.

      Other expense amounted to $78 million for the first
six months of 1996 compared to $83 million for the first
six months of 1995.  Interest capitalized, primarily on
aircraft advance payments, increased $17 million (77%).
Interest expense decreased $44 million (22%) due to the
prepayment of long-term debt in 1995 and 1996.  Equity in
earnings of affiliates increased $10 million (37%) due
primarily to higher Galileo earnings resulting from
increased booking revenues. In addition, the first six
months of 1995 included a $41 million pre-tax gain on
disposition of aircraft owned by Air Wisconsin, Inc.

OUTLOOK FOR 1996

      Given first and second quarter trends, available seat
miles are expected to grow approximately 3% for the full
year over 1995, with a 1 to 2 point increase in load
factor.  Third quarter yields are expected to remain
strong.  It is likely that the Federal passenger excise tax
will be reinstated during the third quarter; however, it is
uncertain whether the tax will remain in effect
permanently.  As a result, United is unable to determine at
this time, what effect, if any, a temporary or permanent
reinstatement of the excise tax will have on the domestic
pricing environment.  Pacific unit revenue is expected to
turn positive relative to 1995, assuming that the negative
yen exchange rate effect is less than in the second
quarter.  Unit cost for the full year, excluding the ESOP
compensation expense, is expected to increase approximately
3% due largely to volume-driven costs and fuel prices.  Net
interest expense for the year should be lower due to the
early repayments of relatively high-interest rate
debentures and the conversion of $597 million in principal
amount of 6 3/8% convertible debentures.

      The information included in the previous paragraph is
forward-looking and involves risks and uncertainties that
could result in actual results differing materially from
expected results.  It is not reasonably possible to itemize
all of the many factors and specific events that could
affect the outlook of an airline operating in the global
economy.  Some factors that could significantly impact
expected capacity, yields and expenses include the airline
pricing environment, willingness of customers to travel,
fuel costs, low-fare carrier expansion, capacity decisions
of other carriers, actions of the U.S. and foreign
governments, foreign currency exchange rate fluctuations,
the price of UAL common stock, inflation, the general
economic environment, and other factors discussed herein
and in UAL's 1995 Annual Report on Form 10-K.





 
                            Part II
                             -------
                        Other Information
                        -----------------



Item 1.  Legal Proceedings.
- ------   -----------------

     Travel Agency Commission Litigation - On February 13, l995
and dates thereafter United Air Lines, Inc. ("United") and six
other airlines were sued in various courts around the nation by
travel agents and the American Society of Travel Agents 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.  The cases are now consolidated before the federal
court in Minneapolis.  The court, on August 23, 1995, denied the
plaintiffs' motion for preliminary injunction as well as the
defendants' motion for summary judgment.  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.  One of the six co-
defendants, TWA, entered into a court-approved settlement
agreement.  On May 28, 1996, the defendants, upon the close of
discovery, filed renewed motions for summary judgment.  Oral
argument on the motions was heard on July 26, 1996.  The case has
been set for trial on September 4, 1996.

     Fry v. UAL Corp. - On February 21, 1990, a purported class
action complaint was filed in the U.S. District Court for the
Northern District of Illinois, Eastern Division.   This complaint
was brought by several UAL Corporation ("UAL") stockholders,
purportedly on behalf of all of UAL stockholders who sold puts or
common stock from October 29, 1987 through December 8, 1987.  The
complaint alleged that UAL committed common law fraud and
violated Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 promulgated thereunder and the Illinois Deceptive
Trade Practices Act by falsely announcing that it intended to
distribute proceeds of sales of non-core businesses as a special
dividend, when in fact it was negotiating a cash tender offer for
the buyback of shares.  Plaintiffs claimed $160 million in
damages, plus attorneys' fees, fees and costs of plaintiff's
accountants and experts and other costs and disbursements.  UAL's
motion for summary judgment was granted on August 11, 1995, and
that decision was affirmed by the Seventh Circuit on May 23,
1996.

     Mileage Plus Class Actions - As reported in UAL's Form 10-Q
for the quarter ended March 31, 1996, 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.  In December 1994,
one of the cases was dismissed by the court on United's motions,
the dismissal subsequently affirmed by the Illinois Appellate
Court on June 7, 1996.  On October 13, 1995, the court granted
United's motion to dismiss the three remaining cases with
prejudice but permitted the plaintiffs to file an amended
complaint.  The amended complaint, filed solely on behalf of
program members who joined prior to 1988, was dismissed by the
court on United's motion on March 29, 1996.  On April 29, 1996, 
the plaintiffs filed an appeal with the Appellate Court of Illinois 
for the First District.

     GEC-Marconi Claim - On April 4, 1996 United filed suit in the
Circuit Court of Cook County, Illinois, Law Division, against GEC-
Marconi Inflight Systems Overseas, Ltd. ("GMIS"), its 777 inseat
video vendor, claiming breach of contract for GMIS's failure to
deliver the contracted product in the specified time frame, and
seeking monetary and injunctive relief.  United also named in the
suit GEC-Marconi Inflight Systems, Inc. ("GMIS, Inc."), its 777
video maintenance provider, seeking declaratory relief on the
maintenance contract.  On July 19, 1996 GMIS and GMIS, Inc. filed
a counterclaim against United seeking in excess of $240 million
for various alleged breaches of contract by United, plus
consequential damages and attorney's fees and costs, relating to
the same product purchase agreement (which, in addition, included
a 747 and 767 retrofit order that United terminated on April 4,
1996) and maintenance service agreement which form the basis of
United's complaint, as well as an alleged June 1996 "agreement"
that had been the subject of negotiations between the parties but
was never signed by United regarding interim arrangements between
the parties.  GMIS and GMIS, Inc. also seek injunctive relief to
enforce the alleged "agreement" and prevent United from obtaining
substitute goods from other vendors.  On August 1, GMIS and GMIS,
Inc. filed an emergency motion on the claims for injunctive
relief.  The court has set August 28 as the hearing date on the
issue of whether, as a matter of law, GMIS and GMIS, Inc. should
be denied its emergency motion.  GMIS and GMIS, Inc. also filed a
motion to dismiss United's complaint. 


Item 2.  Changes in Securities.
- ------   ---------------------

     On April 26, 1996 UAL Corporation filed an amendment to its
Restated Certificate of Incorporation with the Secretary of State
of Delaware which increased the number of authorized shares of
its Common Stock, $.01 par value ("Common Stock"), from
100,000,000 shares to 200,000,000 shares in connection with a
four-for-one stock split of the Common Stock in the form of a 
300% stock dividend to holders of record, which occurred effective 
at the close of business on May 6, 1996.


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

    (a) Exhibit 10.1 - Fourth Amendment to UAL Corporation
        Employee Stock Ownership Plan dated as of July 16, 1996.
     
        Exhibit 10.2 - Fourth Amendment to UAL Corporation
        Supplemental ESOP dated as of July 16, 1996.
        
        Exhibit 10.3 - Agreement, dated as of July 16, 1996,
        pursuant to Section 1.6(q) of the Amended and Restated
        Agreement and Plan of Recapitalization among UAL
        Corporation ("UAL"), the Air Line Pilots Association,
        International and the International Association of
        Machinists and Aerospace Workers.
     
        Exhibit 10.4 - Supplemental Agreement No. 8 dated as of
        May 30, 1996 to the Agreement dated December 18, 1990
        between The Boeing Company ("Boeing") and United Air
        Lines, Inc. ("United") (and United Worldwide
        Corporation) for acquisition of Boeing 747-400 aircraft
        (as previously amended and supplemented, the "747-400
        Purchase Agreement" (filed as Exhibit 10.8 to UAL's Form
        10-K for the year ended December 31, 1990, and
        incorporated herein by reference; supplements thereto
        filed as (i) Exhibits 10.4 and 10.5 to UAL's Form 10-K
        for the year ended December 31, 1991, (ii) Exhibits
        10.3, 10.4, 10.5, 10.6 and 10.22 to UAL's Form 10-Q for
        the quarter ended June 30, 1993, (iii) Exhibit 10.3 to
        UAL's Form 10-K for the year ended December 31, 1993,
        (iv) Exhibit 10.14 to UAL's Form 10-Q for the quarter
        ended June 30, 1994, (v) Exhibits 10.29 and 10.30 to
        UAL's Form 10-K for the year ended December 31, 1994,
        (vi) Exhibits 10.4 through 10.8 to UAL's Form 10-Q for
        the quarter ended March 31, 1995, (vii) Exhibits 10.7
        and 10.8 to UAL's Form 10-Q for the quarter ended June
        30, 1995, and (viii) Exhibit 10.41 to UAL's Form 10-K
        for the year ended December 31, 1995, and incorporated
        herein by reference)).  (Exhibit 10.4 hereto is filed
        with a request for confidential treatment of certain
        portions thereof.)
        
        Exhibit 10.5 - Supplemental Agreement No. 9 dated as of
        July 12, 1996 to the 747-400 Purchase Agreement.
        (Exhibit 10.5 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.6 - Letter Agreement No. 1670-06 dated July
        12, 1996 to the 747-400 Purchase Agreement.  (Exhibit
        10.6 hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.7 - Letter Agreement No. 6-1162-DLJ-891R3
        dated May 30, 1996 to the 747-400 Purchase Agreement.
        (Exhibit 10.7 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.8 - Letter Agreement No. 6-1162-DLJ-891R4
        dated July 12, 1996 to the 747-400 Purchase Agreement.
        (Exhibit 10.8 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.9 - Supplemental Agreement No. 4 dated as of
        May 30, 1996 to the Agreement dated December 18, 1990
        between Boeing and United (and United Worldwide
        Corporation) for acquisition of Boeing 777-200 aircraft
        (as previously amended and supplemented, the "777-200
        Purchase Agreement" (filed as Exhibit 10.7 to UAL's Form
        10-K for the year ended December 31, 1990, and
        incorporated herein by reference; supplements thereto
        filed as (i) Exhibits 10.1, 10.2 and 10.22 to UAL's Form
        10-Q for the quarter ended June 30, 1993, (ii) Exhibit
        10.2 to UAL's Form 10-K for the year ended December 31,
        1993, (iii) Exhibit 10.14 to UAL's Form 10-Q for the
        quarter ended June 30, 1994, (iv) Exhibits 10.27 and
        10.28 to UAL's Form 10-K for the year ended December 31,
        1994, (v) Exhibits 10.2 and 10.3 to UAL's Form 10-Q for
        the quarter ended March 31, 1995, (vi) Exhibits 10.4,
        10.5 and 10.6 to UAL's Form 10-Q for the quarter ended
        June 30, 1995, and (vii) Exhibits 10.37 through 10.40 to
        UAL's Form 10-K for the year ended December 31, 1995,
        and incorporated herein by reference)).  (Exhibit 10.9
        hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.10 - Supplemental Agreement No. 5 dated July
        12, 1996 to the 777-200 Purchase Agreement.  (Exhibit
        10.10 hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.11 - Letter Agreement No. 6-1162-MDH-077
        dated May 6, 1996 to the 777-200 Purchase Agreement.
        (Exhibit 10.11 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.12 - Letter Agreement No. 6-1162-MDH-131
        dated July 12, 1996 to the 777-200 Purchase Agreement.
        (Exhibit 10.12 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.13 - Supplemental Agreement No. 6 dated as of
        May 30, 1996 to the Agreement dated October 25, 1988
        between Boeing and United for acquisition of 757-200
        aircraft (as previously amended and supplemented, the
        "757-200 Purchase Agreement" (filed as Exhibit 10(K) to
        UAL's Form 10-K for the year ended December 31, 1989,
        and incorporated herein by reference; supplements
        thereto filed as (i) Exhibits 10.14, 10.15, 10.16,
        10.17, 10.18, 10.19 and 10.22 to UAL's Form 10-Q for the
        quarter ended June 30, 1993, (ii) Exhibit 10.14 to UAL's
        Form 10-Q for the quarter ended June 30, 1994, and (iii)
        Exhibit 10.9 to UAL's Form 10-Q for the quarter ended
        March 31, 1995, and incorporated herein by reference)).
        (Exhibit 10.13 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.14 - Supplemental Agreement No. 7 dated July
        12, 1996 to the 757-200 Purchase Agreement.  (Exhibit
        10.14 hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.15 - Letter Agreement No. 1485-09 dated July
        12, 1996 to the 757-200 Purchase Agreement.  (Exhibit
        10.15 hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.16 - Change Order No. 10 dated February 1,
        1996 to the 757-200 Purchase Agreement.  (Exhibit 10.16
        hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.17 - Letter Agreement No. 6-1162-MDH-150
        dated July 12, 1996 to (a) the 747-400 Purchase
        Agreement, (b) the 777-200 Purchase Agreement, (c) the
        757-200 Purchase Agreement, (d) the Agreement dated as
        of March 1, 1990 between Boeing and United for
        acquisition of 767-300ER aircraft (as previously amended
        and supplemented, the "767-300ER Purchase Agreement"
        (filed as Exhibit 10(L) to UAL's Form 10-K for the year
        ended December 31, 1989, and incorporated herein by
        reference; supplements thereto filed as (i) Exhibits
        10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13 and 10.22
        to UAL's Form 10-Q for the quarter ended June 30, 1993,
        and (ii) Exhibit 10.14 to UAL's Form 10-Q for the
        quarter ended June 30, 1994, and (iii) Exhibits 10.10
        and 10.11 to UAL's Form 10-Q for the quarter ended March
        31, 1995, and incorporated herein by reference)), and
        (e) an amended and restated agreement dated as of March
        19, 1992 between Boeing and United for the acquisition
        of 737 aircraft, the "737 Purchase Agreement" (filed as
        Exhibit 10.15 to UAL's Form 10-K for the year ended
        December 31, 1992, and incorporated herein by reference;
        supplements thereto filed as (i) Exhibits 10.20, 10.21
        and 10.22 to UAL's Form 10-Q for the quarter ended June
        30, 1993, (ii) Exhibit 10.14 to UAL's Form 10-Q for the
        quarter ended June 30, 1994, and (iii) Exhibit 10.34 to
        UAL's Form 10-K for the year ended December 31, 1994,
        and incorporated herein by reference)).  (Exhibit 10.17
        hereto is filed with a request for confidential
        treatment of certain portions thereof.)
        
        Exhibit 10.18 - Letter Agreement No. 6-1162-RCN-870R3
        dated May 24, 1996 to the 737 Purchase Agreement, 747-
        400 Purchase Agreement, 757-200 Purchase Agreement, 767-
        300ER Purchase Agreement and 777-200 Purchase Agreement.
        (Exhibit 10.18 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        Exhibit 10.19 - Letter Agreement No. 6-1162-RCN-870R4
        dated July 12, 1996 to the 737 Purchase Agreement, 747-
        400 Purchase Agreement, 757-200 Purchase Agreement, 767-
        300ER Purchase Agreement and 777-200 Purchase Agreement.
        (Exhibit 10.19 hereto is filed with a request for
        confidential treatment of certain portions thereof.)
        
        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 July 23, 1996 to report a press release
        regarding UAL earnings release.
     
     

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 and
                                        Chief Financial Officer
                                        (principal financial and
                                        accounting officer)




Dated:  August 14, 1996



                          Exhibit Index
                          -------------


Exhibit No.                    Description
- ----------                     -----------

10.1      Fourth Amendment to UAL Corporation Employee Stock
          Ownership Plan dated as of July 16, 1996.

10.2      Fourth Amendment to UAL Corporation Supplemental ESOP
          dated as of July 16, 1996.

10.3      Agreement, dated as of July 16, 1996, pursuant to
          Section 1.6(q) of the Amended and Restated Agreement
          and Plan of Recapitalization among UAL Corporation, the
          Air Line Pilots Association, International and the
          International Association of Machinists and Aerospace
          Workers.

10.4      Supplemental Agreement No. 8 dated as of May 30, 1996
          to the Agreement dated December 18, 1990 between The
          Boeing Company ("Boeing") and United Air Lines, Inc.
          ("United") (and United Worldwide Corporation) for
          acquisition of Boeing 747-400 aircraft (as previously
          amended and supplemented, the "747-400 Purchase
          Agreement" (filed as Exhibit 10.8 to UAL's Form 10-K
          for the year ended December 31, 1990, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.4 and 10.5 to UAL's Form 10-K for the year
          ended December 31, 1991, (ii) Exhibits 10.3, 10.4,
          10.5, 10.6 and 10.22 to UAL's Form 10-Q for the quarter
          ended June 30, 1993, (iii) Exhibit 10.3 to UAL's Form
          10-K for the year ended December 31, 1993, (iv) Exhibit
          10.14 to UAL's Form 10-Q for the quarter ended June 30,
          1994, (v) Exhibits 10.29 and 10.30 to UAL's Form 10-K
          for the year ended December 31, 1994, (vi) Exhibits
          10.4 through 10.8 to UAL's Form 10-Q for the quarter
          ended March 31, 1995, (vii) Exhibits 10.7 and 10.8 to
          UAL's Form 10-Q for the quarter ended June 30, 1995,
          and (viii) Exhibit 10.41 to UAL's Form 10-K for the
          year ended December 31, 1995, and incorporated herein
          by reference)).  (Exhibit 10.4 hereto is filed with a
          request for confidential treatment of certain portions
          thereof.)

10.5      Supplemental Agreement No. 9 dated as of July 12, 1996
          to the 747-400 Purchase Agreement.  (Exhibit 10.5
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.6      Letter Agreement No. 1670-06 dated July 12, 1996 to the
          747-400 Purchase Agreement.  (Exhibit 10.6 hereto is
          filed with a request for confidential treatment of
          certain portions thereof.)

10.7      Letter Agreement No. 6-1162-DLJ-891R3 dated May 30,
          1996 to the 747-400 Purchase Agreement.  (Exhibit 10.7
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.8      Letter Agreement No. 6-1162-DLJ-891R4 dated July 12,
          1996 to the 747-400 Purchase Agreement.  (Exhibit 10.8
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.9      Supplemental Agreement No. 4 dated as of May 30, 1996
          to the Agreement dated December 18, 1990 between Boeing
          and United (and United Worldwide Corporation) for
          acquisition of Boeing 777-200 aircraft (as previously
          amended and supplemented, the "777-200 Purchase
          Agreement" (filed as Exhibit 10.7 to UAL's Form 10-K
          for the year ended December 31, 1990, and incorporated
          herein by reference; supplements thereto filed as (i)
          Exhibits 10.1, 10.2 and 10.22 to UAL's Form 10-Q for
          the quarter ended June 30, 1993, (ii) Exhibit 10.2 to
          UAL's Form 10-K for the year ended December 31, 1993,
          (iii) Exhibit 10.14 to UAL's Form 10-Q for the quarter
          ended June 30, 1994, (iv) Exhibits 10.27 and 10.28 to
          UAL's Form 10-K for the year ended December 31, 1994,
          (v) Exhibits 10.2 and 10.3 to UAL's Form 10-Q for the
          quarter ended March 31, 1995, (vi) Exhibits 10.4, 10.5
          and 10.6 to UAL's Form 10-Q for the quarter ended June
          30, 1995, and (vii) Exhibits 10.37 through 10.40 to
          UAL's Form 10-K for the year ended December 31, 1995,
          and incorporated herein by reference)).  (Exhibit 10.9
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.10     Supplemental Agreement No. 5 dated July 12, 1996 to the
          777-200 Purchase Agreement.  (Exhibit 10.10 hereto is
          filed with a request for confidential treatment of
          certain portions thereof.)

10.11     Letter Agreement No. 6-1162-MDH-077 dated May 6, 1996
          to the 777-200 Purchase Agreement.  (Exhibit 10.11
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.12     Letter Agreement No. 6-1162-MDH-131 dated July 12, 1996
          to the 777-200 Purchase Agreement.  (Exhibit 10.12
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.13     Supplemental Agreement No. 6 dated as of May 30, 1996
          to the Agreement dated October 25, 1988 between Boeing
          and United for acquisition of 757-200 aircraft (as
          previously amended and supplemented, the "757-200
          Purchase Agreement" (filed as Exhibit 10(K) to UAL's
          Form 10-K for the year ended December 31, 1989, and
          incorporated herein by reference; supplements thereto
          filed as (i) Exhibits 10.14, 10.15, 10.16, 10.17,
          10.18, 10.19 and 10.22 to UAL's Form 10-Q for the
          quarter ended June 30, 1993, (ii) Exhibit 10.14 to
          UAL's Form 10-Q for the quarter ended June 30, 1994,
          and (iii) Exhibit 10.9 to UAL's Form 10-Q for the
          quarter ended March 31, 1995, and incorporated herein
          by reference)).  (Exhibit 10.13 hereto is filed with a
          request for confidential treatment of certain portions
          thereof.)

10.14     Supplemental Agreement No. 7 dated July 12, 1996 to the
          757-200 Purchase Agreement.  (Exhibit 10.14 hereto is
          filed with a request for confidential treatment of
          certain portions thereof.)

10.15     Letter Agreement No. 1485-09 dated July 12, 1996 to the
          757-200 Purchase Agreement.  (Exhibit 10.15 hereto is
          filed with a request for confidential treatment of
          certain portions thereof.)

10.16     Change Order No. 10 dated February 1, 1996 to the 757-
          200 Purchase Agreement.  (Exhibit 10.16 hereto is filed
          with a request for confidential treatment of certain
          portions thereof.)

10.17     Letter Agreement No. 6-1162-MDH-150 dated July 12, 1996
          to (a) the 747-400 Purchase Agreement, (b) the 777-200
          Purchase Agreement, (c) the 757-200 Purchase Agreement,
          (d) the Agreement dated as of March 1, 1990 between
          Boeing and United for acquisition of 767-300ER aircraft
          (as previously amended and supplemented, the "767-300ER
          Purchase Agreement" (filed as Exhibit 10(L) to UAL's
          Form 10-K for the year ended December 31, 1989, and
          incorporated herein by reference; supplements thereto
          filed as (i) Exhibits 10.7, 10.8, 10.9, 10.10, 10.11,
          10.12, 10.13 and 10.22 to UAL's Form 10-Q for the
          quarter ended June 30, 1993, and (ii) Exhibit 10.14 to
          UAL's Form 10-Q for the quarter ended June 30, 1994,
          and (iii) Exhibits 10.10 and 10.11 to UAL's Form 10-Q
          for the quarter ended March 31, 1995, and incorporated
          herein by reference)), and (e) an amended and restated
          agreement dated as of March 19, 1992 between Boeing and
          United for the acquisition of 737 aircraft, the "737
          Purchase Agreement" (filed as Exhibit 10.15 to UAL's
          Form 10-K for the year ended December 31, 1992, and
          incorporated herein by reference; supplements thereto
          filed as (i) Exhibits 10.20, 10.21 and 10.22 to UAL's
          Form 10-Q for the quarter ended June 30, 1993, (ii)
          Exhibit 10.14 to UAL's Form 10-Q for the quarter ended
          June 30, 1994, and (iii) Exhibit 10.34 to UAL's Form 10-
          K for the year ended December 31, 1994, and
          incorporated herein by reference)).  (Exhibit 10.17
          hereto is filed with a request for confidential
          treatment of certain portions thereof.)

10.18     Letter Agreement No. 6-1162-RCN-870R3 dated May 24,
          1996 to the 737 Purchase Agreement, 747-400 Purchase
          Agreement, 757-200 Purchase Agreement, 767-300ER
          Purchase Agreement and 777-200 Purchase Agreement.
          (Exhibit 10.18 hereto is filed with a request for
          confidential treatment of certain portions thereof.)

10.19     Letter Agreement No. 6-1162-RCN-870R4 dated July 12,
          1996 to the 737 Purchase Agreement, 747-400 Purchase
          Agreement, 757-200 Purchase Agreement, 767-300ER
          Purchase Agreement and 777-200 Purchase Agreement.
          (Exhibit 10.19 hereto is filed with a request for
          confidential treatment of certain portions thereof.)

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
                                                                 
                                                                 
                        FOURTH 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 as of August 1, 1996 (except as specified
below).
          
          1.  The following new paragraph is added immediately
following the third paragraph of the material labelled
"Transaction" which precedes Section 1:

          "The parties to the Recapitalization Agreement have
     recognized that the value of the Common Stock has increased
     significantly since the effective date of the Plan.  That
     increase is expected to result in an increase in the price
     at which the Trustee will acquire Class 1 Non-Voting
     Preferred Stock starting in 1996.  As a result of the
     significant price increase and limitations imposed under the
     Internal Revenue Code,
 the parties to the Recapitalization
     Agreement anticipate that the portion of the underlying
     shares of Preferred Stock which will be available under Part
     A may be reduced from 78.15% starting in 1996, as
     contemplated by Section 1.6(q) of the Recapitalization
     Agreement.  Any reduction in the Class 1 Non-Voting
     Preferred Stock under Part A for a Plan Year will be offset
     by a corresponding increase for that year in the shares of
     Preferred Stock under Part B and the Supplemental Plan."
           
          2.  The material labelled "Part A" which precedes
 Section 1 is amended by adding the following new paragraph to
 the end of such material:

          "For the Plan Years beginning on and after January 1,
     1996, the foregoing percentages will be adjusted as set
     forth in Section 5.4(a)(i)(A) to take into account the
     expected limitations on the amount of shares of Preferred
     Stock which can be delivered under Part A because of
     limitations under the Code.  It is expected that such Code
     limitations will result in an overall reduction of the
     number of shares of Preferred Stock which can be delivered
     in Part A. It is also expected that the total number of
     shares to be delivered in Part A to the Management and
     Salaried Employee Group will be unchanged, that the total
     number of shares to be delivered in Part A to the IAM
     Employee Group will be reduced, and that the total number of
     shares to be delivered in Part A to the ALPA Employee Group
     may be reduced.  The Company shall, pursuant to an agreement
     entered into pursuant to Section 1.6(q) of the
     Recapitalization Agreement among the Company and the unions
     representing the members of the ALPA and IAM Employee
     Groups, determine the number of shares which are expected to
     be delivered under Part A, determine the relevant
     percentages among the Employee Groups, and cause any
     reduction in the shares delivered under Part A to each
     Employee Group to be offset by a corresponding increase in
     the number of shares delivered under Part B and the
     Supplemental Plan to that Employee Group, so that the total
     number of shares delivered to each Employee Group will be
     unchanged."

          3.  Section 1(p) is amended by adding the following to
the end of the Section, it being understood that the language set
forth below is intended only as an explanation of the original
intent of the Plan and not as a substantive change to the Plan,
and is therefore effective July 12, 1994:
          
          "Compensation shall not include amounts paid in an
     employee contest or drawing of any type."

          4.  The following is added after the first sentence of
Section 3.1(a)(i):

          "For Plan Years 1996 through 1999 inclusive, the
     Company's contribution under Part A (and the corresponding
     principal payment due for the initial year of each
     Additional Acquisition Loan entered into for such years)
     shall be limited to the maximum contribution which the
     Company reasonably determines in consultation with its
     advisers can be made consistent with (w) satisfaction of the
     principles set forth in Section 1.6(l) of the
     Recapitalization Agreement, (x) achieving a high degree of
     certainty that the limits of Code Section 415(c)(6) shall
     not be exceeded, (y) avoiding an allocation which would be
     expected to cause all members of an Employee Group to exceed
     the limits of Code Section 415(c), and (z) limiting the
     release of shares of Class 1 Non-Voting Preferred Stock from
     the suspense accounts under the Acquisition Loans so that
     there are available for allocation that year sufficient
     shares of Class 2 Non-Voting Preferred Stock for each
     Employee Group to permit appropriate allocations in the
     Supplemental ESOP to individuals whose allocations reached
     the limit of Code Section 415(c).  The Company's
     contribution shall be determined under the Agreement
     Pursuant to Section 1.6(q) of the Recapitalization Agreement
     (the "1.6(q) Agreement") entered into by the Company, ALPA
     and the IAM, which provides that the amount of the
     contribution shall not be made by reconsidering the
     principles set forth in clauses (w) through (z), but shall
     instead be made by using the same methodology which was used
     by the Company (and verified by the Committee) for the
     determination of the Revised Class 1 Decimal under the
     1.6(q) Agreement, and that such methodology shall be applied
     by using such updated data as may be reasonably available to
     the Company prior to the determination of the contribution."
          
          5.  Section 5.4(a)(i)(A) is amended by adding the
 following to the end of the Section:

          "For Class 1 Non-Voting Preferred Stock released for
     Plan Years beginning on or after January 1, 1996 and before
     January 1, 2000, the allocation percentage shall be
     determined by the Company as described below.  There shall
     be determined the number of shares of Class 1 Non-Voting
     Preferred Stock available for allocation for the Plan Year,
     which is equal to the sum of (x) the number of shares of
     Class 1 Non-Voting Preferred Stock which will be released
     for the Plan Year on account of repayment of all Acquisition
     Loans and (y) the number of shares held in the suspense
     account referred to in Section 5.5(f) on account of excess
     contributions in the preceding Plan Year.  The number of
     shares of Class 1 Non-Voting Preferred Stock to be allocated
     for the Plan Year on behalf of dividends paid on previously-
     allocated shares shall be determined for each Employee
     Group.  The allocation percentage for the Management and
     Salaried Employee Group shall be the percentage which will
     result in a total allocation of 497,983.6564 shares of
     Class 1 Non-Voting Preferred Stock, including the shares to
     be allocated on account of dividends paid on previously-
     allocated shares.  The percentage to be allocated to the
     members of the IAM Employee Group shall be the least of (xx)
     the percentage which would result in a total allocation to
     the IAM Employee Group of 1,129,952.550 shares of Class 1
     Non-Voting Preferred Stock for such Plan Year, including
     shares to be allocated based upon dividends paid on
     previously-allocated shares, (yy) the percentage which is
     expected to result in the allocation of the sum of (i) the
     shares to be allocated based upon dividends paid on
     previously-allocated shares, plus (ii) the amount the
     Company reasonably determines, in consultation with its
     advisers, as the maximum allocation which can be made
     consistent with avoiding an allocation which would be
     expected to cause all members of the IAM Employee Group to
     exceed the limits described in Section 5.4(a)(iii), or (zz)
     the percentage which was contemplated for the allocation to
     the IAM Employee Group upon consummation of the Additional
     Acquisition Loan entered into during such Plan Year.  The
     allocation percentage to the ALPA Employee Group shall be
     one minus the sum of the allocation percentage to the
     Management and Salaried Employee Group and the IAM Employee
     Group."
          
          6.  Section 5.4(a)(iii) is amended by adding the
following to the end of the Section:
          
          "Effective for Plan Years beginning on or after January
     1, 1996, for purposes only of allocations of contributions
     under Part A, the amount of the limitation under Code
     Section 415(c) shall be reduced by an amount which is
     reasonably estimated by the Company for each Employee Group,
     as necessary to permit the allocation of Voting Preferred
     Stock under Section 5.4(c)(i), without violating the
     limitation of Code Section 415(c).  For this purpose, the
     amount of the reduction in the limitation may be estimated
     in any reasonable way, and such estimation may be made on a
     group-wide, rather than an individual basis; the amount of
     the reduction in the limitation need not be the same for
     each Employee Group."
          
          7.  Section 5.4(a)(viii) shall be redesignated as
clause (ix), the first word of such clause shall be changed from
"eighth" to "ninth", the reference "clauses (i) through (vii)"
shall be changed to a reference to "clauses (i) through (viii)",
and there shall be inserted a new clause (viii) as follows:

          "(viii) Eighth.  If the allocation of Employer
     contributions described in clause (vii) results in a
     violation of Code Section 415(c) for all members of any
     Employee Group (after reallocating any excess allocation
     owing to members of such Employee Group), then the excess
     allocation, and the shares released from repayment of
     Acquisition Loans resulting from such excess allocation,
     shall be placed in the suspense account referred to in
     Section 5.5(f), and the tentative allocations shall become
     final.  For this purpose, shares shall first be allocated in
     any Plan Year from the suspense account referred to in
     Section 5.5(f), and then from the shares released on account
     of repayment of Acquisition Loans, in the order the
     Acquisition loans were entered into."
          
          8.  Section 5.5(d) is amended by adding the following
 to the end of the Section:
          
          "For Plan Years beginning on or after January 1, 1996,
     Part B shall generally continue to be reduced before Part A,
     but Part A shall be reduced prior to Part B to the extent
     set forth in the provisions of Section 5.4(a)(iii) which
     refer to Voting Preferred Stock."

          9.  Section 5.5(f) is amended to read as follows:

          "(f) Excess Allocations.  If, after applying the
     allocation provisions under Section 5.4, allocations under
     Section 5.4 would otherwise result in a violation of Code
     Section 415, the ESOP Committee shall reduce Employer
     Contributions for the next limitation year for all
     Participants and shall hold excess amounts in a Suspense
     Account for allocation in a subsequent Plan Year in
     accordance with Reg. Section 1.415-6(b)(6)(iii).  The shares
     of Class 1 Non-Voting Preferred Stock which correspond to
     such excess contribution amounts shall also be held in such
     Suspense Account for allocation to Participants in a
     subsequent Plan Year.  If an amount is held in the Suspense
     Account referred to in this subsection (f) after the
     completion of allocations for any Plan Year, then such
     amount shall be allocated as part of the Employer
     Contribution for the immediately following Plan Year.  Such
     amount shall be included in calculating the allocation
     percentage among the Employee Groups, pursuant to Section
     5.4(a)(i).  Accordingly, in a Plan Year in which amounts
     held in the Suspense Account are allocated, the total
     Employer Contributions, including the amounts held in the
     Suspense Account, shall be allocated according to the
     allocation percentages established under Section 5.4(a)(i).
     The intended result of the allocation is that the Suspense
     Account should not alter the agreed-upon cumulative division
     of shares among the Employee Groups in Parts A and B and the
     Supplemental ESOP."
          
          10.  Section 7.2 is amended, effective as of the date
this amendment is adopted and approved, by adding the following
immediately before the words "provided, however":
     
          "or the Participant is determined to have a Total
     Disability"

          IN WITNESS WHEREOF, the Company has caused this Fourth
Amendment to be executed on July 16, 1996.


                                   UAL CORPORATION



                                   /s/ Douglas A. Hacker
                                   ---------------------

                                   APPROVED BY:

                                   AIR LINE PILOTS ASSOCIATION,
                                   INTERNATIONAL



                                   /s/ J. Randolph Babbitt
                                   -----------------------

                                   /s/ Michael H. Glawe
                                   --------------------
                                   
                                   
                                   INTERNATIONAL ASSOCIATION
                                   OF MACHINISTS AND
                                   AEROSPACE WORKERS



                                   /s/ Kenneth W. Thiede
                                   ---------------------





                                                     Exhibit 10.2
                                                                 
                                                                 
                        FOURTH AMENDMENT
                         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 13.1(a) 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") 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 as of August 1, 1996 (except as specified below).
         
          1.  Section 1.1(c) is amended by adding the following
to the end of the Section:
          
          "For Convertible Shares to be allocated under this Plan
     for Plan Years beginning on or after January 1, 1996, the
     percentages to be allocated shall be determined as follows:
     The number of Convertible Shares to be allocated under this
     Plan shall, for each Plan Year prior to the Plan Year
     beginning January 1, 2000, be the remainder of deducting the
     shares allocated under Part A of the ESOP from 3,073,973.
     For the Plan Year beginning January 1, 2000, the total
     number of shares allocated under this Plan shall equal the
     remaining
 Convertible Shares to be allocated to all Employee
     Groups, after the allocation under Part A of the ESOP.  The
     number of shares to be allocated to each of the Employee
     Groups for each Plan Year (other than the Plan Year
     beginning January 1, 2000) shall equal, for the ALPA Group,
     the result of deducting the shares allocated under Part A of
     the ESOP for such Plan Year from 1,421,097.718 shares, for
     the IAM Employee Group, the result of deducting the shares
     allocated under Part A of the ESOP for such Plan Year from
     1,141,366.175 shares, and for the Management and Salaried
     Group shall be the result of deducting the shares allocated
     under Part A of the ESOP for such Plan Year from 511,509.107
     shares.  For the Plan Year beginning January 1, 2000, the
     number of shares to be allocated to each Employee Group
     under this Plan shall be the total number of shares
     remaining to be allocated to such Employee Group, after the
     allocations under Part A of the ESOP."

          2.  Section 2.2(a) is amended by adding the following
to the end of the Section:
          
          "Notwithstanding the foregoing, the maximum number of
     Convertible Shares issued under this Plan and the ESOP (Part
     B) shall be the result of deducting from 17,675,345 the
     number of Convertible Shares allocated under Part A."

          3.  Section 3.1(b)(i) is amended to read as follows,
effective as of the date this amendment is adopted and approved:
          
          "(i) as soon as practicable following the Valuation
     Date coinciding with or next following the later of (x) the
     earlier of the Participant's termination of employment with
     the Employer and its Affiliates and the date the Participant
     is determined to have a Total Disability, or (y) December
     31, 1995, the Company shall pay such Participant (or, if
     such Participant is not living at the time for payment, to
     such Participant's Beneficiary) the value of the
     Participant's vested Account; and"
         
          4.  Section 3.1(c)(v) is amended by adding the
following to the end of the Section:
          
          "In the case of any member of the IAM Employee Group
     whose employment with the Employer and its Affiliates is not
     terminated at the time of his election, the foregoing
     sentence shall not apply.  Instead, any such election (or
     modification or revocation thereof) shall be void unless
     made (x) at least one year prior to the Participant's
     termination of employment with the Employer (and its
     Affiliates), (y) for a member of the IAM Employee Group who
     had Convertible Shares allocated to the Participant's
     Account under this Plan for the 1995 Plan Year, by September
     15, 1996, or (z) for a member of the IAM Employee Group who
     did not have Convertible Shares allocated to the
     Participant's Account in this Plan for the 1995 Plan Year,
     by December 31, 1996."

          IN WITNESS WHEREOF, the Company has caused this Fourth
Amendment to be executed on July 16, 1996.

                                   UAL CORPORATION



                                   /s/ Douglas A. Hacker
                                   ---------------------


                                   APPROVED BY:

                                   AIR LINE PILOTS ASSOCIATION,
                                   INTERNATIONAL



                                   /s/ J. Randolph Babbitt
                                   -----------------------

                                   /s/ Michael H. Glawe
                                   --------------------


                                   INTERNATIONAL ASSOCIATION
                                   OF MACHINISTS AND
                                   AEROSPACE WORKERS



                                   /s/ Kenneth W. Thiede
                                   ---------------------




                                                     Exhibit 10.3
                                                                 
                                                                 
                                                                 
                      AGREEMENT PURSUANT TO
          SECTION 1.6(q) OF RECAPITALIZATION AGREEMENT


         WHEREAS, UAL Corporation, a Delaware Corporation (the
"Company"), Air Line Pilots Association International ("ALPA")
and International Association of Machinists and Aerospace Workers
(the "IAM") are parties to an Amended and Restated Agreement and
Plan of Recapitalization dated March 25, 1994 ("Recapitalization
Agreement");
         
         WHEREAS, the parties to the Recapitalization Agreement
have recognized that due to increases in the price of the common
stock of the Company, it is expected that the Class 1 ESOP
Preferred Stock to be purchased by the Trustee in 1996 and
subsequent years may, unless the number of such shares to be
purchased are adjusted, cause allocations under the ESOP to be in
an amount which would exceed the limitations of Internal Revenue
Code ("Code") Section 415(c); and
         
         WHEREAS, Section 1.6(q) of the Recapitalization
Agreement provides that the parties agree to cooperate to modify
the number of Class 1 ESOP Preferred Shares to be sold and to
make appropriate conforming modifications to the related
documents to avoid allocations in excess of the limitations of
Code Section 415; and

         WHEREAS, this agreement ("Agreement") is entered
 into
pursuant to Section 1.6(q) of the Recapitalization Agreement.

         NOW, THEREFORE, the Company, ALPA, and the IAM hereby
agree as follows:
          
         1.  Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement shall have the meaning
set forth in the Recapitalization Agreement.
          
         2.  The parties hereto recognize that in order to
satisfy the limitations of Code Section 415, it will likely be
necessary to reduce the number of shares of ESOP Preferred
purchased by the Trustee in 1996 and subsequent years.  It is the
intent of the parties to set forth in this Agreement a revised
method of determining the number of shares of ESOP Preferred to
be offered to the Trustee for purchase pursuant to Section 1.6(e)
of the Recapitalization Agreement.  It is the intent of the
parties hereto that to the extent the number of shares of ESOP
Preferred are reduced under this Agreement, there shall be a
corresponding increase in the number of shares of Supplemental
ESOP Preferred, with the result being that the sum of the ESOP
Preferred and Supplemental ESOP Preferred, on both an annual and
cumulative basis, will be unchanged by this Agreement.
          
         3.  The purchases of ESOP Preferred expected to be
made by the ESOP Trustee in 1996, 1997, 1998, and 1999, shall be
determined as if Section 1.6(e) of the Recapitalization Agreement
provided as follows:

         "(e) At or about July 12, 1996, and at or about the
     next three following anniversaries of July 12, 1996 (each of
     the four July 12 dates a "Measuring Date Anniversary"), the
     Company shall negotiate in good faith with the ESOP Trustee
     to reach an agreement under which the Company shall issue to
     the ESOP Trustee shares of ESOP Preferred at an agreed-upon
     price per share (for each applicable plan year, the
     "Purchase Price").  If such agreement is reached within 30
     days of any Measuring Date Anniversary, then, within five
     days thereafter, the Company shall sell to the ESOP Trustee,
     and the ESOP Trustee shall purchase from the Company,
     pursuant to an agreement substantially in the form of
     Exhibit A to this Agreement, a number of shares of ESOP
     Preferred (with respect to each such year, the "Subsequent
     Shares"), which number of shares shall equal, for each such
     plan year, the Subsequent Year Release Shares (as defined)
     divided by the Subsequent Year Decimal (as defined).
           
         (i)    The term "Subsequent Year Release Shares" shall
                mean, for each such plan year, the excess of

                (xx)  the product of

                      (A) 12/69ths of the Final Number and

                      (B)  the Revised Class 1 Decimal (as
                           defined below) over
                    
                (yy)  the number of Year 1 Remaining Shares and
                      Subsequent Year Remaining Shares (as
                      defined below) (collectively, "Tail
                      Shares") scheduled to be released in such
                      plan year.
                    
         (ii)   The term "Subsequent Year Decimal" shall be
                calculated separately for each such plan year and
                shall mean one minus the product of
                    
                (yy)  a fraction (expressed as a decimal) having
                      a numerator equal to the Dollar Amount and
                      a denominator equal to the Purchase Price
                      for the plan year in question, and
                    
                (zz)  the number of years and fractional years
                      from the end of the plan year for which
                      such shares are being issued to March 31,
                      2000.
                    
         (iii)  The term "Revised Class 1 Decimal" shall mean
                the factor (not to exceed .7815) which is
                determined by the Company no later than each
                Measuring Date Anniversary.  The amount of the
                Revised Class 1 Decimal shall be the amount
                which is reasonably estimated to result in the
                number of Subsequent Year Release Shares which,
                when added to the Tail Shares scheduled to be
                released in such plan year, will maximize the
                Revised Class 1 Decimal consistent with (ww)
                satisfaction of the principles set forth in
                Section 1.6(l), (xx) achieving a high degree of
                certainty that the limits of Internal Revenue
                Code Section 415(c)(6) shall not be exceeded,
                (yy) avoiding an allocation of contributions
                which would cause all members of an Employee
                Group (as defined in the ESOP) to exceed the
                limits of Internal Revenue Code Section 415(c),
                and (zz) limiting the purchase of ESOP Preferred
                so that there can be allocated sufficient shares
                of Supplemental ESOP Preferred for each Employee
                Group to permit appropriate allocations in the
                Supplemental ESOP to individuals whose
                allocations in the ESOP reached the limit of
                Code Section 415(c).  The Company and its
                advisors shall, prior to each Measuring Date
                Anniversary, present to the Committee (as
                defined in the ESOP) the calculation of the
                Revised Class 1 Decimal, and the Committee shall
                review such calculation to verify that the
                Revised Class 1 Decimal was calculated according
                to the methodology described above.  It is the
                understanding of the parties hereto that in
                making the verification referred to in the
                preceding sentence, the members of the Committee
                are acting on behalf of the ALPA (in the case of
                the Committee members appointed by ALPA), the
                IAM (in the case of the Committee members
                appointed by the IAM) and the Company (in the
                case of the Committee member appointed by the
                Company), and are not acting as fiduciaries.  In
                making such verification, the members of the
                Committee appointed by ALPA shall, acting as a
                group, cast a single vote, the members of the
                Committee appointed by the IAM shall, acting as
                a group, cast a single vote, and the member
                appointed by the Company shall cast a single
                vote.  The calculation of the Revised Class 1
                Decimal shall only be considered verified if all
                three of such votes are cast in favor of
                verification.  If the Committee has not verified
                the calculation of the Revised Class 1 Decimal
                determined by the Company by a Measuring Date
                Anniversary, then the Revised Class 1 Decimal
                shall be determined pursuant to the provisions
                of this Agreement other than Section 1.6(e)
                (including Section 1.6(q), which generally
                contemplates that the Company, the IAM and ALPA
                will cooperate to modify the Class 1 Decimal).
                The parties agree that the result of the
                calculations described above for each plan year
                may be a range of values for the Revised Class 1
                Decimal, including but not limited to a value to
                be applicable to each possible Purchase Price.

          The Subsequent Year Release Shares for each such plan
     year shall be released from the ESOP suspense account and
     allocated to the accounts of ESOP participants as of the end
     of such plan year; provided, however, that by the due date
     for each contribution by the Company to be used by the ESOP
     Trustee for loan repayment, the Company shall in
     consultation with its advisers, make a reasonable estimate
     of the maximum contribution which can be made to Part A of
     the ESOP (as defined in the ESOP) consistent with (www)
     satisfaction of the principles set forth in Section 1.6(l),
     (xxx) achieving a high degree of certainty that the limits
     of Internal Revenue Code Section 415(c)(6) shall not be
     exceeded, (yyy) avoiding an allocation of contributions
     which would cause all members of an Employee Group to exceed
     the limits of Internal Revenue Code Section 415(c), and
     (zzz) limiting the purchase of ESOP Preferred so that there
     can be allocated sufficient shares of Supplemental ESOP
     Preferred for each Employee Group to permit appropriate
     allocations in the Supplemental ESOP to individuals whose
     allocations in the ESOP reached the limit of Code Section
     415(c).  The estimate of the Company referred to in the
     preceding sentence shall not be made by reconsidering the
     principles set forth in clauses (www) through (zzz), but
     shall instead be made by using the same methodology which
     was used by the Company (and verified by the Committee) for
     the determination of the Revised Class 1 Decimal, and such
     methodology shall be applied by using such updated data as
     may be reasonably available to the Company prior to the
     determination of the contribution.  The balance of the
     Subsequent Shares for such plan year (the "Subsequent Year
     Remaining Shares") shall be released from the ESOP suspense
     account and allocated to the accounts of ESOP participants
     in level installments for each full plan year (and prorated
     for the quarter ending March 31, 2000) remaining in the
     period from the January 1 immediately following such plan
     year through March 31, 2000.  Notwithstanding the foregoing,
     if (aaa) pursuant to this paragraph, the Company's
     contribution was not sufficient to cause all Subsequent Year
     Release Shares to be released from the ESOP suspense
     account, or (bbb) the Company's contribution caused all
     members of an Employee Group to reach the limit under
     Internal Revenue Code Section 415(c), thus causing the
     creation of a suspense account under Treasury Regulation
     Section 1.415-6(b)(6)(iii), then the Subsequent Year Release
     Shares which were not allocated to the accounts of ESOP
     participants in the year such shares were purchased by the
     ESOP Trustee shall be considered Subsequent Year Remaining
     Shares and shall be allocated in the next following year.

          For each of the third through sixth plan years of the
     Supplemental ESOP, there shall be credited to the accounts
     of Supplemental ESOP participants shares of Supplemental
     ESOP Preferred equal to the remainder of (aa) 12/69ths of
     the Final Number and (bb) the number of shares of ESOP
     Preferred allocated to the accounts of ESOP participants
     that year."
    
          4.  The parties agree that the Company shall adopt the
fourth amendment to the ESOP and the fourth amendment to the
Supplemental ESOP in substantially the form attached hereto as
Exhibits B and C, and ALPA and the IAM hereby approve such
amendments.


          IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed by their respective authorized
officers as of this 16th day of July, 1996.


                              UAL CORPORATION



                              By /s/ Douglas A. Hacker
                                 ---------------------
                              Its Senior Vice President and
                                  -------------------------
                                  Chief Financial Officer
                                  -----------------------


                              AIR LINE PILOTS ASSOCIATION,
                              INTERNATIONAL



                              By /s/ J. Randolph Babbitt
                                 -----------------------
                              Its President
                                  ---------

                              By /s/ Michael H. Glawe
                                 --------------------
                                 Michael H. Glawe
                                 MEC Chairman



                              INTERNATIONAL ASSOCIATION OF
                              MACHINISTS AND AEROSPACE WORKERS



                              By /s/ Kenneth W. Thiede
                                 ---------------------
                              Its President and General Chairman
                                  ------------------------------


                                                 
                                                 Exhibit 10.4

                    
                   Supplemental Agreement No. 8 

                               to

                   Purchase Agreement No. 1670

                             between

                       THE BOEING COMPANY

                               and

                     UNITED AIR LINES, INC.

            Relating to Boeing Model 747-422 Aircraft


THIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day of
May 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation (hereinafter called Buyer);


                       W I T N E S S E T H


        WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to
the purchase and sale of Boeing Model 747-422 aircraft
(hereinafter referred to as "The Aircraft", or the "Firm
Aircraft",  [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]  or the "Option Aircraft", as such
capitalized terms, and any other capitalized terms used herein,
unless otherwise specifically defined herein, are defined in the
"Purchase Agreement" (as such term is defined below), which
agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the "Purchase Agreement"
and;

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

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

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

1.  The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto and is
part of this Supplemental Agreement.

         Agreement No.        Subject

         6-1162-DLJ-89lR3     Certain Contractual Matters

2.  Article 2, entitled Delivery of Aircraft; Title and Risk
of Loss, paragraph 2.1 is hereby deleted in its entirety and
replaced with a new paragraph 2.1 which reflects [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]


3.  Article 5, entitled Payment, paragraph 5.1, entitled
Advance Payment Base Price, is hereby deleted and replaced with a
new paragraph 5.1, which includes the Advance Payment Base Prices
for the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


P.A. No. 1670
                             SA 8-2


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


4.  The following "Months to be Utilized in Determining the Value
of H & W" are hereby added to the table on page 3 of Exhibit D,
entitled Price Adjustment due to Economic Fluctuations.

       Month of Scheduled
       Aircraft Delivery as Set      Months to be Utilized
       Forth in Article 2.1 of       Determining the Value
       the Agreement                 of H & W
       -------------                 --------

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


5.  Buyer hereby [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]  of the Aircraft
scheduled for delivery in [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.  Buyer agrees that the [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]  pursuant to paragraph No. 13 of Letter Agreement No.
6-1162-TML-1205.


7.  Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
pursuant to paragraph 7 of Letter Agreement No. 6-1162-TML-1205
in [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


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


P.A. No. 1670
                             SA 8-3


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


10.  This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.


11.  The Purchase Agreement shall be deemed amended to the extent
herein provided and as amended shall continue in full force and
effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                      UNITED AIR LINES, INC.


By:  /s/ M. Monica Fix                  By:  /s/ DOUGLAS A. HACKER
     -----------------                       ---------------------
Its: Attorney-in-Fact                   Its:   Senior Vice President and 
                                               Chief Financial Officer




P.A. No. 1670
                             SA 8-4



Attachment 1 to
Supplemental Agreement No. 8



ARTICLE 2.        Delivery of Aircraft; Title and Risk of Loss.

        2.1       Time of Delivery.  Each Aircraft shall be
delivered to Buyer assembled and ready for flight, and Buyer
shall accept delivery of such Aircraft, during or, if mutually
agreed, before the months set forth in the following schedule:

                                    Quantity
             Month and Year of         of             Status
                 Delivery           Aircraft          (as of S.A. No. 8)

            August 1992            One(1)             Delivered
            October 1992           One(1)             Delivered
            December 1992          One(1)             Delivered

            April 1993             Two(2)             Delivered
            June 1993              One(1)             Delivered
            August 1993            One(1)             Delivered

            June 1994*             One(1)             S.A. #5 Delivered
            July 1994*             One(1)             S.A. #5 Delivered

            May 1996*              One(1)             Firm S.A. #6
            June 1996*             One(1)             Firm S.A. #6
            June 1996              One(1)  [*CONFIDENTIAL MATERIAL OMITTED 
                                           AND FILED SEPARATELY WITH THE 
                                           SECURITIES AND EXCHANGE COMMISSION
                                           PURSUANT TO A REQUEST FOR
                                           CONFIDENTIAL TREATMENT]

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



P.A. No. 1670
                               1-1



Attachment 1 to
Supplemental Agreement No. 8



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

If Boeing gives Buyer at least ten (10) days, advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation or
protection of the Aircraft, and interest on payments due.




P.A. No. 1670
                               1-2




Attachment 2 to
Supplemental Agreement No. 8

ARTICLE 5.        Payment.

        5.1       Advance Payment Base Price.  The advance
payment base price of each Aircraft, depending on the month and
year of scheduled delivery, is indicated below:
       
            Month and Year of        Advance Payment Base
            Scheduled Delivery       Price per Aircraft
            ------------------       ------------------

             August 1992                  [*CONFIDENTIAL
             October 1992                 MATERIAL OMITTED
             December 1992                AND FILED SEPARATELY
                                          WITH THE SECURITIES
             April 1993                   AND EXCHANGE COMMISSION
             August 1993                  PURSUANT TO A REQUEST
             November 1993                FOR CONFIDENTIAL
                                          TREATMENT]

             June 1994 *
             July 1994 *

             May 1996 *
             June 1996 *
             June 1996

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


P.A. No. 1670
                               2-1


Attachment 2 to
Supplemental Agreement No. 8



Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base prices of each Aircraft has been established using
currently available forecasts of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery.  The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."




P.A. No. 1670
                               2-2


Supplemental Agreement No. 8
                                        
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


P.A. No. 1670
                                       2-1


                                             Exhibit 10.5


                  Supplemental Agreement No. 9     

                               to
                                
                   Purchase Agreement No. 1670
                                
                             between
                                
                       THE BOEING COMPANY
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
            Relating to Boeing Model 747-422 Aircraft

     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12 day
of July 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation (hereinafter called Buyer);


                      W I T N E S S E T H:


     WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to
the purchase and sale of Boeing Model 747-422 aircraft
(hereinafter referred to as " The Aircraft", or the "Firm
Aircraft", [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] or the "Option Aircraft", as such
capitalized terms. and any other capitalized terms used herein,
unless otherwise specifically defined herein, are defined in the
"Purchase Agreement" (as such term is defined below)), which
agreement, as amended and supplemented, together with all
exhibits, specifications and letter agreements related or
attached thereto, is hereinafter called the "Purchase Agreement"
and;

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

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
     
     NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:

1.  The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto.

     Agreement No.                 Subject
     -------------                 -------
     6-1162-DLJ-891R4        Certain Contractual Matters
     
2.  Article 2, entitled Delivery of Aircraft; Title and Risk of
Loss, paragraph 2.1 is hereby deleted in its entirety and
replaced with the new paragraph 2.1 contained in Attachment 1
hereto, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

3.  Article 5, entitled Payment, paragraph 5.1, entitled Advance
Payment Base Price, is hereby deleted and replaced with the new
paragraph 5.1 contained in Attachment 2 hereto, which includes
the Advance Payment Base Prices for the [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


P.A. No. 1670             SA 9-2


4.  The following "Months to be Utilized in Determining the
Value of H & W" are hereby added to the table on page 3 of
Exhibit D, entitled Price Adjustment due to Economic
Fluctuations.

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

5.  Buyer agrees that the invoices for the [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] pursuant to paragraph No. 13 of Letter Agreement No. 
6-1162-TML-1205.
             
                          
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

                         
P.A. No. 1670             SA 9-3

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

P.A. No. 1670             SA 9-4


8.  This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.

9.  The Purchase Agreement shall be deemed amended to the extent
herein provided and as amended shall continue in full force and
effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY              UNITED AIR LINES, INC.

By: /s/ M. O. Hunt              By: /s/ Douglas A. Hacker
    --------------                  ---------------------

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

P.A. No. 1670             SA 9-5

Attachment 1 to
Supplemental Agreement No. 9

ARTICLE 2.     Delivery of Aircraft; Title and Risk of Loss.
               ---------------------------------------------

     2.1  Time of Delivery.  Each Aircraft shall be delivered to
Buyer assembled and ready for flight, and Buyer shall accept
delivery of such Aircraft, during or, if mutually agreed, before
the months set forth in the following schedule:

                                Quantity of
Month and Year of Delivery       Aircraft           Status
                                               {as of S.A. No. 9}

August 1992                     One (1)             Delivered
October 1992                    One (1)             Delivered
December 1992                   One (1)             Delivered

April 1993                      Two (2)             Delivered
June 1993                       One (1)             Delivered
August 1993                     One (1)             Delivered

June 1994*                      One (1)             S.A. #5 Delivered
July 1994*                      One (1)             S.A. #5 Delivered

May 1996*                       One (1)             Firm S.A. #6
June 1996*                      One (1)             Firm S.A. #6


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

P.A. No. 1670               1-1

Attachment 1 to
Supplemental Agreement No. 9 

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

If Boeing gives Buyer at least ten (10) days' advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation or
protection of the Aircraft, and interest on payments due.


P.A. No. 1670               1-2

Attachment 2 to
Supplemental Agreement No. 9


ARTICLE 5.     Payment.

     5.1  Advance Payment Base Price.  The advance payment base
price of each Aircraft, depending on the month and year of
scheduled delivery, is indicated below:

Month and Year of       Advance Payment Base
Scheduled Delivery      Price per Aircraft
- ------------------      ------------------

August 1992             [*CONFIDENTIAL MATERIAL OMITTED
October 1992            AND FILED SEPARATELY WITH
December 1992           THE SECURITIES AND EXCHANGE
                        COMMISSION PURSUANT TO A REQUEST
April 1993              FOR CONFIDENTIAL TREATMENT]
August 1993
November 1993

June 1994
July 1994

May 1996
June 1996
June 1996

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

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

P.A. No. 1670               2-1

Attachment 2 to
Supplemental Agreement No. 9


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

Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base prices of each Aircraft has been established using
currently available forecasts of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery.  The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."

P.A. No. 1670               2-2

Supplemental Agreement No. 9


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


P.A. No. 1670               2-1

Supplemental Agreement No. 9


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

P.A. No. 1670               2-2



                                                  Exhibit 10.6


United Air Lines, Inc.
1670-06 Page 1

1670-06                                             
July 12, 1996

United Air Lines Inc.
P.O. Box 66100
Chicago, Illinois 60666


Subject:    Letter Agreement No. 1670-06 to
            Purchase Agreement No. 1670-
            [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
            TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Reference is made to Purchase Agreement No. 1670 dated December
18, 1990 between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) (the Purchase Agreement) relating to the sale
by Boeing and the purchase by Buyer of thirty-nine (39) Model 747-
422 aircraft (the Aircraft).

All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.

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

United Air Lines, Inc. 
1670-06 Page 2

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

United Air Lines, Inc. 
1670-06 Page 3

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

United Air Lines, Inc.
1670-06 Page 4

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

Very truly yours,

THE BOEING COMPANY

By /s/ M. O. Hunt
   --------------
Its Attorney-In-Fact
- --------------------


ACCEPTED AND AGREED TO this

Date: July 12, 1996
      -------

United Air Lines Inc.

By /s/ Douglas A. Hacker
   ---------------------
Its Senior Vice President and
    -------------------------
    Chief Financial Officer
    -----------------------





                                                 Exhibit 10.7

6-1162-DLJ-89IR3                                    

United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666

Subject:           Letter Agreement No. 6-1162-DLJ-891R3
                   to Purchase Agreement No. 1670 -
                   [*CONFIDENTIAL MATERIAL OMITTED AND FILED
                   SEPARATELY WITH THE SECURITIES AND EXCHANGE
                   COMMISSION PURSUANT TO A REQUEST FOR
                   CONFIDENTIAL TREATMENT]


Gentlemen:

Reference is made to Purchase Agreement No. 1670 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing), United Air Lines, Inc. (United) and United Worldwide
Corporation (Worldwide), relating to the sale by Boeing and the
purchase by United and Worldwide (collectively the Buyer) of
thirty-three (33) Model 747-422 aircraft (hereinafter referred to
as the Aircraft).

Further reference is made to Letter Agreement 1670-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase thirty (30) Model 747-422 option
aircraft (the Option Aircraft).

This letter, when accepted by Buyer contemporaneously with the
execution of the Purchase Agreement, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.

All terms used herein and in the Purchase Agreement,
 and not
defined herein, shall have the same meaning as in the Purchase
Agreement.

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


P.A. No. 1670             S/A 8


United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 2


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



P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 3



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




P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 4


                          

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


                          

P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 5

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



                          
P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 6


                          

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

                          


P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 7

12.  Non-Disclosure.

     The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential.  The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, disclose
such information to any other person except as may be required by
(i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of
Article 11.2 of the Purchase Agreement.  In connection with any
such disclosure or filing of such information pursuant to any
applicable law or governmental regulations; Buyer shall request
and use its best reasonable efforts to obtain confidential
treatment of such information.  Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment.  In fulfilling its obligations under this paragraph
11, the parties shall only be required to use the same degree of
care to prevent unauthorized disclosure and use of the
information contained in this Letter Agreement as they would use
to prevent the disclosure and use of its own commercial and
financial information of the same or similar nature and which it
considers proprietary or confidential.

If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY

By /s/ M. Monica Fix
   -----------------
Its Attorney in Fact
    ----------------

ACCEPTED AND AGREED TO this
Date: May 30, 1996
      ------
UNITED AIR LINES, INC.

By /s/ Douglas A. Hacker
   ---------------------
Its Senior Vice President and
    -------------------------
    Chief Financial Offier
    ----------------------

P.A. No. 1670             S/A 8




                                                Exhibit 10.8

6-1162-DLJ-891R4                           
July 12, 1996

United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666

Subject:       Letter Agreement No. 6-1162-DLJ-891R4
               to Purchase Agreement No. 1670 -
               [*CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT]


Gentlemen:

Reference is made to Purchase Agreement No. 1670 dated as of
December 18, 1990 (the Purchase Agreement) between The Boeing
Company (Boeing), and United Air Lines, Inc. (Buyer), relating to
the sale by Boeing and the purchase by Buyer of thirty-nine (39)
Model 747-422 aircraft (hereinafter referred to as the Aircraft).

Further reference is made to Letter Agreement 1670-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase eleven (11) Model 747-422 option
aircraft (the Option Aircraft).

This letter, when accepted by Buyer contemporaneously with the
execution of the Purchase Agreement, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.

All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.


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

P.A. No. 1670             SA-9

United Air Lines, Inc.
6-1162-DLJ-891R4 Page 2


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

P.A. No. 1670             SA-9

United Air Lines, Inc.
6-1162-DLJ-891R4 Page 3

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


P.A. No. 1670             SA-9

United Air Lines, Inc.
6-1162-DLJ-891R4 Page 4

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

P.A. No. 1670             SA-9

United Air Lines, Inc.
6-1162-DLJ-891R4 Page 5

11.  Non-Disclosure.

     The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential.  The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, disclose
such information to any other person except as may be required by
(i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of
Article 11.2 of the Purchase Agreement.  In connection with any
such disclosure or filing of such information pursuant to any
applicable law or governmental regulations; Buyer shall request
and use its best reasonable efforts to obtain confidential
treatment of such information.  Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment.  In fulfilling its obligations under this paragraph
11, the parties shall only be required to use the same degree of
care to prevent unauthorized disclosure and use of the
information contained in this Letter Agreement as they would use
to prevent the disclosure and use of its own commercial and
financial information of the same or similar nature and which it
considers proprietary or confidential.

If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY

By /s/ M. O. Hunt
   --------------
Its Attorney In Fact
    ----------------

ACCEPTED AND AGREED TO this
Date: July 12, 1996
      -------

UNITED AIR LINES, INC.

By /s/ Douglas A. Hacker
   ---------------------
Its Senior Vice President and
    -------------------------
    Chief Financial Officer
    -----------------------


P.A. No. 1670             SA-9




                                                   Exhibit 10.9
                     
                     Supplemental Agreement No. 4  

                               to
                                
                   Purchase Agreement No. 1663

                             between

                       The Boeing Company

                               and

                     UNITED AIR LINES, INC.

            Relating to Boeing Model 777-222 Aircraft


   THIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day
of May, 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);


                      W I T N E S S E T H:


       WHEREAS, the parties hereto entered into an agreement
dated as of December 18, 1990, relating to Boeing Model 777-222
aircraft (hereinafter referred to as the "Aircraft"), which
agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof which is
hereinafter called the "Purchase Agreement" and;

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

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

1.   Article 1, "Subject Matter of Sale", is hereby deleted in
its entirety and replaced with a new Article 1, which is
Attachment No. 1 hereto.

2.   Article 2, "Delivery of Aircraft;
 Title and Risk of Loss",
is hereby deleted in its entirety and replaced with a new Article
2 which is Attachment No. 2 hereto.

3.   Article 5, "Payment", is hereby deleted in its entirety and
replaced with a new Article 5 which is Attachment No. 4 hereto.

4.     The two "B" Market Aircraft, which are the subject of this
Supplemental Agreement, are [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as such term is
defined in Letter Agreement No. 6-1162-TML-1205 to nine (9) 737
Aircraft in Purchase Agreement No. 1595, [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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



P.A. No. 1663                  S4-2


7.     In consideration of Buyer's purchase of the 777 Aircraft,
which are the subject of this Supplemental Agreement, Boeing
agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]  pursuant to paragraph 7 of Letter
Agreement No. 6-1162-TML-1205  [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


8.   Buyer agrees that the invoice for each of the two (2) "B"
Market Aircraft, which are the subject of this Supplemental
Agreement, will contain a [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  pursuant to
paragraph 13 of Letter Agreement No. 6-1162-TML-1205.

9.   Buyer agrees that the credit memorandum applicable to the
two (2) "B" Market Aircraft, which are the subject of this
Supplemental Agreement, and discussed in Letter Agreement 6-1162-
RCN-859 will include:

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

10.  This Supplemental Agreement, including all of the
Attachments, will be treated as privileged and confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.

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

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY            UNITED AIR LINES, INC.



By: /s/ M.O. Hurt             By: /s/ Douglas A. Hacker
    -------------                 ---------------------             
                                  Douglas A. Hacker
Its:  Attorney-In-Fact            Its: Senior Vice President and
      ----------------                 -------------------------
                                       Chief Financial Officer




P.A. No. 1663                  S4-3

Attachment No. 1
Supplemental Agreement No. 4
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 1

ARTICLE 1.    Subject Matter of Sale.
              -----------------------

              1.1.1 "A" Market Aircraft Description".
Boeing shall sell and deliver to Buyer, and Buyer shall purchase
from Boeing, sixteen (16) Boeing Model 777-222 "A" Market
Aircraft.  Such aircraft are referred to individually and
collectively as the "Aircraft" or "AIRCRAFT" or "the "A" Market
Aircraft".  The Aircraft will be manufactured by Boeing in
accordance with Boeing Detail Specification [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]  (as modified and described in Exhibit A-1 attached
hereto) as it may be modified from time to time in accordance
with the terms and conditions of Article 7 herein.  Such Detail
Specification as so modified is by this reference incorporated in
this Agreement and is hereinafter referred to as the "Detail
Specification" or "the "A" Market Detail Specification." In
connection with the sale and purchase of the Aircraft, Boeing
shall also deliver to Buyer other things under this Agreement
including data, documents, training and services.

              1.1.2 "B" Market Aircraft Description".  Boeing
shall sell and deliver to Buyer, and Buyer shall purchase from
Boeing, twenty (20) Boeing Model 777-222 "B" Market Aircraft.
Such aircraft are referred to individually and collectively as
the "Block A "B" Market Aircraft", "Block B "B" Market Aircraft",
"Aircraft" or "AIRCRAFT" or "the "B" Market Aircraft".  The
Aircraft will be manufactured by Boeing in accordance with Boeing
Detail Specification [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (as modified and
described in Exhibit A-2 attached hereto) as it may be modified
from time to time in accordance with the terms and conditions of
Article 7 herein.  Such Detail Specification as so modified is by
this reference incorporated in this Agreement and is hereinafter
referred to as the "Detail Specification" or "the "B" Market
Detail Specification." In connection with the sale and purchase
of the Aircraft, Boeing shall also deliver to Buyer other things
under this Agreement including data, documents, training and
services.

              1.2   Performance Guarantees.  Any performance
guarantees applicable to the Aircraft shall be expressly included
in this Agreement.



                               

P.A. No. 1663                  S4-1

Attachment No. 2
Supplemental Agreement No. 4
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2

ARTICLE 2.    Delivery of Aircraft: Title and Risk of Loss.
              ---------------------------------------------

2.1 Time of Delivery.  Each Aircraft shall be delivered to Buyer
assembled and ready for flight, and Buyer shall accept delivery
of such Aircraft during or, if mutually agreed, before the months
set forth in the following schedule:

              "Month and Year
                of Delivery          Quantity of Aircraft
                -----------          --------------------

                         "A" Market Aircraft
                         -------------------

                 May 1995          Three (3)
                 June 1995         Two   (2)
                 July 1995         One   (1)
                 September 199S    One   (1)
                 October 1995      One   (1)
                 November 1995     One   (1)
                 December 1995     Two   (2)
                 February  1996    One   (1)
                 April 1996        One   (1)
                 May 1996          One   (1)
                 June 1996         One   (1)
                 July 1996         One   (1)

                         "B" Market Aircraft
                         -------------------

                     Block A "B" Market Aircraft
                     ---------------------------

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



P.A. No. 1663                  S4-1

Attachment No. 2
Supplemental Agreement No. 4
Purchase Agreement No. 1663
United Air Lines, Inc.
Page 2

                   Block B "B" Market Aircraft
                   ---------------------------

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

If Boeing gives Buyer at least ten (10) days' advance notice of
the delivery date for an Aircraft, and delivery is delayed beyond
such date due to Buyer's fault or responsibility, Buyer shall
promptly reimburse Boeing for all costs and expenses incurred by
Boeing as a result of such delay, including but not limited to
reasonable amounts for storage, insurance, taxes, preservation or
protection of the Aircraft, and interest on payments due.

              2.2   Place of Delivery.  Each Aircraft shall be
delivered at an airport in the State of Washington selected by
Boeing or at such alternate site as may be mutually agreed upon
in writing.  If delivery is made at an alternate site at Buyer's
request, Buyer shall promptly reimburse Boeing for any increased
costs incurred by Boeing as a result thereof.

              2.3   Title and Risk of Loss.  Title to and risk of
loss of each Aircraft shall pass from Boeing to Buyer upon
delivery of such Aircraft but not prior to thereto.

              2.4   Documents of Title.  Upon delivery of and
payment for each Aircraft, Boeing shall deliver to Buyer a bill
of sale duly conveying to Buyer good title to such Aircraft free
and clear of all liens, claims, charges and encumbrances of every
kind whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.



P.A. No. 1663                  S4-2

Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4

ARTICLE 5.    Payment.
              -------
5.1  Advance Payment Base Price.  The advance payment base price
of each Aircraft, depending on the month and year of scheduled
delivery, is indicated below:

     Month and Year of                        Advance Payment Base
     Scheduled Delivery                       Price per Aircraft 
     ------------------                       ------------------

     "A" Market Aircraft
     -------------------

     May 1995
     June 1995
     July 1995
     September  1995
     October 1995                            [*CONFIDENTIAL MATERIAL
     November 1995                           OMITTED AND FILED
     December 1995                           SEPARATELY WITH THE
     February  1996                          SECURITIES AND EXCHANGE
     April 1996                              COMMISSION PURSUANT
     May 1996                                TO A REQUEST FOR
     June 1996                               CONFIDENTIAL TREATMENT]
     July 1996

     "B" Market Aircraft
     -------------------

     Block A "B" Market Aircraft
     ---------------------------

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

     Block B "B" Market Aircraft
     ---------------------------

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

Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4

Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2. The advance
payment base price of each Aircraft has been established using
currently available forecast of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery.  The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."

       5.2          Advance Payments.  Buyer shall pay to Boeing
advance payments for each Aircraft on the dates indicated in the
schedule below.  The advance payment amount for an Aircraft due
on a payment date shall be equal to (i) the sum of the advance
payment percentages given in such schedule through the payment
date multiplied by the Advance Payment Base Price for the
Aircraft provided to Buyer pursuant to Article 5.1 for such
payment date, less (ii) the sum of the advance payment amounts
paid by Buyer to Boeing on such Aircraft up to such payment date.

Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4

   Due Date of Payment                   Amount Due per Aircraft
   -------------------                   -----------------------

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

       5.3     Payment for Aircraft.  Concurrently with delivery
of each Aircraft, Buyer shall pay to Boeing the Purchase Price
thereof, less the total amount of advance payments theretofore
received by Boeing for such Aircraft under Article 5.2.

       5.4     Repayment of Advance Payments.  If this Agreement
is terminated with respect to any Aircraft (i) by Buyer under
Article 6.2, (ii) by Buyer under Article 11, or (iii) by failure
of Buyer to provide Boeing with written notice pursuant to
Article 6.4, then Boeing shall promptly repay to Buyer, without
interest, any advance payments received by Boeing from Buyer here
under with respect to any Aircraft so terminated.  If this
Agreement is terminated by Boeing under Article 6.2, then Boeing
shall promptly repay

Attachment No. 3 to
Supplemental Agreement No. 4
Purchase Agreement No. 1663
1663-5 Page 4

to Buyer with interest any advance payments received by Boeing
from Buyer hereunder with respect to any Aircraft so terminated.

       5.5          Payment in United States Funds.  All prices
and payments set forth in this Agreement are in United States
Dollars.  All payments required under this Agreement shall be
made in United States Dollars and in immediately available funds
by (i) transfer to the party to receive payment of a cashier's
check drawn on a member bank, located at Seattle, Washington, of
the United States Federal Reserve System mutually acceptable to
the parties, or (ii) unconditional deposit to the account of the
party to receive payment in a bank in the United States mutually
acceptable to the parties.  Buyer shall comply with all
applicable monetary and exchange control regulations, and shall
obtain any necessary authority from the governmental agency
administering such regulations in order to enable Buyer to make
payments at the time and place and in the manner and medium
specified herein.

Supplemental Agreement No. 4
Purchase Agreement No. 1663





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




      
                                                  Exhibit 10.10

                  Supplemental Agreement No. 5    

                               to

                   Purchase Agreement No. 1663

                             between

                       The Boeing Company

                               and
                                
                     UNITED AIR LINES, INC.
                                
            Relating to Boeing Model 777-222 Aircraft
                                
      THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12 day
of July, 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);


                      W I T N E S S E T H:

     WHEREAS, the parties hereto entered into an agreement dated
as of December 18, 1990, relating to Boeing Model 777-222
aircraft (hereinafter referred to as the "Aircraft"), which
agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof which is
hereinafter called the "Purchase Agreement" and;

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

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

1.   Article 3, "Basic Price", is hereby deleted in its entirety
and replaced with a new Article 3 which is Attachment No. 1
hereto.

P.A. No. 1663                  S5-1


2.   Article 5, "Payment", is hereby
 deleted in its entirety and
replaced with a new Article 5 which is Attachment No. 2 hereto.

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

4.   Model 777 Aircraft - Certain Contractual Matters.
     ------------------------------------------------

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

5.     This   Supplemental  Agreement,  including  all   of   the
Attachments,  will  be  treated as  privileged  and  confidential
information pursuant to the terms of Letter Agreement No. 6-1162-
DLJ-832.

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

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                      UNITED AIR LINES, INC.

By: /s/ M. O. Hunt                 By: /s/ Douglas A. Hacker
    --------------                     ---------------------
Its: Attorney-In-Fact              Its: Senior Vice President and
     ----------------                   -------------------------
                                        Chief Financial Officer
                                        -----------------------


P.A. No. 1663               S5-2

Attachment No. 1 to
Supplemental Agreement No. 5
Purchase Agreement No. 1663


Article 3. Price of Aircraft.
           -----------------

     3.1  Basic Price.
     
          3.1.1     Basic Price for the "A" Market Aircraft.  The
basic price of each of the "A" Market Aircraft shall be equal to
the sum of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] and (ii) such price adjustments
applicable to such "A" Market Aircraft as may be made pursuant to
the provisions of this Agreement, including Article 7 (Changes to
Detail Specification) and Article 8 (FAA Requirements') or other
written agreements executed buy Buyer and Boeing.
     
          3.1.2     Basic Price for the Block A "B" Market
Aircraft.  The basic price of each of the Block A "B" Market
Aircraft shall be equal to the sum of (i) the price of the
airframe and special features, [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) such
price adjustments applicable to such Block A "B" Market Aircraft
as may be made pursuant to the provisions of this Agreement,
including Article 7 (Changes to Detail Specification) and Article
8 (FAA Requirements) or other written agreements executed by
Buyer and Boeing.

          3.1.3     Basic Price for the Block B "B" Market
Aircraft.  The basic price of each of the Block B "B" Market
Aircraft shall be equal to the sum of (i) the price of the
airframe and special features, [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) such
price adjustments applicable to such Block B "B" Market Aircraft
as may be made pursuant to the provisions of this Agreement,
including Article 7 (Changes to Detail Specification) and Article
8 (FAA Requirements) or other written agreements executed by
Buyer and Boeing.

     3.2  Purchase Price.
          --------------

          The purchase price of each Aircraft shall be equal to
the sum of the following items as determined at the time of such
Aircraft delivery; (i) the Basic Price of the "A" Market
Aircraft, Block A "B" Market Aircraft, or Block B "B" Market
Aircraft as applicable, (ii) the Airframe and Engine Price
Adjustments to be determined pursuant to Exhibit D (Price
Adjustment Due to Economic Fluctuations - Airframe and Engine)
attached hereto or the applicable provisions determined in
Article 3.1 above, and (iii) such price adjustments applicable to
such Aircraft as may be made pursuant to the provisions of this
Agreement, including Exhibit E (Buyer Furnished Equipment
Document) or other written agreements executed by Boeing and
Buyer (the "Purchase Price").

Attachment No. 2 to
Supplemental Agreement No. 5
Purchase Agreement No. 1663

ARTICLE 5.     Payment.
               -------

     5.1  Advance Payment Base Price.  The advance payment base
price of each Aircraft, depending on the month and year of
scheduled delivery, is indicated below:

Month and Year of          Advance Payment Base
Scheduled Delivery         Price per Aircraft
- ------------------         ------------------

"A" Market Aircraft
- -------------------

May 1995                   [*CONFIDENTIAL MATERIAL OMITTED
June 1995                  AND FILED SEPARATELY WITH
July 1995                  THE SECURITIES AND EXCHANGE
September 1995             COMMISSION PURSUANT TO A
October 1995               REQUEST FOR CONFIDENTIAL
November 1995              TREATMENT]
December 1995
February 1996
April 1996
May 1996
June 1996
July 1996

                    "B" Market Aircraft
                    -------------------

Block A "B" Market Aircraft
- ---------------------------

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

Such advance payment base prices will be used to determine the
amount of the first advance payment to be made by Buyer on each
Aircraft pursuant to the provisions of Article 5.2.  The advance
payment base price of each Aircraft has been established using
currently available forecast of the escalation factors used by
Boeing and applicable to the scheduled month and year of Aircraft
delivery.  The advance payment base prices will be further
increased or decreased by Boeing not later than twenty-five (25)
months prior to the scheduled month of delivery, as required to
reflect the effects of the then-current forecasted escalation
factors used by Boeing in accordance with Exhibit D. The advance
payment base price of each Aircraft, including any adjustments
made thereto, as contemplated herein, is referred to as the
"Advance Payment Base Price."

     5.2  Advance Payments.  Buyer shall pay to Boeing advance
payments for each Aircraft on the dates indicated in the schedule
below.  The advance payment amount for an Aircraft due on a
payment date shall be equal to (i) the sum of the advance payment
percentages given in such schedule through the payment date
multiplied by the Advance Payment Base Price for the Aircraft
provided to Buyer pursuant to Article 5.1 for such payment date,
less (ii) the sum of the advance payment amounts paid by Buyer to
Boeing on such Aircraft up to such payment date.

Attachment No. 2 to
Supplemental Agreement No. 5
Purchase Agreement No. 1663

     Due Date of Payment                 Amount Due per Aircraft
     -------------------                 -----------------------

     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT]
     
     
     
     5.3  Payment for Aircraft.  Concurrently with delivery of
each Aircraft, Buyer shall pay to Boeing the Purchase Price
thereof, less the total amount of advance payments theretofore
received by Boeing for such Aircraft under Article 5.2.

     5.4  Repayment of Advance Payments.  If this Agreement is
terminated with respect to any Aircraft (i) by Buyer under
Article 6.2, (ii) by Buyer under Article 11, or (iii) by failure
of Buyer to provide Boeing with written notice pursuant to
Article 6.4, then Boeing shall promptly repay to Buyer, without
interest, any advance payments received by Boeing from Buyer here
under with respect to any Aircraft so terminated.  If this
Agreement is terminated by Boeing under Article 6.2, then Boeing
shall promptly repay to Buyer with interest any advance payments
received by Boeing from Buyer hereunder with respect to any
Aircraft so terminated.

     5.5  Payment in United States Funds.  All prices and
payments set forth in this Agreement are in United States
Dollars.  All payments required under this Agreement shall be
made in United States Dollars and in immediately available funds
by (i) transfer to the party to receive payment of a cashier's
check drawn on a member bank, located at Seattle, Washington, of
the United States Federal Reserve System mutually acceptable to
the parties, or (ii) unconditional deposit to the account of the
party to receive payment in a bank in the United States mutually
acceptable to the parties.  Buyer shall comply with all
applicable monetary and exchange control regulations, and shall
obtain any necessary authority from the governmental agency
administering such regulations in order to enable Buyer to make
payments at the time and place and in the manner and medium
specified herein.


Supplemental Agreement No. 5
Purchase Agreement No. 1663


     

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



                                     
                                             Exhibit 10.11




United Air Lines, Inc.
P.0. Box 66100
Chicago, Illinois 60666

Subject:  Letter Agreement No. 6-1162-MDH-077
          Purchase Agreement No. 1663
          [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT]

Reference is made to Purchase Agreement No. 1663 dated December
18, 1990 (the Purchase Agreement) between The Boeing Company
(Boeing), and United Air Lines, Inc. (Buyer), relating to the
sale by Boeing and the Purchase by Buyer of thirty-four (34)
Model 777-222 aircraft (hereinafter referred to as the Aircraft).

This Letter Agreement will become part of the Purchase Agreement
and will evidence our further agreement with respect to the
matters set forth below.

All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.

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

United Air Lines Inc.
6-1162-MDH-077
Page 2




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


United Air Lines Inc.
6-1162-MDH-077
Page 3



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



If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY



By /s/ M. O. Hunt
   --------------

Its Attorney in Fact
    ----------------

ACCEPTED AND AGREED TO this

Date: April 6, 1996

UNITED AIR LINES, INC.



By  /s/ Frederic Brace
    ------------------

Its Vice President and Controller
    -----------------------------


                                                  Exhibit 10.12


6-1162-MDH-131                                     
July 12, 1996


United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666

Subject:  Letter Agreement No. 6-1162-MDH-131 to
          Purchase Agreement No. 1663
          [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT]

Gentlemen:

Reference is made to Purchase Agreement No. 1663 dated December
18, 1990 (the Purchase Aigreement) between The Boeing Company
(Boeing), and United Air Lines, Inc. (Buyer), relating to the
sale by Boeing and the purchase by United (Buyer) of thirty-four
(34) Model 777-222 aircraft (hereinafter referred to as the
Aircraft).

This letter when accepted by Buyer, will become part of the
Purchase Agreement and will evidence our further agreement with
respect to the matters set forth below.

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

United Air Lines, Inc.
6-1162-MDH-131 Page 2

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

If the foregoing correctly sets forth your understanding of our
agreement
 with respect to the matters treated above. please
indicate vour acceptance and approval below.

Very truly yours.

THE BOEING COMPANY


By /s/ M. O. Hunt
   --------------

Its Attorney in Fact
    ----------------

ACCEPTED AND AGREED TO this

Date: July 12, 1996

UNITED AIR LINES, INC

By /s/ Douglas A. Hacker
   ---------------------

Its Senior Vice President and
    -------------------------
    Chief Financial Officer
    -----------------------

P.A. No. 1663




                                             Exhibit 10.13

               
                  Supplemental Agreement No. 6 
         
                                to

                   Purchase Agreement No. 1485

                             between

                       The Boeing Company

                               and

                     UNITED AIR LINES, INC.

            Relating to Boeing Model 757-222 Aircraft


              THIS SUPPLEMENTAL AGREEMENT, entered into as of the
30th day of May, 1996, by and between THE BOEING COMPANY, a
Delaware corporation (hereinafter called Boeing), and UNITED AIR
LINES, INC., a Delaware corporation with its principal office in
Elk Grove Township, Illinois (hereinafter called Buyer);


                      W I T N E S S E T H:


       WHEREAS, the parties hereto entered into Purchase
Agreement 1485 dated as of October 25, 1988, relating to Boeing
Model 757-222 aircraft, which agreement, as amended, together
with all exhibits and specifications attached thereto and made a
part thereof, is hereinafter called the "Purchase Agreement,"
(all capitalized terms used herein, unless otherwise specifically
defined herein, shall have the meaning given to them in the
Purchase Agreement) and

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
       
       NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

P.A. No. 1485               S6-1

1.   ARTICLE 1, Subject
 Matter of Sale, is hereby deleted in its
entirety and replaced with a new Article 1 as follows:

       "ARTICLE 1. Subject Matter of Sale, Boeing shall sell and
deliver to Buyer, and Buyer shall purchase from Boeing, Ninety-
Four (94) Boeing Model 757-222 aircraft.  [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
Such Detail Specifications as so modified are by this reference
incorporated in this Agreement and is hereinafter referred to as
the "Detail Specification" or "Detail Specifications" as
applicable.  In connection with the sale and purchase of the
Aircraft, Boeing shall also deliver to Buyer other things under
this Agreement including data, documents, training and services."

2.   ARTICLE 2, Delivery of Aircraft; Title and Risk of Loss, is
hereby modified by revising the Block F Aircraft schedule to
read:

                             Block F
                             -------

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

3.   Article 3.1 Basic Price, is hereby modified by inserting
     after Article 3.1 (i)(d) and immediately before 3.1 (ii) the
     following:

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

P.A. No. 1485               S6-2

4.    Article 3.2 Purchase Price is revised to read:

       "3.2    Purchase Price.  The Purchase Price of each
Aircraft shall be equal to the sum of the following items as
determined at the time of such Aircraft delivery:

     (i)  the basic price of such Aircraft;
                                
     (ii)  the Price Adjustment Due to Economic Fluctuations
     Airframe Price Adjustment as determined pursuant to Exhibit D
     (Price Adjustment Due to Economic Fluctuations - Airframe and
     Engine) attached hereto;
   
     (iii) the Engine Price Adjustment - Pratt & Whitney Blocks
     A. B, C and D Aircraft; Engine Price Adjustment- Pratt &
     Whitney Block E Aircraft; and Engine Price Adjustment -
     Pratt & Whitney (1995 Base Price) Block F Aircraft as
     determined pursuant to such Exhibit D; and

     (iv) such price adjustments applicable to such Aircraft as
     may be made pursuant to the provisions of this Agreement,
     including Exhibit E (Buyer Furnished Equipment Document) or
     other written agreements executed by Boeing and Buyer (the
     "Purchase Price")."

4.   ARTICLE 5, Payment, is hereby modified by revising the
schedule for the Block F Aircraft contained in Article 5.1 to
read:

                        "Block F Aircraft"
                        ------------------

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

5.   The Block F Aircraft Configuration is set forth in Exhibit A-
2, which is Attachment No. 1 hereto, and incorporated herein by
this reference.

6.   On Page D-1 of Exhibit D, the definition of "P" is revised
     to read:

     "P"   = Aircraft basic price (as set forth in Article 3.1 of
             the  Agreement) less the base price of  Engines  (as
             defined in this Exhibit D) in the amount of:

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

P.A. No. 1485               S6-3

7.   On Page D-3 of Exhibit D, entitled Price Adjustment Due to
Economic Fluctuations, the following "Months to be Utilized in
Determining the Value of H & W" are added to the table following
the reference to the February 1991 Month of Scheduled Delivery:

         Months of Scheduled
         Aircraft Delivery as     Quantity      Months to be Utilized
         Set Forth in Article        of          in Determining the
         2.1 of the Agreement     Aircraft         Value of H & W
         --------------------     --------         --------------


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

Reference to the [*CONFIDENTIAL MATERIAL OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] Months of Scheduled
Aircraft Delivery, their corresponding Quantity of Aircraft and
Months to be Utilized in Determining the Value of H & W are
deleted in their entirety.

8.   In order to separate the Blocks A, B, C and D Engine Price
Adjustment Provisions (which are 1987 base year dollars) from the
Block F Engine Price Adjustment Provisions (which are 1995 base
year dollars) page 6 of Exhibit D is hereby deleted in its
entirety and replaced by the new language contained in Attachment
No. 1 hereto, which contains a new page 6. Such new page 6 is the
same as the previous page 6 except that the new page 6 includes
reference only to the Block A, B, C and D Aircraft.  Exhibit D is
also hereby modified by adding to the end of such Exhibit D the
engine Price adjustment provisions for the Block F Aircraft which
are contained in Attachment No. 2 hereto.  Such attachments No. 2
and 3 are incorporated herein by reference.

9.   Buyer agrees that the invoice for each Block F Aircraft will
contain a  [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]  pursuant to paragraph No. 13 of
Letter Agreement No. 6-1162-TML-1205.

10.    Boeing agrees to  [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  for the two
(2) 757 Aircraft pursuant to paragraph 7 of Letter Agreement No.
6-1162-TML-1205 in the aggregate [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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

P.A. No. 1485               S6-4

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


13.   Paragraph 3.3 of Letter Agreement No. 6-1162-TML-388 provides
that the [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

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

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

14.  It is hereby agreed that this Supplemental Agreement shall
be treated as privileged and confidential under the terms of
Letter Agreement 6-1162-GKW-132.

P.A. No. 1485               S6-5

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


EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                 UNITED AIR LINES, INC.



By: /s/ M.O. Hurt                  By: /s/ Douglas Hacker
    -------------                      ------------------                  
                                       Douglas A. Hacker

Its:  Attorney-In-Fact             Its:  Senior Vice President and
      ----------------                   -------------------------
                                         Chief Financial Officer

P.A. No. 1485               S6-6


Attachment No. 1
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 7

                           EXHIBIT A-3

                               to

                   PURCHASE AGREEMENT NO. 1485

                             between

                       THE BOEING COMPANY

                               and

                     UNITED AIR LINES, INC.

                 BLOCK F AIRCRAFT CONFIGURATION
                 ------------------------------
                                

                                
The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the Block F Aircraft, is Boeing
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]  Rev.  J, dated January 29, 1996, and as
revised to include Pratt & Whitney  [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
       
P.A. No. 1485               S6-7

Attachment No. 2
Supplemental Agreement No. 6
Exhibit D to
Purchase Agreement No. 1485
Page 6


            ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
            -----------------------------------------
                 BLOCKS A, B, C, and D AIRCRAFT
                 ------------------------------               
                                
(a)  The basic price of each Block A, B, C, and D Aircraft set
forth in Article 3.1 of the Purchase Agreement includes an
aggregate price for PW2037 engines and all accessories, equipment
and parts therefor provided by the engine manufacturer
(collectively in this Exhibit D called "Engines") of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]  The adjustment in Engine price
applicable to each Block A, B, C, and D Aircraft ("Engine Price
Adjustment" herein) shall be determined at the time of each Block
A, B, C, and D F Aircraft (hereinafter "Aircraft") delivery in
accordance with the following formula:

       Pa   =  (P + F) (AA + BB + CC) - P

(b)    The following definitions shall apply herein:

       Pa   =  Engine Price Adjustment

       P    =  Aggregate Engine Base Price  [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]



     AA   = .60 x  L
                   -------
                    $13.09

     BB   = .30 x  M
                   ------
                    103.9

     CC   = .10 x  E
                   ------
                     92.3

In determining the value of AA, BB and CC, the ratio of L divided
by  $13.09,  M  divided by 103.9 and E divided by 92.3  shall  be
expressed  as a decimal and rounded to the nearest ten-thousandth
but  the decimal value resulting from multiplying such ratios  by
the  respective constants (.60,.30 and .10) shall not be rounded.
The value of the sum of AA + BB + CC shall also be rounded to the
nearest ten-thousandth.

P.A. No. 1485               S6-8

    L   =     Labor  Index,  which  is  the  "Hourly Earnings  of  
              Aircraft  Engines  and  Engine  Parts Production  
              Workers,  SIC  3724  published  by  the Bureau  of  
              Labor  Statistics, U.S.  Department  of Labor, for 
              the seventh month preceding the month of scheduled 
              Aircraft delivery.


P.A. No. 1485               S6-9

Attachment No. 3
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 1

            ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
            -----------------------------------------
               (1995 BASE PRICE) BLOCK F AIRCRAFT
               ----------------------------------

(a)  The basic price of each Block F Aircraft set forth in this
Agreement includes an aggregate price for PW2037 engines and all
accessories, equipment and parts therefor provided by the engine
manufacturer (collectively in this Exhibit D called Engines) of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]  The adjustment in Engine price
applicable to each Block F Aircraft ("Engine Price Adjustment"
herein) shall be determined at the time of each Block F Aircraft
(hereinafter "Aircraft" delivery in accordance with the following
formula:
         Pa = (P + F) (AA + BB + CC) - P

(b)    The following definitions shall apply herein:

      Pa    = Engine Price Adjustment

           
      P     = Aggregate Engine Base Price as set forth in
              paragraph (a) above.
      
      AA    = .60 x L
                  ----
                $17.80
      
      BB    = .30 x M
                  -----
                  130.6
      
      CC    = .10 x E
                  ----
                  76.6

In determining the value of AA, BB and CC, the ratio of L divided
by $17.80, M divided by 130.6 and E divided by 76.6 shall be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) shall not be rounded.
The value of the sum of AA + BB + CC shall also be rounded to the
nearest ten-thousandth.

P.A. No. 1485               S6-10

Attachment No. 3
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 2

     L  = Labor Index, which is the "Hourly Earnings of
          Aircraft Engines and Engine Parts Production Workers,
          SIC 3724" published by the Bureau of Labor Statistics,
          U.S. Department of Labor, for the seventh month
          preceding the month of scheduled Aircraft delivery.

$17.80  =  Published Labor Index (SIC 3724) for December,
           1994.

     M  =  Material Index, which is the "Producer Price Index
           - Code 10, Metals and Metal Products," (Base Year 1982
           = 100) published by the Bureau of Labor Statistics,
           U.S. Department of Labor, for the seventh month
           preceding the month of scheduled Aircraft delivery.

 130.6  =  Published Material Index (Code 10) for December,
           1994.

     E  = Fuel Index, which is the "Producer Price Index
          Code 5, Fuels and Related Products and Power" (Base
          Year 1982 = 100) published by the Bureau of Labor
          Statistics, U.S. Department of Labor, for the seventh
          month preceding the month of scheduled Aircraft
          delivery.

  76.6  = Published Fuel Index (Code 5) for December, 1994.

     F  = 0.005 (N)(P).  Where N = the calendar year of
          scheduled Engine delivery, minus 1995.  For purposes of
          this calculation, Engine delivery is assumed to be
          three (3) months prior to the month of scheduled
          Aircraft delivery.

The Engine Price Adjustment shall not be made if it would result
in a decrease in the aggregate Engine base price.

(c)  The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment shall be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date thirty (30) days prior to the scheduled Aircraft delivery
to Buyer.  Such Index values shall be considered final and no
revision to the Engine Price Adjustment shall be made after
Aircraft delivery for any subsequent changes in published Index
values.

(d)  If the Bureau of Labor Statistics, U. S. Department of
Labor, (i) substantially revises the methodology (in


P.A. No. 1485               S6-11

Attachment No.  3
Supplemental Agreement No. 6
Purchase Agreement No. 1485
Page 3

contrast to benchmark adjustments or other corrections of
previously published data) or (ii) discontinues publication of
any of the data referred to above, Pratt & Whitney Aircraft
(P&WA) agrees to meet with Boeing and jointly select a substitute
for the revised or discontinued data, such substitute data to
lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of
the original data as it may have fluctuated had it not been
revised or discontinued.  Appropriate revision of the Engine
Price Adjustment provisions set forth above shall be made to
accomplish this result for affected Engines.

In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the Purchase Price
of any affected Engine(s) to reflect an allowance for increases
in labor, material and fuel costs that occurred from December,
1994 to the seventh month preceding the month of scheduled
delivery of the applicable Aircraft.

NOTE:  Any rounding of a number, as required under this Exhibit D
       with respect to escalation of the Engine price, shall be
       accomplished as follows: if the first digit of the portion
       to be dropped from the number to be rounded is five or
       greater, the preceding digit shall be raised to the next
       higher number.


P.A. No. 1485               S6-12


Supplemental Agreement No. 6
Purchase Agreement No. 1663


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

P.A. No. 1485               S6-13




                                                  Exhibit 10.14


                  Supplemental Agreement No. 7    

                               to

                   Purchase Agreement No. 1485

                             between

                       The Boeing Company
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
            Relating to Boeing Model 757-222 Aircraft
                                
       THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12 day
of July, 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation with its principal office in Elk
Grove Township, Illinois (hereinafter called Buyer);


                      W I T N E S S E T H:


     WHEREAS, the parties hereto entered into Purchase Agreement
1485 dated as of October 25, 1988, relating to Boeing Model 757-
222 aircraft, which agreement, as amended, together with all
exhibits and specifications attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement," (all
capitalized terms used herein, unless otherwise specifically
defined herein, shall have the meaning given to them in the
Purchase Agreement) and

     [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
     
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

P.A. No. 1485                S7-1

1.   ARTICLE 1, Subject
 Matter of Sale, is hereby deleted in its
entirety and replaced with a new Article 1 as follows:

     "ARTICLE 1. Subject Matter of Sale, Boeing shall sell and
deliver to Buyer, and Buyer shall purchase from Boeing, Ninety-
Eight (98) Boeing Model 757-222 aircraft. [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Such
Detail Specifications as so modified are by this reference
incorporated in this Agreement and is hereinafter referred to as
the "Detail Specification" or "Detail Specifications" as
applicable.  In connection with the sale and purchase of the
Aircraft, Boeing shall also deliver to Buyer other things under
this Agreement including data, documents, training and services.

2.   ARTICLE 2, Delivery of Aircraft; Title and Risk of Loss, is
hereby modified by adding the Block G Aircraft schedule:

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

3.   Article 3.1 Basic Price, is hereby modified by revising
Article 3.1(i)(e) to read:


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

P.A. No. 1485                S7-2

4.   Article 3.2 Purchase Price is modified by revising Article
3.2(iii) to read:

     "the Engine Price Adjustment - Pratt & Whitney Blocks A, B,
     C and D Aircraft; Engine Price Adjustment - Pratt & Whitney
     Block E Aircraft; and Engine Price Adjustment - Pratt &
     Whitney {1995 Base Price} Block F and G Aircraft as
     determined pursuant to such Exhibit D, and"

5.   ARTICLE 5, Payment, is hereby modified by revising the price
for the Block F Aircraft and adding Block G Aircraft contained in
Article 5.1 to read:

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

6.   Exhibit A-3 is revised to read as set forth in Attachment
No. 1 hereto and incorporated herein by this reference.

7.   On Page D-1 of Exhibit D, the definition of "P" is revised
to read:

     "P=  Aircraft basic price (as set forth in Article 3.1 of
          the Agreement) less the base price of Engines (as
          defined in this Exhibit D) in the amount of:

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

8.   On Page D-3 of Exhibit D, entitled Price Adjustment Due to
Economic Fluctuations, the following "Months to be Utilized in
Determining the Value of H & W" are added to the table following
the reference to the December 1997 Month of Scheduled Delivery:

P.A. No. 1485               S7-3

Months of Scheduled
Aircraft Delivery as      Quantity        Months to be Utilized
Set Forth in Article         of            in Determining the
2.1 of the Agreement      Aircraft           Value of H & W
- --------------------      --------           --------------

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

9.   In Exhibit D, the title:

           "ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
           ------------------------------------------
               (1995 BASE PRICE)BLOCK F AIRCRAFT"
               ----------------------------------

is revised to read:

           "ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
           ------------------------------------------
            (1995 BASE PRICE) BLOCK F AND G AIRCRAFT"
            -----------------------------------------

Section (a) thereof is revised to read:

"(a) The basic price of each Block F and G Aircraft set forth in
this Agreement includes an aggregate price for PW2037M engines
and all accessories, equipment and parts therefor provided by the
engine manufacturer (collectively in this Exhibit D called
Engines) of [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]  The adjustment in Engine price
applicable to each Block F and G Aircraft ("Engine Price
Adjustment" herein) shall be determined at the time of each Block
F and G Aircraft {hereinafter "Aircraft"} delivery in accordance
with the following formula:"

10.  Buyer agrees the invoice for each Block G Aircraft will
contain a [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]charge pursuant to paragraph 13 of
Letter Agreement No. 6-1162-TML-1205.

11.  Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]for the two (2) each
October 1999 and November 1999 Model 737 Aircraft pursuant to
paragraph 7 of Letter Agreement No. 6-1162-TML-1205 in the

P.A. No. 1485               S7-4


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


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

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

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

            Alternate
Delivery      APBP        Amount Owed   Credit From*   Difference
- --------      ----        -----------   ------------   ----------


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

P.A. No. 1485               S7-5

17.  It is hereby agreed that this Supplemental Agreement No. 7
shall be treated as privileged and confidential under the terms
of Letter Agreement 6-1162-GKW-132.

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

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                 UNITED AIR LINES, INC.

By: /s/ M. O. Hunt                 By: /s/ Douglas Hacker
    --------------                     ------------------
Its: Attorney in Fact              Its: Senior Vice President
     ----------------                   ---------------------
                                        Chief Financial Officer
                                        -----------------------

P.A. No. 1485               S7-6


Attachment No. 1
Supplemental Agreement No. 7
Purchase Agreement No. 1485
Page 1



                           EXHIBIT A-3

                               to
                                
                    PURCHASE AGREEMENT NO. 1485
                                
                             between
                                
                       THE BOEING COMPANY
                                
                               and
                                
                     UNITED AIR LINES, INC.
                                
              BLOCK F AND G AIRCRAFT CONFIGURATION
              ------------------------------------


       The Detail Specification, referred to in Article 1 of the
Purchase Agreement for the Block F and G Aircraft, is Boeing
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], Rev. J, dated January 29, 1996, and as
revised to include Pratt & Whitney [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

P.A. No. 1485               S7-1

Supplemental Agreement No. 7
Purchase Agreement No. 1485



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


P.A. No. 1485                 1


Supplemental Agreement No. 7
Purchase Agreement No. 1485



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

P.A. No. 1485                 2




                                                   Exhibit 10.15


1485-09                                            
July 12, 1996

United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666



Subject:       Letter Agreement No. 1485-09
               to Purchase Agreement No. 1485
               [*CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT]

Reference is made to Purchase Agreement No. 1485 dated October
25, 1988, between The Boeing Company (Boeing) and United Air
Lines, Inc. (Buyer) relating to the sale by Boeing and the
purchase by Buyer of ninety eight (98) Model 757-222 aircraft
(the Purchase Agreement).

All terms used herein and in the Purchase Agreement, and not
defined herein, shall have the same meaning as in the Purchase
Agreement.

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE 
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR 
CONFIDENTIAL TREATMENT]
          
United Air Lines, Inc.
1485-09 Page 2

[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
     
P.A. No. 1485

United Air Lines, Inc.
1485-09 Page 3
     
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL
 TREATMENT]

P.A. No. 1485

United Air Lines, Inc.
1485-09 Page 4

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

Very truly yours,

THE BOEING COMPANY


By /s/ M. O. Hunt
   --------------
Its Attorney in Fact
    ----------------

ACCEPTED AND AGREED TO this

Date: July 12, 1996

United Air Lines Inc.

By /s/ Douglas A. Hacker
   ---------------------
Its Senior Vice President and
    -------------------------
    Chief Financial Officer
    -----------------------

P.A. No. 1485




                                                  Exhibit 10.16


Change Order No. 10 to
Purchase Agreement no. 1485
Page 1



                       CHANGE ORDER NO. 10        
                                
                     DATED February 1, 1996
                                
                               TO
                                
                   PURCHASE AGREEMENT NO. 1485
                                
                             BETWEEN
                                
                       THE BOEING COMPANY
                                
                               AND
                                
                     UNITED AIR LINES, INC.
                                
Purchase Agreement No. 1485, dated October 25, 1988 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:

I.   Effect of Changes on Exhibit A (Detail Specification).
     -----------------------------------------------------

     The attached Weight and Price Tabulation including the
effects of the changes listed are hereby deemed incorporated into
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

II.  Effect of Changes on the Purchase Agreement (Except Exhibit A).
     --------------------------------------------------------------

     The effects of the foregoing changes, except Rapid
Revisions, are as follows:

     A.   Delivery schedule.
          -----------------

          There is no change to the Aircraft delivery schedule as
set forth in Article 2.1 of the Agreement on account of the
attached changes.

     B.   Aircraft Price.
          --------------

          The Basic Price of each affected Model 757-222
Aircraft, as set forth in Article 3 of the Agreement is adjusted
on account of the foregoing changes as follows:

Change Order No. 10 to
Purchase Agreement no. 1485

Page 2

          Contract                                 1987 $s STE
          Delivery            Contract             Price
          Month               Block No.            Adjustment
          -----               ---------            ----------

          April 1996             E         [*CONFIDENTIAL MATERIAL
          May 1996               E          OMITTED AND FILED SEPARATELY
          June 1996              E          WITH THE SECURITIES AND
                                            EXCHANGE COMMISSION PURSUANT
                                            TO A REQUEST FOR
                                            CONFIDENTIAL TREATMENT]


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

     C.   Advance Payment Base Price.
          --------------------------

          There is no change in the Advance Payment Base Prices
set forth in Article 5.1 of the Agreement for the affected
Aircraft.

SIGNED as of the day and year first above written.

THE BOEING COMPANY

By /s/ M.O. Hurt
   -------------
Title  Attorney-in-Fact
       ----------------

UNITED AIR LINES, INC.

By  /s/ Douglas A. Hacker
    ---------------------
Title  Senior Vice President
       ---------------------
       and Chief Financial Officer
       ---------------------------

Change Order No. 10 to
Purchase Agreement no. 1485
Page 3


                       WEIGHT AND PRICE TABULATION
                       ---------------------------
                               757-222
                               -------

                      Post Contract Change Requests
                      -----------------------------

Change Number    Change Title   Engineering   MEW   OEW     Change
                                 Tab Block                 Price(1987
                                                            $s STE)
- -------------    ------------    ---------    ---   ---     -------



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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 4


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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 5


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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 6


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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 7


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


                                                         Account Manager
                                                  Airplane Configuration
                                                                                
Change Order No. 10 to
Purchase Agreement no. 1485
Page 8


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







                                                   Exhibit 10.17

6-1162-MDH-150                                     
July 12, 1996

United Air Lines, Inc.
P.O. Box 66100
Chicago, Illinois 60666

Subject:  Letter Agreement No. 6-1162-MDH-150 to
          Purchase Agreement No. 1485, 1595, 1602, 1663
          and 1670 - [*CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Gentlemen:

Reference is made to Purchase Agreement Nos. 1485, 1595, 1602,
1663 and 1670 (each individually a "Purchase Agreement", and
collectively the "Purchase Agreements") between The Boeing
Company ("Boeing") and United Air Lines, Inc. ("Buyer") relating
to the sale by Boeing and the purchase by Buyer of 737, 747, 757,
767 and 777 aircraft (hereinafter referred to as the Aircraft).

This letter agreement ("Letter Agreement"), when accepted by
Buyer, will become part of each Purchase Agreement and will
evidence our further agreement with respect to the matters set
forth below.

All terms used herein and in the Purchase Agreements, not defined
herein, shall have the same meaning as in such Purchase
Agreements.  If there is any inconsistency between the terms of
this Letter Agreement and any such Purchase Agreement or any
Purchase Agreement Amendment thereto the terms of this Letter
Agreement
 will govern.

United Air Lines, Inc.
6-1162-MDH-150 Page 2


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

          Supplemental Agreement No. 6 dated May 30, 1996 to
          Purchase Agreement No. 1485

          Supplemental Agreement No. 7 dated July 11, 1996 to
          Purchase Agreement No. 1485

          Supplemental Agreement No. 4 dated May 30, 1996 to
          Purchase Agreement No. 1663

          Supplemental Agreement No. 5 dated July 11, 1996 to
          Purchase Agreement No. 1663

          Supplemental Agreement No. 8 dated May 30, 1996 to
          Purchase Agreement No. 1670

          Supplemental Agreement No. 9 dated July 11, 1996 to
          Purchase Agreement No. 1670
          

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

United Air Lines, Inc.
6-1162-MDH-150 Page 3


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

United Air Lines, Inc.
6-1162-MDH-150 Page 4

               A = B x C/(D-E) where
     
     A    =    [*CONFIDENTIAL
               MATERIAL OMITTED
     B    =    AND FILED
               SEPARATELY WITH
     c    =    THE SECURITIES
               AND EXCHANGE
     D    =    COMMISSION PURSUANT
               TO A REQUEST
     E    =    FOR CONFIDENTIAL
               TREATMENT]

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

          1.2.1     Letter Agreement No. 1670-5R dated as of
     December 18, 1990, accepted and agreed to by Buyer on August
     2, 1991 is amended to delete the Model 747-422 Option
     Aircraft listed in Attachment No. 2 hereto, and as so
     amended such Letter Agreement No. 1670-5R shall remain in
     full force and effect, and

          1.2.2     the following letter agreements shall be
     deemed canceled and of no further force and effect:

Letter Agreement No.                         Purchase Agreement
                             Title                   No.
- --------------------         -----           ------------------

1485-8*               Option Aircraft (Block E)    1485
1663-5                Option Aircraft              1663
1595-4                Option Aircraft              1595


United Air Lines, Inc.
6-1162-MDH-150 Page 5


Notwithstanding the cancellation of Letter Agreement No. 1485-8,
Boeing and Buyer agree the provisions of paragraph 11.
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of Letter Agreement No. 6-1162-TML-388
shall be applicable to the [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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


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

United Air Lines, Inc.
6-1162-MDH-150 Page 6


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

United Air Lines, Inc.
6-1162-MDH-150 Page 7


 [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
 CONFIDENTIAL TREATMENT]
 
United Air Lines, Inc. 
6-1162-MDH-150 Page 8
 
 
 [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
 CONFIDENTIAL TREATMENT]
 

United Air Lines, Inc.
6-1162-MDH-150 Page 9

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

United Air Lines, Inc.
6-1162-MDH-150 Page 10


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

United Air Lines, Inc.
6-1162-MDH-150 Page 11


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


United Air Lines, Inc.
6-1162-MDH-150 Page 12


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

United Air Lines, Inc.
6-1162-MDH-150 Page 13


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

United Air Lines, Inc.
6-1162-MDH-150 Page 14


4.   Confidentiality.
     ---------------

This Letter Agreement is subject to the confidentiality
provisions of the following Letter Agreements.

Letter Agreement No.        Purchase Agreement No.
- --------------------        ----------------------

6-1162-GKW-132                      1485
6-1162-DLJ-886                      1670
6-1162-DLJ-832                      1663
6-1162-GKW-653                      1595

If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above. please
indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY


By /s/ M. O. Hunt
   --------------
Its Attorney in Fact
    ----------------

ACCEPTED AND AGREED TO this
Date: July 12, 1996
UNITED AIR LINES, INC.

By Douglas A. Hacker
   -----------------
Its Senior Vice President and
    -------------------------
    Chief Financial Officer
    -----------------------

Attachment No. 1 to
6-1162-MDH-150 Page 1
    

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

Attachment No. 1 to
6-1162-MDH-150 Page 1


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

Attachment No. 1 to
6-1162-MDH-150 Page 1



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

Attachment No. 1 to 
6-1162-MDH-150 Page 1



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

Attachment No. 4 to
6-1162-MDH-150 


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


Attachment No. 5 to
6-1162-MDH-150 Page 1



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


Attachment No. 6 to
6-1162-MDh-150 Page 1



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





                                                   Exhibit 10.18


May 24, 1996                                       
6-1162-RCN-870R3

United Air Lines, Inc.
Executive Offices
P.0. Box 66100
Chicago, IL 60666-0100

Attention:     J. L. Pollock
               Sr. Staff Representative
               Aircraft Purchasing

Subject:       [*CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE 
               COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT] Letter Agreement
               No. 6-1162-TML-1205

Reference:     Letter Agreement No. 6-1162-TML-1205, dated
               April 28, 1993; [*CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



Dear Jerry:

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

1.   The following Supplemental Agreements contain either
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft (as defined in the referenced 
Letter Agreement).

        Supplemental Agreement No. 5 to P.A. 1670
        Supplemental Agreement No. 5 to P.A. 1485
        Supplemental Agreement No. 6 to P.A. 1670
        Supplemental Agreement No. 11 to P.A. 1602
        Supplemental Agreement No. 7 to
 P.A. 1670
        Supplemental Agreement No. 8 to P.A. 1670
        Supplemental Agreement No. 4 to P.A. 1663
        Supplemental Agreement No. 6 to P.A. 1485

The accounting given below is for the effect of the above
Supplemental Agreements with respect to the matters discussed in
the Reference Letter.

United Air Lines, Inc.
6-1162-RCN-870R3

2.   A total of [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]  pursuant to paragraph
no. 4 of the reference Letter Agreement.  The status of these
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]  is given below.  The scheduled delivery
dates for the balance to go Aircraft are contained in Attachment
No. 1 hereto.

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

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

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

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

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

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


United Air Lines, Inc.
6-1162-RCN-870R3



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

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

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

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

8.   This letter is subject to the confidentiality provisions of
Letter Agreement 6-1162-GKW-132 for Purchase Agreement 1485,
Letter Agreement 6-1162-GKW-653 for Purchase Agreement 1595,
Letter Agreement 6-1162-DLJ-886 for Purchase Agreement 1670,
Letter Agreement 6-1162-DLJ-467 for Purchase Agreement 1602, and
Letter Agreement 6-1162-DLJ-832 for Purchase Agreement 1663.
   
   
United Air Lines, Inc.
6-1162-RCN-870R3


If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.
   
Very truly yours,
   
THE BOEING COMPANY

By /s/ M. Monica Fix
   -----------------
Its Attorney-In-Fact
    ----------------

ACCEPTED  AND AGREED TO this
Date: May 30, 1996

UNITED AIRLINES, INC.

By  /s/ J.L. Pollock
    ----------------
Its Sr. Staff Specialist
    --------------------
    Aircraft Purchasing
    -------------------


   Attachment No. 1 to
   6-1162-RCN-870R3
   
   
                       737                    747
                       ---                    ---

   Delivery Date       Quantity        Delivery Date    Quantity
   -------------       --------        -------------    --------


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


                                                  Exhibit 10.19



July 12, 1996                                     
6-1162-RCN-870R4

United Air Lines, Inc.
Executive Offices
P. 0. Box 66100
Chicago, IL 60666-0100

Attention:     J. L. Pollock
               Sr. Staff Representative
               Aircraft Purchasing

Subject:       [*CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT]Letter Agreement No. 6-1162-TML-1205

Reference:     Letter Agreement No. 6-1162-TML-1205, dated April
               28, 1993; [*CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT]

Dear Jerry:

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

1.   The following Supplemental Agreements contain either
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT](as defined in the referenced Letter
Agreement).

       Supplemental Agreement No.     5 to P.A. 1670
       Supplemental Agreement No.     5 to P.A. 1485
       Supplemental Agreement No.     6 to P.A. 1670
       Supplemental Agreement No.     11 to P.A. 1602
       Supplemental Agreement No.     7 to P.A. 1670
       Supplemental
 Agreement No.     8 to P.A. 1670
       Supplemental Agreement No.     4 to P.A. 1663
       Supplemental Agreement No.     6 to P.A. 1485
       Supplemental Agreement No.     9 to P.A. 1670
       Supplemental Agreement No.     7 to P.A. 1485
       Supplemental Agreement No.     5 to P.A. 1663

The execution of these Supplemental Agreements [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] under Letter Agreement No. 6-1162-TML-1205 and any
balance excess or shortfall pursuant to Paragraph 6 herein, shall
be applied against paragraph 1.3.1.3 of Letter Agreement No. 6-
1162-MDH-150.

The accounting given below is for the effect of the above
Supplemental Agreements with respect to the matters discussed in
the Reference Letter.

2.   A total of [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]pursuant to paragraph no.
4 of the reference Letter Agreement.  The status of these
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]is given below.

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

United Air Lines, Inc.
6-1162-RCN-870R4

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



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

United Air Lines, Inc.
6-1162-RCN-870R4


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

United Air Lines, Inc.
6-1162-RCN-870R4

8. This letter is subject to the confidentiality provisions of
Letter Agreement 6-1162-GKW-132 for Purchase Agreement 1485,
Letter Agreement 6-1162-GKW-653 for Purchase Agreement 1595,
Letter Agreement 6-1162-DLJ-886 for Purchase Agreement 1670,
Letter Agreement 6-1162-DLJ-467 for Purchase Agreement 1602, and
Letter Agreement 6-1162-DLJ-832 for Purchase Agreement 1663.

If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY


By /s/ M. O. Hunt
   --------------
Its Attorney in Fact
    ----------------

ACCEPTED AND AGREED TO this

Date: July 12, 1996

UNITED AIRLINES, INC.


By  /s/ J. L. Pollock
    -----------------
Its Sr. Staff Specialist
    --------------------
    Aircraft Purchasing
    -------------------





<TABLE>
<CAPTION>
                                                         Exhibit 11

          UAL Corporation and Subsidiary Companies
     Calculation of Fully Diluted Net Earnings Per Share
               (In Millions, Except Per Share)
                              
                                    Three Months    Six Months
                                   Ended June 30   Ended June 30
                                   1996     1995   1996     1995
                                   ----     ----   ----     ----              
<S>                               <C>      <C>     <C>     <C>                                   
Earnings:
   Earnings before preferred                                     
     stock transactions
     and extraordinary item       $ 226    $ 151   $ 233   $ 154
   Preferred stock dividends        (16)     (10)    (32)    (20)
   Interest on convertible                                       
     debentures                       -        6       3      11
   Earnings before preferred       ----     ----    ----    ----                 
     stock transactions and
     extraordinary item for                                 
     fully diluted calculation      210      147     204     145
   Preferred stock transactions     (15)      43     (21)     43
   Extraordinary loss on early                                   
     extinguishment of debt         (30)       -     (59)      -
   Net earnings for fully diluted  ----     ----    ----    ----
     calculation                  $ 165    $ 190   $ 124   $ 188
                                   ====     ====    ====    ====
Shares:                                                          
   Average number of shares of                                   
     common stock outstanding 
     during the period             57.5     49.2    53.9    49.3
   Additional shares assumed                                     
     issued at the beginning of
     the period (or at the date
     of issuance) for conversion 
     of preferred stock            22.6     10.4    21.0     8.9
   Additional shares assumed                                     
     issued at the beginning of 
     the period for conversion 
     of convertible debentures      0.8      7.7     4.2     7.7
   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)                  2.5      2.3     2.5     2.3
   Average number of shares for    ----     ----    ----    ----                 
     fully diluted calculation     83.4     69.6    81.6    68.2
                                   ====     ====    ====    ====
Fully diluted per share amounts:                                 
   Earnings before preferred                                     
     stock transactions and 
     extraordinary item          $ 2.53   $ 2.12  $ 2.49  $ 2.13
   Preferred stock transactions,    
     net of tax                   (0.18)    0.61   (0.25)   0.63
   Extraordinary loss on early                                   
     extinguishment of debt, 
     net of tax                   (0.36)      -    (0.73)     -  
                                   ----     ----    ----    ----
   Net earnings                  $ 1.99   $ 2.73  $ 1.51  $ 2.76
                                   ====     ====    ====    ====
                                                                 
</TABLE>
                              




<TABLE>
<CAPTION>

                                                        Exhibit 12.1


               UAL Corporation and Subsidiary Companies
                              
           Computation of Ratio of Earnings to Fixed Charges
                              
                                                     
                                            Six Months Ended
                                                June 30
                                             1996      1995
                                              (In Millions)
<S>                                        <C>        <C>
Earnings:
   Earnings before income taxes and                       
     extraordinary item                    $  382     $  257
   Fixed charges, from below                  548        587
   Undistributed earnings of affiliates       (32)       (23)
   Interest capitalized                       (39)       (22)
                                            -----      -----       
   Earnings                                $  859     $  799
                                            =====      =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                        $  159     $  203
   Portion of rental expense                              
     representative of the 
     interest factor                          389        384
                                            -----      -----
   Fixed charges                           $  548     $  587
                                            =====      =====
                                                          
Ratio of earnings to fixed charges           1.57       1.36
                                            =====      =====
</TABLE>
                                                          






<TABLE>
<CAPTION>

                                                      Exhibit 12.2


          UAL Corporation and Subsidiary Companies
                              
      Computation of Ratio of Earnings to Fixed Charges
                              
          and Preferred Stock Dividend Requirements

                                              Six Months Ended
                                                  June 30
                                               1996      1995
                                                (In Millions)
<S>                                          <C>       <C> 
Earnings:                                                 
   Earnings before income taxes and                       
     extraordinary item                      $  382    $  257
   Fixed charges, from below                    600       625
   Undistributed earnings of affiliates         (32)      (23)
   Interest capitalized                         (39)      (22)
                                              -----     -----       
   Earnings                                  $  911    $  837
                                              =====     =====
                                                          
Fixed charges:                                            
                            
   Interest expense                          $  159    $  203
   Preferred stock dividend requirements         52        38
   Portion of rental expense representative                             
     of the interest factor                     389       384
                                              -----     -----
   Fixed charges                             $  600    $  625
                                              =====     =====
                                                          
Ratio of earnings to fixed charges             1.52      1.34
                                              =====     =====
                                                          
</TABLE>
                                                          





<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS FOR 
THE SIX MONTHS ENDED JUNE 30, 1996 AND CONDENSED STATEMENT OF 
CONSOLIDATED FINANCIAL POSITION AS OF JUNE 30, 1996 AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>
<FISCAL-YEAR-END>                            DEC-31-1996
<PERIOD-START>                               JAN-01-1996
<PERIOD-END>                                 JUN-30-1996
<PERIOD-TYPE>                                      6-MOS
<CASH>                                               194
<SECURITIES>                                         526
<RECEIVABLES>                                      1,060
<ALLOWANCES>                                           0
<INVENTORY>                                          321
<CURRENT-ASSETS>                                   2,655
<PP&E>                                            13,065
<DEPRECIATION>                                     5,825
<TOTAL-ASSETS>                                    11,533
<CURRENT-LIABILITIES>                              4,982
<BONDS>                                            3,053
<PREFERRED-MANDATORY>                                  0
<PREFERRED>                                            0
<COMMON>                                               0
<OTHER-SE>                                           367
<TOTAL-LIABILITY-AND-EQUITY>                      11,533
<SALES>                                                0
<TOTAL-REVENUES>                                   7,898
<CGS>                                                  0
<TOTAL-COSTS>                                      7,438
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                   159
<INCOME-PRETAX>                                      382
<INCOME-TAX>                                         149
<INCOME-CONTINUING>                                  233
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                      (59)
<CHANGES>                                              0
<NET-INCOME>                                         174
<EPS-PRIMARY>                                       1.56
<EPS-DILUTED>                                       1.51
                                                    

</TABLE>