U.S. Securities and Exchange Commission
                                Washington, D.C.

                          Notice of Exempt Solicitation

     1.   Name of the Registrant: UAL Corporation.

     2.   Name of person  relying on  exemption:  International  Association  of
          Machinists & Aerospace Workers.

     3.   Address of person relying on exemption:  9000 Machinists Place,  Upper
          Marlboro, Maryland 20772.

     4.   Attached hereto is a writing  submitted  pursuant to Rule 14a-6(g)(1),
          assuming that such Rule is applicable.





To: IAM Members Working for United Airlines

From: R. Thomas Buffenbarger

Date: April 30, 2001

As the IAM's  designated  holder of Class IAM Junior  Preferred Stock, I want to
share with you how I am instructing my vote to be cast concerning certain issues
coming before the UAL Annual Shareholders' meeting to be held on May 17, 2001.

First, we are reappointing the IAM representative to the Board of Directors.  On
Proposal 2,  concerning the  appointment  of Arthur  Anderson LLP as independent
public  accountants,  I concur  with the Board of  Directors  and Vote  For.  On
proposals 3 and 4, however,  I am voting against the recommendation of the Board
of Directors and voting For these shareholder two proposals.

While neither  Proposal 3, which  recommends  only stock  compensation  to Board
members,  or  Proposal  4, which would  require  shareholder  approval of future
airline  acquisitions,  would adequately address the many management problems at
UAL,  I  believe  that  both  of  these  measures  would  hold  management  more
accountable to both the  shareholders  and employees of UAL. For that reason,  I
will vote For both proposal 3 and Proposal 4.

We are at a critical  time in the life of UAL,  and as the  representative  of a
significant block of employee owners, we intend to be active participants in the
way this company is run.