FORM 10-Q
                                 
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

(Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997

                                OR

  [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file 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                    October 31, 1997
                    -----                    ----------------
       Common Stock ($0.01 par value)           58,782,762

   UAL Corporation and Subsidiary Companies Report on Form 10-Q
   ------------------------------------------------------------
            For the Quarter Ended September 30, 1997
            ----------------------------------------
Index
- - -----


PART I.  FINANCIAL INFORMATION                                    Page No.
- - ------   ---------------------                                    -------


         Item 1.   Financial Statements

                   Condensed Statements of Consolidated              3
                   Financial Position - as of September 30, 
                   1997 (Unaudited) and December 31, 1996


                   Statements of Consolidated Operations             5
                   (Unaudited) - for the three months and
                   nine months ended September 30, 1997 and 1996


                   Condensed Statements of Consolidated              7
                   Cash Flows (Unaudited) - for the nine
                   months ended September 30, 1997 and 1996


                   Notes to Consolidated Financial                   8

                   Statements (Unaudited)



         Item 2.   Management's Discussion and Analysis             13
                   of Financial Condition and Results of
                   Operations



PART II.  OTHER INFORMATION
- - -------   -----------------


          Item 1.  Legal Proceedings                                21

          Item 6.  Exhibits and Reports on Form 8-K                 22


Signatures                                                          23
- - ----------
                                                                   
Exhibit Index                                                       24
- - -------------


                                

                 PART I.   FINANCIAL INFORMATION
                                

Item 1.   Financial Statements
                                
                             

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

<TABLE>                                                            
<CAPTION>
                                      September 30,
                                          1997          December 31,
Assets                                 (Unaudited)         1996
- - ------                                 -----------         ----         
<S>                                   <C>             <C>
Current assets:                                            
   Cash and cash equivalents          $    529        $     229
   Short-term investments                  594              468
   Receivables, net                      1,241              962
   Inventories, net                        349              369
   Deferred income taxes                   209              227
   Prepaid expenses and other              302              427
                                       -------          -------
                                         3,224            2,682
                                       -------          -------         
                                                          
Operating property and equipment:                         
   Owned                                13,889           12,325
   Accumulated depreciation 
     and amortization                   (5,252)          (5,380)
                                       -------          -------
                                         8,637            6,945
                                       -------          -------         
   Capital leases                        2,199            1,881
   Accumulated amortization               (603)            (583)
                                       -------          -------
                                         1,596            1,298
                                       -------          -------
                                        10,233            8,243
                                       -------          -------         
                                                          
Other assets:                                             
   Intangibles, net                        507              524
   Deferred income taxes                   139              132
   Aircraft lease deposits                 271              168
   Other                                 1,012              928
                                       -------          -------
                                         1,929            1,752
                                       -------          -------         
                                      $ 15,386         $ 12,677
                                       =======          =======
</TABLE>
                                
                  
  See accompanying notes to consolidated financial statements.
            


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

<TABLE>                                                            
<CAPTION>
                                      September 30,
                                          1997           December 31,
Liabilities and Stockholders' Equity   (Unaudited)          1996
- - ------------------------------------   -----------          ----
<S>                                    <C>               <C>
Current liabilities:                                      
  Long-term debt maturing 
    within one year                   $    303         $     165
  Current obligations under               
    capital leases                         166               132
  Advance ticket sales                   1,447             1,189
  Accounts payable                       1,066               994
  Other                                  3,007             2,523
                                       -------           -------
                                         5,989             5,003
                                       -------           -------        
Long-term debt                           1,436             1,661
                                       -------           -------        
Long-term obligations under 
  capital leases                         1,640             1,325
                                       -------           -------
Other liabilities and deferred credits:
  Deferred pension liability               165               178
  Postretirement benefit liability       1,340             1,290
  Deferred gains                         1,101             1,151
  Other                                    913               776
                                       -------           -------
                                         3,519             3,395
                                       -------           -------        
Company-obligated mandatorily                             
  redeemable preferred securities 
  of a subsidiary trust                    102               102
                                       -------           -------
Equity put warrants                         61                -
                                       -------           -------
Minority interest                           -                 31
                                       -------           -------
Preferred stock committed to               
  Supplemental ESOP                        293               165
                                       -------           -------
                                                          
Stockholders' equity:                                     
  Preferred stock                           -                 -
  Common stock at par                        1                 1
  Additional capital invested            2,799             2,160
  Retained earnings (deficit)              305              (566)
  Unearned ESOP preferred stock           (282)             (202)
  Other                                   (477)             (398)
                                       -------           -------    
                                         2,346               995
                                       -------           -------
                                                          
Commitments and contingent                                
liabilities (See note)                 -------           -------
                                                          
                                      $ 15,386          $ 12,677
                                       =======           =======
</TABLE>
                                
  See accompanying notes to consolidated financial statements.
                                
                                
                                
            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)
                                

<TABLE>
<CAPTION>
                                            Three Months
                                         Ended September 30
                                          1997        1996
                                          ----        ----
<S>                                   <C>         <C>
Operating revenues:                                       
   Passenger                          $  4,147    $  4,003
   Cargo                                   225         191
   Other                                   268         294
                                       -------     -------
                                         4,640       4,488
                                       -------     -------
Operating expenses:                                       
   Salaries and related costs            1,264       1,171
   ESOP compensation expense               256         157
   Aircraft fuel                           510         538
   Commissions                             409         397
   Purchased services                      329         303
   Aircraft rent                           235         236
   Landing fees and other rent             202         205
   Depreciation and amortization           182         217
   Aircraft maintenance                    153         106
   Other                                   537         548
                                       -------     -------
                                         4,077       3,878
                                       -------     -------              
Earnings from operations                   563         610
                                       -------     -------              
Other income (expense):                                   
   Interest expense                        (73)        (71)
   Interest capitalized                     25          18
   Interest income                          13          10
   Equity in earnings of affiliates         17          16
   Gain on sale of partnership interest    275           -
   Gain on sale of affiliate's stock       103           -
   Miscellaneous, net                      (10)        (28)
                                       -------     -------
                                           350         (55)
                                       -------     -------
Earnings before income taxes,                             
  distributions on preferred 
  securities and extraordinary item        913         555
Provision for income taxes                 333         208
                                       -------     -------
Earnings before distributions on                          
  preferred securities and 
  extraordinary item                       580         347
Distributions on preferred             
  securities, net of tax                    (1)          -
Extraordinary loss on early                               
  extinguishment of debt, net of tax         -          (7)
                                       -------     -------
Net earnings                          $    579    $    340
                                       =======     =======
Earnings per share:                                       
 Earnings before extraordinary item   $   5.61    $   3.85
 Extraordinary loss on early                            
   extinguishment of debt, net of tax       -        (0.08)
                                       -------     -------
   Net earnings                       $   5.61    $   3.77
                                       =======     =======
</TABLE>
                                
  See accompanying notes to consolidated financial statements.
                                
                                
            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)

<TABLE>
<CAPTION>
                                            Nine Months
                                        Ended September 30
                                         1997        1996
                                         ----        ----
<S>                                  <C>         <C>
Operating revenues:                                       
   Passenger                         $  11,628   $  10,975
   Cargo                                   634         558
   Other                                   881         853
                                       -------     -------
                                        13,143      12,386
                                       -------     -------
Operating expenses:                                       
   Salaries and related costs            3,732       3,513
   ESOP compensation expense               666         488
   Aircraft fuel                         1,559       1,504
   Commissions                           1,159       1,108
   Purchased services                      946         876
   Aircraft rent                           707         716
   Landing fees and other rent             644         624
   Depreciation and amortization           533         588
   Aircraft maintenance                    447         336
   Other                                 1,582       1,563
                                       -------     -------
                                        11,975      11,316
                                       -------     -------              
Earnings from operations                 1,168       1,070
                                       -------     -------              
Other income (expense):                                   
   Interest expense                       (213)       (230)
   Interest capitalized                     75          57
   Interest income                          36          40
   Equity in earnings of affiliates         64          53
   Gain on sale of partnership interest    275           -
   Gain on sale of affiliate's stock       103           -
   Miscellaneous, net                      (36)        (53)
                                       -------     -------
                                           304        (133)
                                       -------     -------
Earnings before income taxes,                             
  distributions on preferred 
  securities and extraordinary item      1,472         937
Provision for income taxes                 542         357
                                       -------     -------
Earnings before distributions on                          
  preferred securities and 
  extraordinary item                       930         580
Distributions on preferred            
  securities, net of tax                    (4)         -
Extraordinary loss on early                               
  extinguishment of debt, net of tax         -         (66)
                                       -------     -------
Net earnings                          $    926    $    514
                                       =======     =======
Per share, primary:                                       
 Earnings before extraordinary item   $   9.01    $   6.37
 Extraordinary loss on early                            
   extinguishment of debt, net of tax       -        (0.82)
                                       -------     -------
   Net earnings                       $   9.01    $   5.55
                                       =======     =======
Per share, fully diluted:                                 
 Earnings before extraordinary item   $   9.01    $   6.20
 Extraordinary loss on early                            
   extinguishment of debt, net of tax       -        (0.80)
                                       -------     -------
   Net earnings                       $   9.01    $   5.40
                                       =======     =======
</TABLE>

  See accompanying notes to consolidated financial statements.
                                
                                
            UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Cash Flows (Unaudited)
                          (In Millions)

<TABLE>
<CAPTION>
                                             Nine Months
                                         Ended September 30
                                          1997        1996
                                          ----        ----
<S>                                    <C>         <C>
Cash and cash equivalents at                              
  beginning of period                  $   229     $   194
                                        ------      ------          
Cash flows from operating activities     2,397       1,964
                                        ------      ------
Cash flows from investing activities:
 Additions to property and equipment    (2,170)     (1,101)
 Proceeds on disposition of                             
   property and equipment                   41          20
 Proceeds on disposition of ATS          
   Partnership interest                    539           -
 Decrease (increase) in short-term          
   investments                            (126)        486
 Other, net                                (20)        (21)
                                        ------      ------
                                        (1,736)       (616)
                                        ------      ------            
Cash flows from financing activities:
 Repayment of long-term debt               (95)       (674)
 Conversion of subordinated debentures       -        (324)
 Principal payments under capital                        
   lease obligations                      (116)        (92)
 Repurchase of common stock                (54)          -
 Dividends paid                             (8)        (18)
 Other, net                                (88)       (190)
                                        ------      ------
                                          (361)     (1,298)
                                        ------      ------            
Increase (decrease) in cash 
  and cash equivalents                     300          50
                                        ------      ------
Cash and cash equivalents at 
  end of period                        $   529     $   244
                                        ======      ======
                                                          
Cash paid during the period for:                          
 Interest (net of amounts capitalized) $   118     $   190
 Income taxes                          $   219     $   181
                                                          
Non-cash transactions:                                    
 Capital lease obligations incurred    $   477     $   497
 Long-term debt incurred in                             
  connection with additions 
  to equipment                         $    -      $    77
 Increase in equity in connection                       
  with the conversion of subordinated                           
  debentures to common stock           $    -      $   217
                                                         
</TABLE>
                                
  See accompanying notes to consolidated financial statements.
                                
                                
                                
            UAL Corporation and Subsidiary Companies
     Notes to Consolidated Financial Statements (Unaudited)
                                
The Company
- - -----------
      UAL Corporation ("UAL" or the "Company") 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 nine month periods have been made.  These
financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included
in UAL's Annual Report on Form 10-K for the year 1996.

Accounting Policies - Derivative Financial Instruments
- - ------------------------------------------------------
      Foreign Currency
      ----------------
      From time to time, United enters into Japanese yen forward
exchange contracts to minimize gains and losses on the
revaluation of short-term yen-denominated liabilities.  The yen
forwards typically have a 30-day maturity and are marked to fair
value at the end of each accounting period.  The unrealized mark-
to-market gains and losses generally offset the losses and gains
recorded on the liabilities.

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

      Finally, the Company has begun to hedge the risks of
exchange rate volatility on its anticipated future net yen cash
flows by purchasing yen put options with little or no intrinsic
value.  The amount and duration of these options are synchronized
with specific expected yen inflows, and thus, the put options
have been designated as a hedge.  The Company also sells yen call
options from time to time.  The premiums on yen option contracts
are amortized over the lives of the contracts.  Unrealized gains
on purchased put option contracts are deferred until contract
expiration and then recognized as a component of passenger
revenue, and unrealized losses on written call options are
recorded in "Miscellaneous, net" at the end of each accounting
period.
              
      Interest Rates
      --------------
      United has entered into swaps to reduce exposure to
interest rate fluctuations in connection with certain debt,
capital leases and operating leases. The swaps' cash flows mirror
those of the underlying exposures.  The premiums on the swaps, as
measured at inception, are being amortized over their respective
lives as components of interest expense.  Any gains or losses
realized upon the early termination of these swaps are deferred
and recognized in income over the remaining life of the
underlying exposure.

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

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.  Note 2 of the Notes to
Consolidated Financial Statements in the 1996 Annual Report on
Form 10-K contains additional discussion of the agreements,
stock to be issued to employees and the related accounting
treatment.  Shares earned in 1996 were allocated in March 1997
as follows:  190,307 shares of Class 2 ESOP Preferred Stock were
contributed to the Non-Leveraged ESOP and an additional 537,917
shares were allocated in "book entry" form under the
Supplemental Plan.  Additionally, 2,345,745 shares of Class 1
ESOP Preferred Stock were allocated under the Leveraged ESOP.
Finally, an additional 2,305,479 shares of Class 1 and Class 2
ESOP Preferred Stock have been committed to be released by the
Company since January 1, 1997.

      In August 1997, UAL sold 1,848,629 shares of Class 1 ESOP
Preferred Stock to the ESOP Trustee; this was the fourth of seven
such sales.

                             
Other Income (Expense) - Miscellaneous
- - --------------------------------------
      "Miscellaneous, net" consisted of the following:

<TABLE>
<CAPTION>

                             Third Quarter     Nine-month Period
                             1997      1996      1997      1996
                             ----      ----      ----      ----
<S>                         <C>       <C>       <C>       <C>
Foreign exchange losses     $  (5)    $  (2)    $ (15)    $  (9)
Minority interests             (1)       (6)      (15)      (18)
Travel agency litigation
  settlement                    -       (20)        -       (20)
Other                          (4)        -        (6)       (6)
                             ----      ----      ----      ----
                            $ (10)    $ (28)    $ (36)    $ (53)
                             ====      ====      ====      ====
</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, dividends on ESOP Preferred Stock 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
- - -----------------
      During the nine-month period ended September 30, 1996, UAL
repurchased 2,553 shares of its Series B preferred stock at an
aggregate cost of $84 million to be held in treasury. 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.

      Per share amounts were calculated after providing for
dividends on preferred stock, including ESOP convertible
preferred stock, of $19 million in the 1997 third quarter, $15
million in the 1996 third quarter, $57 million in the 1997 nine-
month period and $47 million in the 1996 nine-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.

      In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share," which established standards for
computing and reporting earnings per share.  SFAS No. 128 is
effective for periods ending after December 15, 1997; earlier
application is not permitted.  Restatement of all prior-period
earnings per share data is required.  On a pro forma basis, 1997
earnings per share would be as follows:

<TABLE>
<CAPTION>
                           Three Months Ended     Nine Months Ended
                           ------------------     -----------------                      
 <S>                              <C>                   <C>
 Basic Earnings Per Share         9.39                  14.66
                                               
 Diluted Earnings Per Share       5.61                   9.01
                                                 
</TABLE>
          

Prepayment of Long-Term Obligations
- - -----------------------------------
      On March 7, 1997, Air Wis Services, Inc. ("Air Wis"), a
wholly owned subsidiary of UAL, issued a notice of redemption for
all of its outstanding 7 3/4% convertible subordinated
debentures, due 2010.  On April 8, $16 million of debentures
outstanding were redeemed at 100% of the principal amount plus
accrued interest.

      During the nine months ended September 30, 1996, UAL
repaid prior to maturity $535 million in principal amount of
various debt securities, resulting in an extraordinary loss of
$66 million, after a tax benefit of $40 million.  Of this
amount, $63 million was repaid during the third quarter,
resulting in a $7 million extraordinary loss, net of tax
benefits of $4 million.  The securities were scheduled for
repayment periodically through 2021.

Related Party Transactions
- - --------------------------
      In July 1997, United completed the sale of its 77% general
partnership interest in the Apollo Travel Services Partnership to
Galileo International, Inc.  See "Sale of Affiliate" in Item 2.
M
anagement's Discussion and Analysis of Financial Condition and
Results of Operations.

Stock Repurchases
- - -----------------
      During the third quarter, UAL's Board of Directors
authorized the purchase of up to $250 million of the Company's
common stock using a portion of the proceeds from the sale of the
Apollo Travel Services Partnership.  Through October 31, 1997,
1,271,000 shares had been repurchased and returned to treasury at
a total cost of $108 million.

Equity Put Warrants
- - -------------------
      In connection with the Company's stock repurchase program,
UAL sold 750,000 equity put warrants at various strike prices
during the third quarter.  The put warrants entitle the holders
to sell shares of UAL common stock to the Company at specified
prices.  The warrants have strike prices ranging from $76.53 to
$84.21, expire at various dates through December 1, 1997 and are
exercisable only at maturity.  The maximum potential repurchase
obligation of $61 million has been reclassified from
stockholders' equity to equity put warrants at September 30.


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

      At September 30, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated $5.7
billion, after deducting advance payments.  An estimated $0.8
billion will be spent during the remainder of 1997, $2.4 billion
in 1998, $1.3 billion in 1999, and $1.2 billion in 2000 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A319 and A320 aircraft, which are scheduled to
be delivered through 2002.

      During October 1997, The Boeing Company ("Boeing") notified
United that production problems would delay aircraft scheduled to
be delivered between fourth quarter 1997 and mid-1999.
Specifically, deliveries on nine B747s, two B757s and four
B767s scheduled for delivery from the fourth quarter of 1997
through mid-1999 will be delayed from one to two months.  United
expects to receive compensation from Boeing and also expects to
make schedule adjustments and take other possible actions to
offset the effects of the delays.  As a result, the Company
expects the impact of the announced delivery delays to be
minimal.

      United's contract with the Association of Flight
Attendants ("AFA") became amendable March 1, 1996.  On October
1, 1997, the AFA ratified a new contract.  The agreement, 
which will remain in effect through 2006, includes provisions 
for increased wages and benefits as well as work rule changes 
designed to help the Company achieve its customer satisfaction 
objectives.





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



LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
      UAL's total of cash and cash equivalents and short-term
investments was $1.123 billion at September 30, 1997, compared
to $697 million at December 31, 1996.  Cash flows from operating
activities for the nine-month period amounted to $2.397 billion.
Financing activities included principal payments under debt and
capital lease obligations of $95 million and $116 million,
respectively, as well as $54 million for common stock
repurchases.

      In the first nine months of 1997, United took delivery of
four A320, eleven B777, five B747 and two A319 aircraft.
Eighteen of these aircraft were purchased and four were acquired
under capital leases.  Additionally, United acquired two B767
and one DC10-10 off-lease during the first nine months of 1997.
Property additions, including aircraft spare parts, facilities
and ground equipment, amounted to $2.170 billion, while property
dispositions resulted in proceeds of $41 million.

      The Company's sale of its interest in the Apollo Travel
Services Partnership ("ATS") in July 1997 provided $539 million
in cash proceeds (see "Sale of Affiliate").  During the third
quarter, UAL's Board of Directors authorized the purchase of up
to $250 million of the Company's common stock using a portion of
the proceeds.  As of October 31, 1997, 1,271,000 shares of
common stock had been repurchased at a total purchase price of
$108 million.

      At September 30, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated $5.7
billion, after deducting advance payments.  An estimated $0.8
billion will be spent during the remainder of 1997, $2.4 billion
in 1998, $1.3 billion in 1999, and $1.2 billion in 2000 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A319 and A320 aircraft, which are scheduled to
be delivered through 2002.

      During October 1997, The Boeing Company ("Boeing") notified
United that production problems would delay aircraft scheduled to
be delivered between fourth quarter 1997 and mid-1999.
Specifically, deliveries on nine B747s, two B757s and four
B767s scheduled for delivery from the fourth quarter of 1997
through mid-1999 will be delayed from one to two months.  United
expects to receive compensation from Boeing and also expects to
make schedule adjustments and take other possible actions to
offset the effects of the delays.  As a result, the Company
expects the impact of the announced delivery delays to be
minimal.

      In April 1997, Standard & Poor's raised its credit rating
on United's senior unsecured debt to BB+ from BB and raised its
credit rating on UAL's Series B preferred stock and redeemable
preferred securities to BB- from B+.  Moody's Investors Service
Inc.'s ratings on United's senior unsecured debt remains Baa3 and
its ratings on UAL's Series B preferred stock and redeemable
preferred securities remains Ba3.



      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,
fluctuation of foreign currency exchange rates, fuel costs, U.S.
and international governmental policies and other factors will
continue to affect its operating results.

      During the third quarter of 1997, a new law was enacted to
replace the Federal passenger excise tax which expired September
30, 1997.  The new legislation includes a gradual reduction in
the 10% airline ticket tax to 7.5% by the year 2002, a phasing
in of a $3 "head tax" per domestic flight segment, an increase
in round-trip international departure and arrival taxes from $6
to $24 per passenger and a tax on the purchase of frequent flyer
miles.  The Company expects that the new legislation will
increase United's annual tax burden by approximately $80
million, but is unable to determine how much of this increase it
will be able to pass on to its customers.

      During the third quarter of 1997, United implemented
changes to its travel agency commission payment plan, which
lowered the base commission paid to travel agents from 10% to 8%
on all tickets purchased in the U.S. and Canada for both
domestic and international travel.  Commissions on domestic
tickets will be a maximum of $25 one-way ($50 round-trip).  This
action is expected to save approximately $100 million annually
in commission costs.

      Summary of Results
      ------------------
      UAL's earnings from operations were $1,168 million in the
first nine months of 1997, compared to operating earnings of
$1,070 million in the first nine months of 1996.  UAL's net
earnings were $926 million ($9.01 per share, primary and fully
diluted), compared to net earnings of $514 million ($5.55 per
share, primary; $5.40 per share, fully diluted) during the same
period in 1996.  The 1997 nine-month period includes an after-
tax gain on the ATS/Galileo transaction (see "Sale of
Affiliate") of $235 million ($2.43 per share, primary and fully
diluted).  The 1996 nine-month period includes an extraordinary
loss of $66 million ($0.82 per share, primary; $0.80 per share,
fully diluted) on early extinguishment of debt.

      In the third quarter of 1997, UAL's earnings from
operations were $563 million compared to operating earnings of
$610 million in the third quarter of 1996.  UAL had net earnings
in the 1997 third quarter of $579 million ($5.61 per share),
compared to net earnings of $340 million in the same period of
1996 ($3.77 per share).  The 1997 third quarter results include
the after-tax gain on the ATS/Galileo transaction of $235
million ($2.35 per share, primary and fully diluted).  The 1996
third quarter results include an extraordinary loss of $7
million ($0.08 per share) on early extinguishment of debt.

      The 1996 per share amounts for the nine-month period also
include the effects on equity of the repurchase of Series B
preferred stock.  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.
Also, no adjustments are made to fully distributed earnings to
reflect future salary increases.  A comparison of results
reported on a fully distributed basis to results reported under
generally accepted accounting principles (GAAP) is as follows:


<TABLE>
<CAPTION>
                         Three Months Ended            Three Months Ended
                         September 30, 1997            September 30, 1996
                         GAAP          Fully           GAAP          Fully
                   (fully diluted)  Distributed  (fully diluted)  Distributed
                   ---------------  -----------  ---------------  -----------
<S>                    <C>            <C>            <C>            <C>
Net Income             $  579         $  734         $  340         $  437
Per Share:                                           
 Earnings before                                         
  gain on sale and
  extraordinary loss   $ 3.26         $ 3.75         $ 3.85         $ 3.34
 Gain on ATS/Galileo   
  transaction, net       2.35           1.77             -              -
 Extraordinary loss,                      
  net of tax               -              -           (0.08)         (0.05)
                        -----          -----          -----          -----
                       $ 5.61         $ 5.52         $ 3.77         $ 3.29
                        =====          =====          =====          =====
</TABLE>



<TABLE>
<CAPTION>
                          Nine Months Ended             Nine Months Ended
                         September 30, 1997            September 30, 1996
                         GAAP          Fully          GAAP           Fully
                   (fully diluted)  Distributed  (fully diluted)  Distributed
                   ---------------  -----------  ---------------  -----------
<S>                    <C>            <C>            <C>             <C>
Net Income             $  926         $ 1,325        $  514          $  819
                       
Per Share:                                           
 Earnings before preferred                                 
  stock transactions, 
  gain on sale and
  extraordinary loss   $ 6.58         $ 8.19         $ 6.45          $ 6.64
 Gain on ATS/Galileo   
  transaction, net       2.43           1.77             -               -
 Preferred stock          
  transactions             -              -           (0.25)          (0.16)
 Extraordinary loss,       -              -           (0.80)          (0.50)
  net of tax            -----          -----          -----           -----
                       $ 9.01         $ 9.96         $ 5.40          $ 5.98
                        =====          =====          =====           =====
</TABLE>


      Specific factors affecting UAL's consolidated operations
for the third quarter and first nine months of 1997 are
described below.

      Third Quarter 1997 Compared with Third Quarter 1996
      ---------------------------------------------------
      Operating revenues increased $152 million (3%).  United's
revenue per available seat mile decreased 1% to 10.43 cents.
Passenger revenues increased $144 million (4%) on a 4% increase
in revenue passenger miles in spite of a 1% decrease in yield to
12.33 cents.  The following analysis by market is based on
information reported to the U.S. Department of Transportation:

      Domestic revenue passenger miles increased 2%, while
domestic yield decreased 3% from the year before as a result of
the reimposition of the Federal passenger excise tax for the
entire 1997 third quarter.  In the Pacific, revenue passenger
miles remained unchanged; however, yield increased 3% from the
same period last year, largely due to a stronger Japanese yen
versus the dollar.  Atlantic revenue passenger miles increased
27% with a 4% increase in yield over the same period last year
due to a continued larger proportion of high-yield traffic.
Latin America revenue passenger miles remained unchanged over
the same period last year, with a 7% increase in yield, due to a
strengthening Latin economy.  Available seat miles increased 4%
systemwide, reflecting increases of 25% in the Atlantic, 2% on
Domestic routes and 2% in the Pacific.  The system passenger
load factor decreased 0.1 point to 75.3%.

      Cargo revenues increased $34 million (18%) due to
increases in both freight and mail revenues.  Freight ton miles
increased 28% due to the increase in aircraft assigned to the
dedicated freighter operation and the introduction of long-range
B777-200B aircraft, principally in the Atlantic market.  Mail
ton miles increased 9%.  However, a 6% lower freight yield was
only partially offset by a 3% increase in mail yield.  Other
operating revenues decreased $26 million (8%) since ATS revenues
are no longer consolidated after the sale of ATS in July.

      Operating expenses increased $199 million (5%) and
United's cost per available seat mile increased 2%, from 9.06
cents to 9.20 cents, including ESOP compensation expense.
Without the ESOP compensation expense, United's cost per
available seat mile would have decreased 1%, from 8.69 cents to
8.62.  ESOP compensation expense increased $99 million (63%),
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.  Salaries and related
costs increased $93 million (8%) primarily due to mid-term wage
adjustments that took effect July 1.  Aircraft maintenance
increased $47 million (44%) due to increased purchased
maintenance, as well as the timing of maintenance cycles.
Purchased services increased $26 million (9%) due principally to
volume-related increases in computer reservations fees, credit
card discounts and communication charges.  Depreciation and
amortization expense decreased $35 million (16%) despite the
acquisition of new aircraft, largely due to a $30 million charge
in the 1996 third quarter to reduce the carrying value of
aircraft seats being replaced, as well as lower depreciation on
DC10-10 aircraft which are scheduled for retirement.  Fuel
expense decreased $28 million (5%) due to an 8% decrease in the
average price per gallon of fuel to 65.3 cents.

      Other income (expense) amounted to $350 million in income
for the third quarter of 1997 compared to $55 million in expense
for the third quarter of 1996.  Interest capitalized, primarily
on aircraft advance payments, increased $7 million (39%).
Included in "Miscellaneous, net" in the 1997 third quarter were
foreign exchange losses of $5 million compared to foreign
exchange losses of $2 million in the 1996 third quarter.  In
addition, the third quarter of 1997 included a $275 million gain
on the sale of ATS and a $103 million gain on the sale of Galileo
International, Inc. stock.  The third quarter of 1996 included a 
$20 million charge for the settlement of litigation related to 
the travel agency commission cap implemented by the Company in 
February 1995.

      
      Nine Months 1997 Compared with Nine Months 1996
      -----------------------------------------------
      Operating revenues increased $757 million (6%).  United's
revenue per available seat mile increased 2% to 10.35 cents.
Passenger revenue increased $653 million (6%), due principally
to a 4% increase in revenue passenger miles and a 2% increase in
yield to 12.56 cents.  The following analysis by market is based
on information reported to the U.S. Department of
Transportation:

      Domestic revenue passenger miles increased 3% while
domestic yield remained unchanged.  In the Pacific, revenue
passenger miles increased 1% with a 3% increase in yield from
the same period last year, largely due to a stronger Japanese
yen versus the dollar.  Latin America revenue passenger miles 
increased 3% over the same period last year, with an 11% increase 
in yield as a result of a strengthening Latin economy.  Atlantic 
revenue passenger miles increased 20%, while yield increased 4% 
due to a larger proportion of high-yield traffic and an improved 
fare environment.  Available seat miles increased 4% systemwide,
reflecting increases of 19% in the Atlantic, 3% on Domestic
routes and 3% in the Pacific.  The system passenger load factor
increased 0.1 point to 72.6%.

      Cargo revenues increased $76 million (14%) on increases of
23% in freight ton miles and 6% in mail ton miles, as a result of
a new dedicated freighter operation and the introduction of long-
range B777-200B aircraft.  A 7% decrease in freight yield was
partially offset by a 3% increase in mail yield.  Other operating
revenues increased $28 million (3%) due to increases in Mileage
Plus partner-related revenues and contract maintenance and fuel
sales to third parties, which were partially offset by the
decrease in ATS revenues after the sale of ATS in July.

      Operating expenses increased $659 million (6%) and
United's cost per available seat mile increased 2%, from 9.25 to
9.45 cents, including ESOP compensation expense.  Without the
ESOP compensation expense, United's 1997 nine-month cost per
available seat mile would have been 8.93 cents, an increase of
1% from 1996.  ESOP compensation expense increased $178 million
(36%), reflecting the increase in the estimated average fair
value of ESOP stock committed to be released to employees as a
result of UAL's higher common stock price.   Salaries and
related costs increased $219 million (6%) as a result of
increased staffing in certain customer-oriented positions, as
well as mid-term wage adjustments which took effect July 1.
Aircraft maintenance increased $111 million (33%) due to
increased purchased maintenance as well as the timing of
maintenance cycles.  Aircraft fuel increased $55 million (4%)
due to a 3% increase in consumption and a 1% increase in the
average price per gallon of fuel to 70.1 cents.  Purchased
services increased $70 million (8%) due principally to volume-
related increases in computer reservations fees, credit card
discounts and communication charges.  Depreciation and
amortization decreased $55 million (9%) despite the acquisition
of new aircraft, due to lower depreciation on DC10-10 aircraft
which are scheduled for retirement, a gain on the sale of one
B747-SP aircraft and a $30 million charge in 1996 to reduce the
carrying value of aircraft seats being replaced.  Aircraft rent
decreased $9 million (1%) due to a decrease in the number of
aircraft on operating leases.

      Other income (expense) amounted to $304 million in income
for the first nine months of 1997 compared to $133 million in
expense for the first nine months of 1996.  Interest capitalized,
primarily on aircraft advance payments, increased $18 million
(32%).  Interest expense decreased $17 million (7%) due to the
prepayment of long-term debt in 1996.  Equity in earnings of
affiliates increased $11 million (21%) due to higher Galileo
International, Inc. ("Galileo") earnings resulting from 
increased booking revenues.  In addition, the 1997 period 
included a $275 million gain on the sale of ATS and a $103 
million gain on the sale of Galileo stock.  The 1996 period 
included a $20 million charge for the settlement of litigation 
related to the travel agency commission cap implemented by the 
Company in February 1995.

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

       Galileo raised a portion of the proceeds used to purchase
ATS through the completion of an initial public offering of
16,799,700 shares of its common stock, representing 16.0% of its
economic interest, at $24.50 per share for net proceeds of
approximately $390 million.  This transaction resulted in a
reduction of the Company's ownership in Galileo from 38% to 32%.
In accordance with the Company's policy of recognizing gains or
losses on the sale of a subsidiary's stock based on the
difference between the offering price and the Company's carrying
amount of such stock, the Company recognized a pre-tax gain of
$103 million during the third quarter.  Pursuant to Statement of
Financial Accounting Standards No. 109, the Company also recorded
$40 million of deferred taxes related to this gain.

        In connection with the sale, United entered into an
additional services agreement under which the Company will
provide certain marketing and other services designed to increase
the competitiveness of Galileo's business and to generate
additional bookings and revenues for Galileo.  Under this
agreement, United could receive up to $154 million (on a present
value basis) in the sixth year following the sale, based on
specified improvements in air booking revenues over a five-year
period.

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

LABOR AGREEMENTS AND WAGE ADJUSTMENTS
- - -------------------------------------
      Both the Air Line Pilots Association, International
("ALPA") and the International Association of Machinists and
Aerospace Workers ("IAM") ratified previously announced mid-term
wage adjustments.  Included in the agreements were a 5% increase
to wage rates for each union group in July 1997 and a second 5%
increase in July 1998.  Further, the agreement with ALPA calls
for a corresponding 5% increase in both 1997 and 1998 to "book
rates" (book rates are used to compute certain other employee
benefits), and the agreement with the IAM provided for lump sum
payments for all IAM employees and increases in hourly license
premium and skill pay for mechanics.  These agreements also
provide for restoration of wage rates for the two groups in the
year 2000 to levels that existed prior to the recapitalization in
July 1994, as well as restoration of the Company's contribution
to the pilots' defined contribution plan from its current rate of
1% to its pre-ESOP rate of 9% in the year 2000.

      In March 1997, the Company also announced the details of
mid-term wage adjustments for non-union United States salaried
and management employees.  Salaried employees received a 5% base
salary increase in July 1997, as well as a lump-sum payment.
They will also receive a 5% increase in July 1998.  In addition,
salaried employees hired on or after February 1, 1994 will
receive two additional annual 3.5% pay increases.  Management
employees received a 4% increase in July 1997 and will receive an
additional 4% increase in July 1998, and management employees not
participating in the Company's Incentive Compensation Plan will
participate in a three-year profit-sharing plan that could pay an
additional amount in 1998, 1999 and 2000, if the Company meets
specific pre-tax earnings objectives in 1997, 1998 and 1999,
respectively.  Depending on financial results, the maximum profit
sharing payout is 3.75% of annual wages.

      On October 1, 1997, the Association of Flight Attendants
("AFA") ratified a previously announced agreement on a new
contract which will remain in effect through March 1, 2006.
Included in the contract are lump sum payments of 7% in December
1997, 4% in December 1998 and December 1999, and 5% in 2001,
2003 and 2005; as well as minimum 2% wage increases in 2000,
2002 and 2004.  Additionally, the contract includes a series of
arbitrations beginning in 2001 which can award additional
compensation increases, subject to meeting Vision 2000 goals as
discussed below.  The agreement also provides for benefits and
work rule changes and a number of service quality and
productivity enhancements designed to help the Company achieve
its customer satisfaction objectives.

      The wage, benefit and work-rule adjustments outlined above
are consistent with the Company's objective, known as Vision
2000, to put employee compensation costs on a competitive level
with peer group compensation elsewhere in the industry at the
conclusion of the agreements outlined above.  The ultimate cost
to the Company of Vision 2000, particularly given that peer group
compensation is subject to change between now and the conclusion
of the agreements, is not determinable.  However, the Company
expects the aggregate after-tax cost of the wage and benefit
adjustments outlined above to be approximately $100 million in
1997.  Further, as a result of these changes, the Company expects
that its annual Salaries and related costs will increase at a
faster rate than its major competitors from now through the year
2000.

TENTATIVE AGREEMENT WITH ALPA ON REGIONAL JETS
- - ----------------------------------------------
      During September 1997, United and ALPA reached a tentative
agreement on the issue of regional jets that allows air carriers
operating under the United Express program to purchase and fly
those jets (with restrictions) and provides job security for
United's pilots.  The agreement is subject to ratification by
ALPA's pilots and the result of the vote is scheduled to be
released on November 18.

OUTLOOK FOR 1997
- - ----------------
      Fourth quarter 1997 available seat miles are expected to
grow 4% year over year, with a nearly 7% increase in
international markets and 2% in domestic capacity.  Year over
year traffic growth is expected to be at 3%.  With a modest
increase in yield, system revenue per available seat mile is
expected to increase 2% from last year's fourth quarter.  Fourth
quarter unit costs excluding the ESOP compensation expense are
expected to decrease slightly from last year, assuming a lower
average fuel price for the fourth quarter from last year.

      Assuming a lower average fuel price for the fourth
quarter, and a continuing positive airline industry and general
economic environment for the fourth quarter, the Company expects
fourth quarter 1997 "fully distributed" earnings per share to
exceed last year's fourth quarter earnings per share and full
year "fully distributed" earnings per share to exceed those for
1996 (see "Results of Operations, Summary of Results" for
further explanation of this pro forma methodology).

      The information included in the previous paragraphs 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, load factors,
revenues, unit revenues, unit costs and earnings per share
include the airline pricing environment, the effect of the U.S.
excise tax on travel, fuel prices, low-fare carrier expansion,
the timing of aircraft deliveries by manufacturers, the success
of the Company's cost reduction efforts, the cost of safety and
security measures, actions of the U.S., foreign and local
governments, foreign currency exchange rate fluctuations, the
price of UAL common stock, the timing of the Company's common
stock repurchase program, inflation, the economic environment of
the airline industry, the general economic environment, and
other factors discussed herein.



 
                  PART II.  OTHER INFORMATION
                   ---------------------------


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

GEC-Marconi Claim.  --  As reported in the Form 10-Q filing for
UAL Corporation ("UAL") for the quarter ended June 30, 1997, 
United Air Lines, Inc. ("United") filed suit on April 4, 1996 in 
the Circuit Court of Cook County, Illinois, Law Division, against 
GEC-Marconi Inflight Systems Overseas, Ltd. ("GMIS"), its Boeing 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 Boeing 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 sought injunctive relief 
to enforce the alleged "agreement" and prevent United from obtaining 
substitute goods from other vendors.  

     On December 23, 1996, United filed an amended complaint, and 
GMIS filed an amended counterclaim on December 31, 1996.  The parties 
exchanged preliminary discovery documents.  Each party subsequently 
filed a motion to dismiss the respective amended complaint and 
counterclaim.  The court heard oral arguments on both motions to dismiss.

     On May 12, 1997, GMIS and GMIS, Inc. filed suit in the U.S.
District Court for the Northern District of Illinois against
United claiming copyright infringement, misappropriation of trade
secrets and unfair competition as a result of United's alleged
unlawful copying of certain cable drawings which it then provided
to a cable manufacturer.  The complaint sought injunctive relief
(including the return of any proprietary information), actual,
exemplary and punitive damages and attorneys fees.  The parties then 
engaged in comprehensive settlement negotiations.  

     On September 2, 1997, the parties to the state action and
the federal action entered into a comprehensive settlement
agreement, resulting in the dismissal of both the state and
federal actions, and a release of all claims against the parties
to the action.  The lawsuits have been terminated.




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

         (a) Exhibits
     
             A list of exhibits included as part of this Form 10-Q is
             set forth in an Exhibit Index which immediately precedes
             such exhibits.
     
         (b) Form 8-K dated July 21, 1997 to report a cautionary
             statement for purposes of the "Safe Harbor for Forward-
             Looking Statements" provision of the Private Securities
             Litigation Reform Act of 1995.
     
             Form 8-K dated September 18, 1997 to report a press
             release in which United Air Lines, Inc., the principal
             subsidiary of registrant, announced changes to travel
             agent commission structure.
     
             Form 8-K dated October 28, 1997 to report a cautionary
             statement for purposes of the "Safe Harbor for Forward-
             Looking Statements" provision of the Private Securities
             Litigation Reform Act of 1995.
     



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/ Douglas A. Hacker
                                        ---------------------
                                        Douglas A. Hacker
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (principal financial and
                                        accounting officer)




Dated:  November 6, 1997




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

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

10.1           UAL Corporation 1995 Directors Plan, as amended
               June 26, 1997.

10.2           UAL Corporation Incentive Compensation Plan, as
               amended September 18, 1997.

10.3           Sixth Amendment to UAL Corporation Employee Stock
               Ownership Plan, as amended August 11, 1997.

10.4           Sixth Amendment to UAL Corporation Supplemental
               ESOP, as amended August 11, 1997.

10.5           Employment Agreement between UAL Corporation,
               United Air Lines, Inc. and Joseph R. O'Gorman.

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
                                                     ------------
                                        


              UAL CORPORATION 1995 DIRECTORS PLAN
              -----------------------------------
                    as amended June 26, 1997




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

                                                            Page No.
                                                            -------
1.   General                                                   1

     1.1  Purpose, History and Effective Date                  1
     1.2  Participation                                        1
     1.3  Administration                                       1
     1.4  Shares Subject to the Plan                           2
     1.5  Compliance with Applicable Laws                      2
     1.6  Director and Shareholder Status                      3
     1.7  Definition of Fair Market Value                      3
     1.8  Source of Payments                                   3
     1.9  Nonassignment                                        3
     1.10 Elections                                            3

2.   Awards                                                    3

     2.1  Formula Stock Awards                                 3
     2.2  Deferred Stock Units                                 4

3.   Receipt of Stock in Lieu of Eligible Cash Fees            4

     3.1  Election to Receive Stock                            4
     3.2  Revocation of Election to Receive Stock              5 
     3.3  Election Pursuant to Retirement Plan Resolutions     5 
     3.4  Equivalent Amount of Stock                           5

4.   Deferral Elections                                        6

     4.1  Deferrals of Fees                                    6
     4.2  Deferral of Stock Awards and Deferred Stock Units    7
     4.3  Crediting and Adjustment of Deferred Amounts         8
     4.4  Payment of Deferred Compensation Account            10
     4.5  Payments in the Event of Death                      11
     4.6  Multiple Distribution Dates                         11

5.   Amendment and Termination                                12


                         UAL CORPORATION
                       1995 DIRECTORS PLAN
                       -------------------

                            SECTION 1
                            ---------

                             General
                             -------

     1.1.  Purpose, History and Effective Date.  UAL Corporation
(the "Company") maintains the UAL Corporation 1992 Stock Plan for
Outside Directors (the "Prior Plan") which provides certain
benefits to non-employee
 directors of the Company.  In order to
(i) encourage stock ownership by directors to further align their
interests with those of the stockholders of the Company, while at
the same time providing flexibility for directors who, due to
their individual circumstances, may be unable to take stock in
lieu of cash compensation, and (ii) add certain deferral features
for fees and stock awards and other items of cash compensation as
determined by the Board of Directors, the Company has authorized
a variety of compensation alternatives, including those set forth
in the Prior Plan, that will be available to Outside Directors
under a new plan to be known as the UAL Corporation 1995
Directors Plan (the "Plan").  The Plan and any and all amendments
thereto shall be effective immediately upon the respective
approval thereof by the Board of Directors, except that
subsections 1.4, 1.5, 1.7, 1.8, 2.1, 3.1, 3.2 and 3.4 and all
references to Stock Awards, Stock Deferrals and the Company Stock
Subaccount shall be effective on July 3, 1995 (the "Effective
Date").  Upon the Effective Date the Prior Plan shall be
terminated (with prior stock deferrals thereunder being treated
as deferrals under subsection 4.2 of the Plan).

     1.2.  Participation.  Only Outside Directors shall be
eligible to participate in the Plan.  As of any applicable date,
an "Outside Director" is a person who is serving as a director of
the Company who is not an employee of the Company or any
subsidiary of the Company as of that date.

     1.3.  Administration.  The authority to manage and control
the operation and administration of the Plan shall be vested in
the Executive Committee of the Board (the "Committee").  Subject
to the limitations of the Plan, the Committee shall have the sole
and complete authority to:

     (a)  interpret the Plan and to adopt, amend and rescind
          administrative guidelines and other rules and
          regulations relating to the Plan;
     
     (b)  correct any defect or omission and to reconcile any
          inconsistency in the Plan or in any payment made
          hereunder; and

     (c)  to make all other determinations and to take all other
          actions necessary or advisable for the implementation
          and administration of the Plan.

The Committee's determinations on matters within its control
shall be conclusive and binding on the Company and all other
persons.  Notwithstanding the foregoing, no member of the
Committee shall act with respect to the administration of the
Plan except to the extent consistent with the exempt status of
the Plan under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3").

     1.4.  Shares Subject to the Plan.  Shares of stock which may
be distributed under the plan are shares of common stock of the
Company, par value $.01 per share ("Stock").  The shares of Stock
which shall be available for distribution pursuant to the Plan
shall be treasury shares (including, in the discretion of the
Company, shares purchased in the open market).  The number of
shares of Stock to be distributed pursuant to Outside Directors'
elections to receive shares of Stock in lieu of Eligible Cash
Fees (as described in subsection 3.1) shall be determined in
accordance with Section 3.  The number of shares of Stock to be
distributed pursuant to awards of Deferred Stock Units (as
described in subsection 2.2) shall be determined in accordance
with subsection 2.2.  The number of shares of Stock to be
distributed pursuant to Outside Directors' Deferral Elections (as
described in Section 4) shall be determined in accordance with
Section 4.  The number of shares of Stock which are available for
awards under subsection 2.1 shall be 78,800 (1); provided, however,
that:

- - -----

(1) Reflects adjustment to shares issuable under the Plan after
giving effect to the stock split in the form of a 300% stock
dividend effective as of that date and the issuance of 300 shares
prior to that date.

- - -----

     (a)  in the event of any merger, consolidation,
          reorganization, recapitalization, spinoff, stock split,
          reverse stock split, rights offering, exchange or other
          change in the corporate structure or capitalization of
          the Company affecting the Stock, the number and kind of
          shares of Stock available for awards under Section 2
          and the annual awards of Stock and Deferred Stock Units
          provided thereunder shall be equitably adjusted in such
          manner as the Committee shall determine in its sole
          judgment;

     (b)  in determining what adjustment, if any, is appropriate
          pursuant to paragraph (a), the Committee may rely on
          the advice of such experts as they deem appropriate,
          including counsel, investment bankers and the
          accountants of the Company; and

     (c)  no fractional shares shall be granted or authorized
          pursuant to any adjustment pursuant to paragraph (a),
          although cash payments may be authorized in lieu of
          fractional shares that may otherwise result from such
          an equitable adjustment.

     1.5.  Compliance with Applicable Laws.  Notwithstanding any
other provision of the Plan, the Company shall have no obligation
to deliver any shares of Stock under the Plan unless such
delivery would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity.  Prior
to the delivery of any shares of Stock under the Plan, the
Company may require a written statement that the recipient is
acquiring the shares for investment and not for the purpose or
with the intention of distributing the shares.  If the
redistribution of shares is restricted pursuant to this
subsection 1.5, the certificates representing such shares may
bear a legend referring to such restrictions.

     1.6.  Director and Shareholder Status.  The Plan will not
give any person the right to continue as a director of the
Company, or any right or claim to any benefits under the Plan
unless such right or claim has specifically accrued under the
terms of the Plan.  Participation in the Plan shall not create
any rights in a director (or any other person) as a shareholder
of the Company until shares of Stock are registered in the name
of the director (or such other person).

     1.7.  Definition of Fair Market Value.  The "Fair Market
Value" of a share of Stock on any date shall be equal to the
average of the high and low prices of a share of Stock reported
for New York Stock Exchange Composite Transactions for the
applicable date or, if there are no such reported trades for such
date, for the last previous date for which trades were reported.

     1.8.  Source of Payments.  Except for Stock actually
delivered pursuant to the Plan, the Plan constitutes only an
unfunded, unsecured promise of the Company to make payments or
awards to directors (or other persons) or deliver Stock in the
future in accordance with the terms of the Plan.

     1.9.  Nonassignment.  Neither a director's nor any other
person's rights to payments or awards under the Plan are subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by
creditors of the director.

    1.10.  Elections.  Any notice or document required to be filed
with the Committee under the Plan will be properly filed if
delivered or mailed by registered mail, postage prepaid, to the
Committee, in care of the Company, at the Company's principal
executive offices.  The Committee may, by advance written notice
to affected persons, revise such notice procedure from time to
time.  Any notice required under the Plan may be waived by the
person entitled thereto.


                           SECTION 2
                           ---------

                             Awards
                             ------

     2.1.  Formula Stock Awards.  As of the first business day of
January each year after the Effective Date each Outside Director
shall be awarded 400 (2) shares of Stock ("Stock Award").

- - -----

(2) Reflects adjustment to the 100 shares originally authorized
after giving effect to the stock split in the form of a 300%
stock dividend effective as of May 6, 1996.

- - -----

     2.2.  Deferred Stock Units.

     (a)  As of December 31, 1997, and each December 31st
          thereafter, each person who was an Outside Director at
          any time during the calendar year ended that date shall
          be awarded a fixed number of deferred stock units (each
          such unit representing the right to receive a share of
          Stock at a future date) ("Deferred Stock Units") equal
          to the sum of (i) 139 (i.e., the result obtained by
          dividing $8,500 by the average Fair Market Value of a
          share of Stock for the twenty consecutive trading days
          ending December 31, 1996, and rounding to the nearest
          whole number), and (ii) the result obtained by dividing
          $2,200 by the average Fair Market Value of a share of
          Stock for the twenty consecutive trading days ending
          December 31, 1997, and rounding to the nearest whole
          number.
     
     (b)  Beginning December 31, 1998, and on each December 31
          thereafter, the amount of Deferred Stock Units awarded
          pursuant to the preceding paragraph (a) shall be
          increased by the number of Deferred Stock Units
          determined pursuant to clause (ii) of the preceding
          paragraph (a).
     
Notwithstanding the foregoing, the number of Deferred Stock Units
awarded to an Outside Director who is not an Outside Director for
the entire calendar year shall be prorated based on the number of
whole calendar months he or she was an Outside Director during
such calendar year.


                           SECTION 3
                           ---------

         Receipt of Stock in Lieu of Eligible Cash Fees
         ----------------------------------------------

     3.1.  Election to Receive Stock.  Subject to the terms and
conditions of the Plan, including subsection 3.3, each Outside
Director may elect to forego receipt of all or any portion of the
Eligible Cash Fees (as defined below) payable to him or her
during 1995 following the Effective Date (or payable during 1995
prior to the Effective Date and subject to a Deferral Election
made in accordance with Section 4) and during any calendar year
thereafter and instead to receive whole shares of Stock of
equivalent value to the Eligible Cash Fees so foregone
(determined in accordance with subsection 3.4).  An election
under this subsection 3.1 to have Eligible Cash Fees paid in
shares of Stock shall be valid only if it is in writing, signed
by the Outside Director, and filed with the Committee in
accordance with uniform and nondiscriminatory rules adopted by
the Committee but, in any event:
     
     (a)  at least six months prior to any date in 1995
          following the Effective Date or, except as provided in
          subsection 3.3 below, subsequent years in which such
          Eligible Cash Fees would otherwise be payable; and

     (b)  prior to January 1, 1995 with respect to any amounts
          payable during 1995 prior to the Effective Date and
          deferred pursuant to a Deferral Election made in
          accordance with Section 4.

For purposes of the Plan, the term "Eligible Cash Fees" means the
retainer fees, meeting fees, committee fees, committee chair
fees, and any other items of cash compensation as designated by
the Board of Directors that would otherwise be payable to the
Outside Director by the Company in cash as established, from time
to time, by the Board or any committee thereof, including without
limitation, the amounts credited to an Outside Director's
Deferred Compensation Account (as hereinafter defined) pursuant
to resolutions (the "Retirement Plan Resolutions") adopted by the
Board on September 26, 1996 in respect of the cessation of
benefit accruals under the UAL Corporation Retirement Plan for
Outside Directors (the "Retirement Plan").
     
     3.2.  Revocation of Election to Receive Stock.  Once
effective, an election pursuant to subsection 3.1 to receive
Stock shall remain in effect for successive calendar years until
it is revised or revoked.  Any such revision or revocation shall
be in writing, signed by the Outside Director and filed with the
Committee and shall be effective, as to Eligible Cash Fees
payable for services rendered during the calendar year next
following the date on which it is received by the Committee, or
such later date specified in such notice; provided, however, that
no revision or revocation shall be effective, as to any Eligible
Cash Fees otherwise receivable, prior to six months from the date
it is made.

     3.3.  Election Pursuant to Retirement Plan Resolutions.
If no election to have Eligible Cash Fees which have been
credited to an Outside Director's Deferred Compensation Account
pursuant to the Retirement Plan Resolutions deferred in the form
of cash is received on or before December 1, 1996, such Outside
Director shall automatically be deemed to have elected to have
such fees deferred in the form of Stock.

     3.4.  Equivalent Amount of Stock.
     
     (a)  The number of whole shares of Stock to be distributed
          to any Outside Director, or credited to his or her
          Deferred Compensation Account (as defined in subsection
          4.3) pursuant to a Deferral Election made in accordance
          with Section 4, by reason of his or her election
          pursuant to subsection 3.1 to receive Stock in lieu of
          Eligible Cash Fees or pursuant to subsection 3.3 shall
          be equal to:

          (i)  the amount of the Eligible Cash Fees which the Outside
               Director has elected to have paid to him or her in
               shares of Stock or credited to his or her Company
               Stock Subaccount (as defined in subsection 4.3);

          DIVIDED BY

         (ii)  (A)the Fair Market Value of a share of Stock
               as of the date on which such Eligible Cash Fees
               would otherwise have been payable to the Outside
               Director or (B) in the case of Eligible Cash Fees
               credited pursuant to the Retirement Plan
               Resolutions, the average Fair Market Value of a
               share of Stock for the twenty consecutive trading
               days ending December 31, 1996.

     (b)  The Fair Market Value of any fractional share shall
          be paid to the Outside Director in cash; provided,
          however, that fractional shares subject to a Deferral
          Election filed in accordance with subsection 4.1 shall
          be deferred and credited to the Company Stock Subaccount.


                           SECTION 4
                           ---------

                       Deferral Elections
                       ------------------

     4.1.  Deferrals of Fees.
           
     (a)  General.  Subject to the terms and conditions of the
          Plan, each Outside Director, by filing a written
          "Deferral Election" with the Committee in accordance
          with uniform and nondiscriminatory rules adopted by the
          Committee, may elect to defer the receipt of all or any
          portion of the Eligible Cash Fees otherwise payable to
          him or her for a calendar year commencing on or after
          January 1, 1995 (including any Eligible Cash Fees that
          he or she has elected to receive in Stock pursuant to
          Section 3) until a future date (the "Distribution
          Date") specified by the Outside Director in his or her
          Deferral Election as of which payment of his or her
          Deferred Compensation Account attributable to amounts
          deferred pursuant to his or her Deferral Election shall
          commence in accordance with subsection 4.4; provided,
          however, that in no event shall the Distribution Date
          elected pursuant to this subsection 4.1(a) be different
          from the Distribution Date, if any, elected by the
          Outside Director pursuant to subsection 4.2.  If no
          Distribution Date is specified in an Outside Director's
          Deferral Election or has otherwise been elected by the
          Outside Director pursuant to subsection 4.2, the
          Distribution Date shall be deemed to be the first
          business day in January of the year following the date
          on which the Outside Director ceases to be a director
          of the Company for any reason. An Outside Director's
          Deferral Election shall be effective with respect to
          Eligible Cash Fees (including any Eligible Cash Fees
          that he or she has elected to receive in Stock pursuant
          to Section 3) otherwise payable to him or her for
          services rendered after the last day of the calendar
          year in which such election is filed with the
          Committee; provided, however, that except as provided
          in subsection 4.1(b):

          (i)  a Deferral Election which is filed within 30 days of 
               the date on which a director first becomes an Outside
               Director shall be effective with respect to all
               Eligible Cash Fees (including any Eligible Cash
               Fees that he or she has elected to receive in
               Stock pursuant to Section 3) otherwise payable to
               him or her after the date of the Deferral Election; and

         (ii)  by notice filed with the Committee in accordance
               with uniform and nondiscriminatory rules
               established by it, a director may terminate or
               modify any Deferral Election as to Eligible Cash
               Fees payable for services rendered after the last
               day of the calendar year in which such notice is
               filed with the Committee; provided, however, that
               no modification may be made to the Distribution
               Date unless the Outside Director shall file such
               notice with the Committee at least one year prior
               thereto.

Notwithstanding the provisions of paragraph (ii) next above, the
Committee may, in its sole discretion, after considering all of
the pertinent facts and circumstances, approve a change to the
Distribution Date which is requested by an Outside Director less
than one year prior thereto.

     (b)  Deferral of Eligible Cash Fees Credited Pursuant to
Retirement Plan Resolutions and Section 2.2.

          A Deferral Election shall be deemed to have been made
          and be effective automatically without the requirement of a
          written Deferral Election for the Eligible Cash Fees credited to
          the Plan pursuant to (i) the Retirement Plan Resolutions, the
          deferral of which is mandatory pursuant to the terms of such
          resolutions, and (ii) Section 2.2, the deferral of which is
          mandatory.  The Distribution Date for such deferrals shall not be
          different than the Distribution Date selected pursuant to
          subsections 4.1(a) and 4.2; provided that in no event shall the
          Distribution Date for such Eligible Cash Fees be earlier than the
          first business day in January of the year following the date on
          which the Outside Director ceases to be a director of the Company
          for any reason.  In no event shall the Distribution Date pursuant
          to this subsection 4.1(b) be different from the Distribution Date
          for Deferred Stock Units pursuant to subsection 4.2.

     4.2.  Deferral of Stock Awards and Deferred Stock Units.
Subject to the terms and conditions of the Plan, each Outside
Director, by filing a written "Stock Deferral Election" with the
Committee in accordance with uniform and nondiscriminatory rules
adopted by the Committee, may elect to defer the receipt of all
or any portion of the Stock Award which is otherwise to be made
to him or her for 1996 and subsequent years until the
Distribution Date; provided, however, that if no Distribution
Date has been elected (or is deemed to have been elected)
pursuant to subsection 4.1, the "Distribution Date" shall be the
date specified by the Outside Director in his or her Stock
Deferral Election or, if no such date is specified, the first
business day in January of the year following the date on which
the Outside Director ceases to be a director of the Company for
any reason.  An Outside Director's Stock Deferral Election shall
be effective with respect to Stock Awards otherwise to be made to
him or her pursuant to subsection 2.1 after the last day of the
calendar year in which such election is filed with the Committee;
provided, however, that by notice filed with the Committee in
accordance with uniform and nondiscriminatory rules established
by it, an Outside Director may terminate or modify any Stock
Deferral Election as to Stock Awards to be made after the last
day of the calendar year in which such notice is filed with the
Committee.  No modification may be made to the Distribution Date
unless the Outside Director shall file such notice with the
Committee at least one year prior thereto.  Notwithstanding the
provisions of this section, the Committee may, in its sole
discretion, after considering all of the pertinent facts and
circumstances, approve a change to the Distribution Date which is
requested by an Outside Director less than one year prior
thereto.  The Distribution Date for Deferred Stock Units awarded
pursuant to subsection 2.2 shall be established, and may be
modified, in the same manner as the Distribution Date for Stock
Awards as provided in this subsection 4.2; provided that in no
event shall the Distribution Date for Deferred Stock Units be
earlier than the first business day in January of the year
following the date on which the Outside Director ceases to be a
director of the Company for any reason.  Subject to the proviso
to the preceding sentence, the Distribution Date for Deferred
Stock Units awarded pursuant to subsection 2.2 shall be the same
as the Distribution Date, if any, for Stock Awards pursuant to
this subsection 4.2.

     4.3.  Crediting and Adjustment of Deferred Amounts.  The
amount of any Eligible Cash Fees (including any Eligible Cash
Fees that he or she has elected to receive in Stock pursuant to
Section 3) deferred pursuant to subsection 4.1 or the Retirement
Plan Resolutions ("Deferred Compensation"), and the amount of any
Stock Award deferred by an Outside Director pursuant to a Stock
Deferral Election and any Deferred Stock Unit (each, a "Stock
Deferral"), shall be credited to a bookkeeping account maintained
by the Company in the name of the Outside Director (the "Deferred
Compensation Account"), which account shall consist of two
subaccounts, one known as the "Cash Subaccount" and the other as
the "Company Stock Subaccount."  Any Stock Deferrals and Eligible
Cash Fees that the Outside Director has elected or is deemed to
have elected to receive in Stock pursuant to Section 3 and which
he or she has also elected to defer pursuant to subsection 4.1 or
is required to defer pursuant to subsection 2.2 or the Retirement
Plan Resolutions shall be credited to his or her Company Stock
Subaccount.  Any other Deferred Compensation shall be credited to
his or her Cash Subaccount.  An Outside Director's Deferred
Compensation Account shall be adjusted as follows:

     (a)  As of the first day of February, May, August and
          November, and as of July 3, 1995 (each such date
          referred to herein as an "Accounting Date"), the
          Outside Director's Cash Subaccount shall be adjusted as
          follows:

          (i)  first, the amount of any distributions made since
               the last preceding Accounting Date and
               attributable to the Cash Subaccount shall be
               charged to the Cash Subaccount;

         (ii)  next, the balance of the Cash Subaccount after
               adjustment in accordance with subparagraph (i)
               above shall be credited with interest for the
               period since the last preceding Accounting Date
               computed at the prime rate as reported by The Wall
               Street Journal for the current Accounting Date, or
               if such date is not a business day, for the next
               preceding business day, except that, for the
               February 1, 1997 Accounting Date, the portion of
               the Cash Subaccount representing amounts credited
               pursuant to the last sentence of this paragraph
               (a) shall be credited with interest for only the
               period since December 31, 1996;
          
        (iii)  next, on the Accounting Date occurring on July 3,
               1995, the balance in the Cash Subaccount shall be
               charged with a distribution equal to that portion
               of the balance in the Cash Subaccount which is
               attributable to Eligible Cash Fees payable prior
               to the Effective Date which the Outside Director
               has elected to receive in Stock pursuant to
               Section 3 and which were credited to the Cash
               Subaccount pursuant to the Outside Director's
               Deferral Election (as adjusted in accordance with
               the terms of the Plan through July 3, 1995); and
          
         (iv)  finally, after adjustment in accordance with the
               foregoing provisions of this paragraph (a), the
               Cash Subaccount shall be credited with the portion
               of the Deferred Compensation or Supplemental
               Benefit (as defined in the Retirement Plan
               Resolutions) otherwise payable to the Outside
               Director since the last preceding Accounting Date
               or, in the case of the Accounting Date occurring
               on February 1, 1995, subsequent to January 1,
               1995, which is to be credited to the Cash
               Subaccount, excluding amounts previously credited
               pursuant to the following sentence.
          
In addition, as of the close of business on December 31, 1996,
the Cash Subaccount shall be credited with the Eligible Cash Fees
to be credited to such account pursuant to the Retirement Plan
Resolutions which the Outside Director has elected to receive in
cash.

     (b)  The Outside Director's Company Stock Subaccount shall
          be adjusted as follows:

          (i)  as of the Effective Date, the Company Stock
               Subaccount shall be credited with that number of
               stock units ("Stock Units") which is equal to the
               amount charged to the Cash Subaccount as of that
               date pursuant to subparagraph (a) (iii) next
               above, divided by the Fair Market Value of a share
               of Stock as of the Effective Date;
          
         (ii)  as of any date on or after the Effective Date on
               which Eligible Cash Fees would have been payable
               to the Outside Director in Stock but for his or
               her Deferral Election, and as of December 31,
               1996, in the case of the Eligible Cash Fees
               credited pursuant to the Retirement Plan
               Resolutions which the Outside Director has elected
               to take in Stock pursuant to Section 3, the
               Company Stock Subaccount shall be credited with a
               number of Stock Units equal to the number of
               shares of Stock (including any fractional shares)
               to which he or she would have been entitled
               pursuant to Section 3;
          
        (iii)  as of the date on which a Stock Award would be
               made to the Outside Director pursuant to
               subsection 2.1 but for his or her Stock Deferral
               Election, the Company Stock Subaccount shall be
               credited with a number of Stock Units equal to the
               number of shares of Stock that would have been
               awarded to the Outside Director as of such date
               but for his or her Stock Deferral Election;
          
         (iv)  as of December 31, 1997, and each December 31st
               thereafter, the Company Stock Subaccount shall be
               credited with a number of Stock Units equal to the
               number of Deferred Stock Units awarded pursuant to
               subsection 2.2;
          
          (v)  as of the date on which shares of Stock are
               distributed to the Outside Director in accordance
               with subsection 4.4 below, the Company Stock
               Subaccount shall be charged with an equal number
               of Stock Units; and
          
         (vi)  as of the record date for any dividend paid on
               Stock, the Company Stock Subaccount shall be
               credited with that number of additional Stock
               Units which is equal to the number obtained by
               multiplying the number of Stock Units then
               credited to the Company Stock Subaccount by the
               amount of the cash dividend or the fair market
               value (as determined by the Board of Directors) of
               any dividend in kind payable on a share of Stock
               and dividing that product by the then Fair Market
               Value of a share of Stock.

In the event of any merger, consolidation, reorganization, 
recapitalization, spinoff, stock split, reverse stock split, 
rights offering, exchange or other change in the corporate 
structure or capitalization of the Company affecting the Stock, 
each Outside Director's Company Stock Subaccount shall be equitably 
adjusted in such manner as the Committee shall determine in its sole
judgment.

     4.4.  Payment of Deferred Compensation Account.  Except as
otherwise provided in this subsection 4.4 or subsection 4.5, the
balances credited to the Cash Subaccount and Company Stock
Subaccount of an Outside Director's Deferred Compensation Account
shall each be payable to the Outside Director in 10 annual
installments commencing as of the Distribution Date and
continuing on each annual anniversary thereof.  Notwithstanding
the foregoing, an Outside Director may elect, by filing a notice
with the Committee at least one year prior to the Distribution
Date, to change the number of payments to a single payment or to
any number of annual payments not in excess of ten.  Each such
payment shall include a cash portion, if applicable, and a Stock
portion, if applicable, as follows:

     (a)  The cash portion to be paid as of the Distribution Date
          or any anniversary thereof and charged to the Cash
          Subaccount shall be equal to the balance of the Cash
          Subaccount multiplied by a fraction, the numerator of
          which is one and the denominator of which is the number
          of remaining payments to be made, including such
          payment.

     (b)  The Stock portion to be paid as of the Distribution
          Date or any anniversary thereof and charged to the
          Company Stock Subaccount shall be distributed in whole
          shares of Stock, the number of shares of which shall be
          determined by rounding to the next lower integer the
          product obtained by multiplying the number of Stock
          Units then credited to the Outside Director's Company
          Stock Subaccount by a fraction, the numerator of which
          is one and the denominator of which is the number of
          remaining payments to be made, including such payment.
          The Fair Market Value of any fractional share of Stock
          remaining after all Stock distributions have been made
          to the Outside Director pursuant to this paragraph (b)
          shall be paid to the Outside Director in cash.

Notwithstanding the foregoing, the Committee, in its sole
discretion, may distribute all balances in any Deferred
Compensation Account to an Outside Director (or former Outside
Director) in a lump sum as of any date.  Notwithstanding the
foregoing, the Committee, in its sole discretion, may distribute
all of an Outside Director's Company Stock Subaccount to such
Outside Director (or former Outside Director) in a lump sum as of
any date or, if requested by an Outside Director who has elected
to receive a lump sum, the Committee, in its sole discretion, may
distribute all balances in any Deferred Compensation Account to
an Outside Director (or former Outside Director) in installments
satisfying this subsection 4.4 as requested by the Outside
Director (or former Outside Director).

     4.5.  Payments in the Event of Death.  If an Outside Director
dies before payment of his or her Deferred Compensation Account
commences, all amounts then credited to his or her Deferred
Compensation Account shall be distributed to his or her
Beneficiary (as described below), as soon as practicable after
his or her death, in a lump sum.  If an Outside Director dies
after payment of his or her Deferred Compensation Account has
commenced but before the entire balance of such account has been
distributed, the remaining balance thereof shall be distributed
to his or her Beneficiary, as soon as practicable after his or
her death, in a lump sum.  Any amounts in the Cash Subaccount
shall be distributed in cash and any amounts in the Company Stock
Subaccount shall be distributed in whole shares of Stock
determined in accordance with subsection 4.4(b), and the Fair
Market Value of any fractional share of Stock shall be
distributed in cash.  For purposes of the Plan, the Outside
Director's "Beneficiary" is the person or persons the Outside
Director designates, which designation shall be in writing,
signed by the Outside Director and filed with the Committee prior
to the Outside Director's death.  A Beneficiary designation shall
be effective when filed with the Committee in accordance with the
preceding sentence.  If more than one Beneficiary has been
designated, the balance in the Outside Director's Deferred
Compensation Account shall be distributed to each such
Beneficiary per capita (with cash distributed in lieu of any
fractional share of Stock).  In the absence of a Beneficiary
designation or if no Beneficiary survives the Outside Director,
the Beneficiary shall be the Outside Director's estate.

     4.6.  Multiple Distribution Dates.  If, as a result of the
applicable proviso to the penultimate sentence of subsection
4.1(b) or 4.2 (the "Multiple Distribution Date Rules"), there
shall be more than one Distribution Date for an Outside
Director's Cash Subaccount or Company Stock Subaccount, then the
Company shall take all steps reasonably practicable to divide the
respective subaccount into two separate subaccounts, so that the
credits, charges and payments related to the different
Distribution Dates are kept separate.  In the event an Outside
Director has attempted to elect more than one Distribution Date
pursuant to the provisions of subsections 4.1 and 4.2 (other than
under the circumstances contemplated by the preceding sentence),
the following rules of construction shall apply:

     (a)  the most recent Distribution Date election
          received by the Company in accordance with the Plan
          shall constitute a revocation of all prior Distribution
          Date elections; and

     (b)  with respect to contemporaneous elections,
          elections made pursuant to subsection 4.2 shall take
          precedence over elections made pursuant to subsection
          4.1, elections made pursuant to subsection 4.1(a) shall
          take precedence over elections made pursuant to
          subsection 4.1(b), and elections made with respect to
          Stock Awards shall take precedence over elections made
          with respect to Deferred Stock Units.


                           SECTION 5
                           ---------

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

     While the Company expects and intends to continue the Plan,
the Board of Directors of the Company reserves the right to, at
any time and in any way, amend, suspend or terminate the Plan;
provided, however, that no amendment, suspension or termination
shall:

     (a)  be made without shareholder approval to the extent such
          approval is required by law, agreement or the rules of
          any exchange or automated quotation system upon which
          the Stock is listed or quoted;

     (b)  except as provided in subsection 4.4 (relating to lump
          sum payments of amounts held in an Outside Director's
          Deferred Compensation Account) or this Section 5,
          materially alter or impair the rights of an Outside
          Director under the Plan without the consent of the
          Outside Director with respect to rights already accrued
          hereunder; or

     (c)  make any change that would disqualify the Plan or any
          other plan of the Company intended to be so qualified
          from the exemption provided by Rule 16b-3 under the
          Securities Exchange Act of 1934, as amended.





                                                     Exhibit 10.2
                                                     ------------
                                                       As Amended
                                               September 18, 1997


                         UAL CORPORATION

                   INCENTIVE COMPENSATION PLAN


I.  PURPOSE

     In an effort to maintain a position of leadership in the
fast-growing and highly competitive business segments in which
UAL Corporation (the "Company") competes, it is necessary to
promote financial interests of the corporation and its corporate
affiliates (the "subsidiaries"), including its growth, by (A)
attracting and retaining highly qualified executives possessing
outstanding ability, (B) motivating executives by means of
performance related incentives, and (C) providing incentive
compensation opportunities which are competitive with those of
major corporations.  The Incentive Compensation Plan (the "Plan")
hereinafter described is designated to assist the Company in
attaining these objectives.

II.  ADMINISTRATION OF THE PLAN

       1.  The Company is responsible for the general
administration of the Plan, except as to matters reserved in this
Plan to the Compensation Administration Committee of the Board of
Directors of the Company for all grants to any "covered employee"
within the meaning of Section 162(m) of the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder,
and
 by the Compensation Committee of the Board of Directors of
the Company for all other grants (such committee, as applicable,
herein called the "Committee").  Determinations, decisions and
actions of the Company or the Committee in connection with the
construction, interpretation, administration, or application of
the Plan will be final, conclusive, and binding upon any grantee
of awards under the Plan and any person claiming under or through
such grantee.  Neither the Company nor any member of the
Committee will be liable for any determination, decision, or
action made with respect to the Plan or any Incentive Award
granted under the Plan.

       2.  A Participant's rights and interests in any Incentive
Award made under the Plan may not be assigned or transferred and
are not subject to attachment, garnishment, execution, or other
creditor's processes.

       3.  This Plan may at any time be amended, modified, or
terminated as the Board, in its discretion, determines, and such
amendment, modification, or termination will not require the
consent, ratification, or approval of any party, including any
Participant hereunder.

       4.  This Plan and all determinations made and actions taken
pursuant hereto will be governed and construed by the law of the
State of Illinois.

III.  DEFINITIONS

       1.  Award Year--The calendar year for which Incentive
Awards, if any, are calculated under the Plan.

       2.  Financial Objectives--Financial performance goals
established by the Company and approved by the Committee at the
beginning of an Award Year.  Financial Objectives may apply to
overall Company and subsidiaries performance in selected areas
and/or to performance of major business segments of the Company
and subsidiaries.

       3.  Financial Performance Factor--The numerical factor
determined by the Company shortly after the Award Year by
comparing actual performance during such Award Year to the
applicable Financial Performance Objectives previously
established for such Award Year.

       4.  Individual Performance Objectives--Goals and objectives
established by the Company (or by the Committee in the case of
the Company's Chairman and its Chief Executive Officer) for each
Participant under the Plan.

       5.  Individual Performance Factor--The numerical factor
determined with respect to the Plan by the Company (or by the
Committee in the case of the Chairman and the Chief Executive
Officer and officers reporting to either of them) shortly after
the Award Year, based upon an evaluation as to the extent to
which a Participant in the Plan achieved the Individual
Performance Objectives established for him/her.  Such evaluation
will be wholly discretionary and subjective on the part of the
Company or the Committee.

       6.  Incentive Awards--The dollar value of awards made to
Participants under the Plan.

       7.  Incentive Opportunity--The amount, determined by the
Company and as approved by the Committee as appropriate, that a
Participant may receive as an Incentive Award under the Plan.
The Incentive Opportunity will be stated as a percentage of a
Participant's base salary for an Award Year (prorated for a
partial year's participation).  If a Participant held more than
one eligible position in an Award Year, his/her Incentive
Opportunity will be determined on a prorata basis.

IV.  PARTICIPATION IN THE PLAN

       1.  Participants will be determined annually by the Company
from among key employees and senior management employees of the
Company and its subsidiaries.  This determination will allow
participation only for the Award Year concerned.

       2.  The Plan does not constitute a contract of employment,
and participation in the Plan will not give any employee the
right to be retained in the service of the Company or its
subsidiaries.

       3.  If a Participant's employment with the Company or its
subsidiaries is terminated during an Award Year, the appropriate
Incentive Award under the Plan, if any, for such Participant will
be subject to the sole discretion of the Company's Chairman (or
to the sole discretion of the committee in case of the
termination of employment of the Chairman).  A transfer of
employment between the Company and any of its subsidiaries will
not be considered a termination of employment.

V.  COMPUTATION OF INCENTIVE AWARDS

      The Incentive Award for an Award Year for a Participant will
be the product of a Participant's Incentive Opportunity modified
by the Financial Performance Factor and Individual Performance
Factor, times the Participant's applicable base salary.  No
Incentive Award will be made to a Participant for an Award Year
in which his company's Financial Performance Factor is below
threshold level.  However, the Chairman, with Committee approval,
may waive the Company's Financial Performance Factor threshold
requirement.

      Total payments to all participants of the Incentive
Compensation Plan will be limited to 5% of Pre-Tax Income in any
given year.  Should total calculated incentive awards exceed 5%
of Pre-Tax Income, payments will be made on a prorated basis.

VI.  PAYMENT OF AWARDS

     (A)  Standard Procedures--Payment of Incentive Awards will
be made in cash on or about April 1, of the year following the
Award Year; provided, however, that an Incentive Award may be
deferred at the election of a Participant in the manner described
below.

     (B)  Deferred Awards--Participants may elect, on or before
December 31 of the year preceding an Award Year, to defer receipt
of all or any portion on an Incentive Award to a subsequent
calendar year.  A Participant will receive payment of a deferred
Incentive Award in a lump sum in January of the earliest of: (1)
the deferral calendar year selected by the Participant; (2) the
calendar year immediately after the Participant's retirement
under the United Air Lines, Inc. Non-Union Ground Employees'
Retirement Plan; (3) the calendar year after the Participant's
termination of employment with the Company for other reasons,
provided that a transfer of employment from the Company to any of
the Company's affiliates will not be considered a termination of
employment with the Company; (4) the occurrence of an
"Unforeseeable Emergency", provided that a distribution pursuant
to this clause (4)  shall not exceed the amount reasonably needed
to satisfy the emergency need, or (5) any other time elected by
the Participant, provided that upon making such an election, the
Participant shall be entitled to receive 90% of the amounts then
credited to him or her under the Plan and shall forfeit the
remaining 10% of such amount.  The amounts deferred will be
credited annually with compound interest at the prime rate in
effect during the deferral period at the end of the calendar
quarter, as reported by The Wall Street Journal.  All deferred
Incentive Awards will be reflected in the Company's books as
general unsecured and unfunded obligations of the Company.  No
trust in favor of any Participant will be implied.  Deferral
elections will be irrevocable by a Participant or his or her
beneficiary.  For purposes of this Section, "Unforeseeable
Emergency" shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in
Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.  The
circumstances that will constitute an Unforeseeable Emergency
will depend upon the facts of each case, but, in any case,
payment under clause (4) above may not be made to the extent that
such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or (iii)
by cessation of deferrals under the Plan.

VII.  SPECIAL RULES

       Notwithstanding any other provision of this Plan to the
contrary:  Incentive Awards with respect to an Award Year with
respect to any Participant who is a "covered employee" (as
defined in Section 162(m)(3) of the Code) with respect to such
Award Year (I) may not exceed $900,000 and (ii) shall be
determined by reference to a formula which shall define the
Incentive Award by reference to the attainment by the Company of
one or more target levels of pre-tax income (as determined under
generally accepted accounting principles but without regard to
any items (whether gains or losses) otherwise included therein
relating to (1) the UAL Corporation Employee Stock Ownership
Plan, the UAL Corporation Supplemental ESOP, or the trusts
relating thereto, (2) any event or occurrence that the Committee
determines to be either not directly related to the operations of
the Company or not within the reasonable control of the Company's
management, (3) this Plan and (4) the Company's 1988 Restricted
Stock Plan) for such Award Year.  Such target level(s) and the
formula referred to above shall be determined by the Committee
prior to the commencement of such Award Year (or at such later
time as may be permissible under Section 162(m) of the Code); the
Committee shall determine and certify whether such target levels
of pre-tax income have been met.  Notwithstanding the foregoing,
the Committee may reduce the Incentive Award otherwise determined
pursuant to such formula in its sole discretion.




                                                     Exhibit 10.3
                                                     ------------

                         SIXTH 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 December 31, 1996.

       1.  Section 3.1(b) (ii) is amended by replacing the

reference to "Section 5.4 (c) (vii)" with "Sections 5.4 (c) (vii)

and 5.4 (g)".

       2.  The following new subsection (g) is added to Section 5.4:

     "Follow-up Allocations.  After the performance of the

     allocations described in the foregoing provisions of this

     Section 5.4 for a Plan Year, but prior to the time

     prescribed for filing of the Employer's federal income tax

     return (including any extensions of time) for that Plan

     Year, it may be determined that Convertible Shares and/or

     Voting Shares which were allocated for such Plan Year to a

     Participant under the Supplemental Plan could have
 been

     allocated to Part B for such Plan Year without violating the

     limitations imposed by Code Sections 415, 401(a) (17) and

     (with respect to members of the Management and Salaried

     Employee Group) 401(a) (4).  If such a circumstance exists,

     the Company shall, to the extent provided below, make a

     contribution of shares on behalf of such Participant to Part

     B, or, as applicable, direct the trustee of the Supplemental

     Trust to transfer shares from the Supplemental Trust to Part

     B.  Such shares shall be allocated to the account of such

     Participant under Part B.  The contribution and allocation

     referred to in this subsection (g) shall be for the limited

     purpose of crediting (in the same Plan Year) shares under

     Part B to Participants who were initially allocated such

     shares under the Supplemental Plan.  The contribution and

     allocation of such shares to such a Participant shall not

     increase or decrease the aggregate number of shares

     allocated to the Participant under this Plan and the

     Supplemental Plan.  No contribution or allocation shall be

     made under this subsection (g) after the time prescribed for

     filing the Employer's federal income tax return (including

     any extensions of time) for the Plan Year in which the

     shares were initially allocated to the Participant under the

     Supplemental Plan.  Transfers of shares following the

     deadline set forth in the preceding sentence from the

     Supplemental Plan to this Plan (if any) shall be governed by

     Section 5.4 (c)(vi) of this Plan and Section 2.7 (a) of the

     Supplemental Plan."

          IN WITNESS WHEREOF, the Company has caused this Sixth

Amendment to be executed on August 11, 1997.
                            ----------

                                        UAL CORPORATION


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

                                        APPROVED BY:

                                        AIR LINE PILOTS ASSOCIATION,
                                        INTERNATIONAL


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

                                        /s/ J.R. Babbitt
                                        ----------------

                                        INTERNATIONAL ASSOCIATION
                                        OF MACHINISTS AND
                                        AEROSPACE WORKERS


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



							   Exhibit 10.4
							   ------------


			     SIXTH 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 December 31, 1996.


     The following new subsection (d) is hereby added to Section 2.7:


"After the performance of the allocations described in Section 2.4 for a Plan 

Year, but prior to the time prescribed for filing of the Employer's federal 

income tax return (including any extensions of time) for that Plan Year, it 

may be determined that Convertible Shares and/or Voting Shares which were 

allocated for such Plan Year to a Participant under this Plan could have been 

allocated to the ESOP (Part B) for such Plan Year without violating the 

limitations imposed by Code Sections 415, 401(a) (17) and (with respect to 

members of the Management and Salaried
 Employee Group) 401(a) (4).  If such 

a circumstance exists, the Company shall, to the extent provided in 

Section 5.4(g) of the ESOP, make a contribution of shares on behalf of the 

Participant to the ESOP (Part B), or, as applicable, direct the Trustee to 

transfer shares from the Supplemental Trust to the ESOP (Part B).  Such 

shares contributed (or transferred) to the ESOP (Part B) on behalf of such 

Participant shall reduce the Participant's corresponding shares under this 

Plan."

     IN WITNESS WHEREOF, the Company has caused this Sixth Amendment to be 

executed on August 11, 1997.


				     UAL CORPORATION


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

				     APPROVED BY:

				     AIR LINE PILOTS ASSOCIATION,
				     INTERNATIONAL


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

				     /s/ J.R. Babbitt 
				     ----------------

				     INTERNATIONAL ASSOCIATION 
				     OF MACHINISTS AND
				     AEROSPACE WORKERS


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




                                                Exhibit 10.5
                                                ------------


                      EMPLOYMENT AGREEMENT
                      --------------------


THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and

entered into as of September 1, 1997 between United Air

Lines, Inc. ("UA") and UAL Corporation ("UAL") (UA and UAL

sometimes collectively referred to as "United") and Joseph

R. O'Gorman residing at P.O. Box 422, Barrington, Illinois

60011 (sometimes referred to as "Executive").



     WHEREAS, Executive has served and is presently serving

as Executive Vice President-Fleet Operations and

Administration and as a Director of UA and holds various

other positions and directorships with subsidiaries and

affiliates of UA or UAL (hereinafter collectively referred

to as "Executive Positions"); and



     WHEREAS, Executive is desirous of pursuing interests

outside of United; and



     WHEREAS, United wishes to facilitate Executive's

desires as stated above but also to retain Executive's

services on the basis described herein; and



     WHEREAS, Executive has agreed in this Agreement to

provide such services and to release United from any

liability arising out of his hire and employment with United

and his resignation from his Executive Position;



     NOW, THEREFORE, it is agreed by and between United and

Executive as follows:

     1.  Resignation; Continued Employment:  Executive

         ---------------------------------
hereby resigns from his Executive Positions all effective as

of September 1, 1997 (the "Effective Date").  Thereafter,

Executive will continue to be actively employed by United,

but he will perform services for United by being "on call",

including testifying on behalf on United, and subject to

such assignments consistent with Executive's experience as

may be reasonably requested by United's President and

reasonably acceptable to Executive.  Executive and United

hereby agree and affirm that circumstances constituting an

event of "Good Reason" or a termination of employment under

the UAL Agreement (as hereinafter defined) have not arisen

or are otherwise applicable and that this Agreement shall

not constitute such circumstances.  The "UAL Agreement"

shall mean, collectively, the 35 page agreement between

Executive and UAL dated as of July 1, 1993, and any and all

amendments or letters of agreement relating thereto.



     2.  Time Period of Employment:  United agrees to
         -------------------------
employ Executive and Executive agrees to be employed by

United on the basis stated in Paragraph 1 from September 1,

1997 through July 31, 1998, subject to sooner termination

pursuant to Paragraph 4 (such period, as it may be shortened

pursuant to Paragraph 4, being herein called the "Term").



     3.  Payments and Benefits:  A.(i) During the Term,
         ---------------------
United will pay Executive a salary of $28,333 per month.

Such payments will be made on the same schedule as actively

employed officers of United from time to time, currently the

15th and last day of each month.  Any amounts will be

prorated for any partial month. Executive will not be

entitled to any increase nor subject to any decrease in such

salary payments during the Term.

     (ii)  In addition to the payments specified in

Paragraph 3.A(i), on March 15, 1998, United will pay

Executive a lump sum severance payment of $183,333.

     (iii)  All payments under this Paragraph 3.A will be

subject to withholding for taxes and other purposes as

required by applicable law.

     B.  Notwithstanding what may be provided to other

active employees of United from time to time, the only

benefits that Executive shall be entitled to during the Term

are as follows, in each case subject to the rules and

regulations of United as from time to time are in effect

(except as otherwise stated below in this Paragraph 3.B):



     (i)  Free and Reduced Rate Transportation:  United
          shall provide to Executive and his eligibles free
          and reduced rate transportation of the type
          granted to actively employed officers in
          accordance with company regulations as revised
          from time to time.
     
    (ii)  United Air Lines, Inc. Management and Salaried
          Employees' Retirement Plan:  Executive shall
          continue to participate in (i) the Retirement Plan
          and (ii) The United Air Lines, Inc. Supplemental
          Retirement Plan in accordance with their terms
          (hereinafter collectively the "Retirement Plans").
     
   (iii)  Management Medical/Dental:  Executive and his
          eligible dependents shall continue to be covered
          by the Management Medical/Dental Plan in the same
          manner as other active employees.
     
    (iv)  Group Life Insurance:  Executive shall continue to
          be covered by Group Life Insurance including
          Contributory Life Insurance (if so covered), on
          the same basis as other active employees, provided
          the appropriate payroll deductions are authorized
          and in accordance with the terms of the policies.
     
     (v)  Officer's Accidental Death and Dismemberment
          Insurance/Split Dollar Life Insurance:
          Executive's Officer's Accidental Death and
          Dismemberment coverage of $250,000 will continue
          until the termination of this Agreement as
          provided in Paragraph 4 herein.  Executive will
          have the option of converting up to $100,000 of
          this coverage to a private policy within 31 days
          of termination, if Executive so chooses.
          Executive will continue to be covered by the
          Officer's Split Dollar Life Insurance until July
          31, 2003.  The terms of Executive's coverage and
          option for continuation of the Officer's Split
          Dollar Life Insurance thereafter will be explained
          in a separate letter by July 31, 2003.
     
    (vi)  Disability Income Benefits:  Executive, provided
          he is qualified under the terms of the Plan, and
          provided he makes such payments as may be required
          by the Plan Administrator, will be eligible for
          any disability income benefits from company
          disability insurance plans.
     
   (vii)  Stock:  Executive shall continue to 
          participate in the UAL, Inc. 1981 Incentive Stock
          Program (the "Program") and the 1988 Restricted
          Stock Plan ("1988 Plan").  Termination of
          employment pursuant to Paragraph 4 of the
          Agreement will be a cessation of employment within
          the meaning of the Program and the 1988 Plan.
          Nothing in this Agreement will increase or
          diminish the right of Executive to exercise any
          stock option that becomes exercisable according to
          the terms of the Program and the relevant option.
          Notwithstanding the foregoing, the parties hereby
          agree that the Non-Qualified Stock Option
          Agreements with Executive dated as of April 26,
          1996 (the "April 1996 Agreement") and May 20, 1997
          (the "May 1997 Agreement") and the Restricted
          Stock Agreement with Executive dated May 17, 1995
          (the "May 1995 Agreement") are hereby amended as
          follows:
               (a)  The unvested options to purchase up to
          20,000 shares of UAL common stock that Executive
          has remaining under the April 1996 Agreement that
          are scheduled to vest after July 31, 1998 will be
          forfeited on the Effective Date.
               (b) The unvested options to purchase up to
          11,775 shares of UAL common stock that Executive
          has remaining under the May 1997 Agreement that
          are scheduled to vest after July 31, 1998 will be
          forfeited on the Effective Date.
               (c)  The 12,000 restricted shares of UAL
          common stock that Executive has under the May 1995
          Agreement that are not scheduled to be released
          from restrictions until after July 31, 1998 will
          be forfeited on the Effective Date.
     
          Executive will not be eligible for any grants made
          under the Program or the 1988 Plan after the
          Effective Date.
     
  (viii)  Other Benefits:  Executive will continue to
          be eligible to participate in the stock purchase
          plan, 401(k) plan, Flexible Spending Account, and
          be eligible for payroll savings bonds on the same
          basis as other active employees.  Executive will
          also be eligible to utilize the Credit Union
          subject to its rules.
     
    (ix)  Vacation and Holidays:  Executive agrees to forego
          any unused vacation time existing as of September
          1, 1997 and no paid vacation or holiday time will
          be accrued or taken after September 1, 1997.
     
     (x)  UAL Stock Ownership Plan:  Because, among other
          matters, Executive is receiving compensation pursuant 
          to this Agreement at a rate greater than that which 
          he had received after the commencement of the UAL Stock
          Ownership Plan ("ESOP"), all parties acknowledge
          and agree that Executive will no longer be
          eligible to participate in the ESOP after August
          31, 1997, and as of September 1, 1997 his
          participation with respect to future accruals of
          UAL stock shall cease, but he will retain whatever
          stock or other benefits rights he may have accrued
          prior to that date, all in accordance with the
          ESOP's terms and conditions.
          
    (xi)  Company Owned Car:  Executive will be entitled to
          retain the company owned car provided to him by
          United.  In addition, no later than 31 days
          following the Effective Date, United will pay off
          all amounts due under the lease pertaining to the
          vehicle, and United will cause title in the
          vehicle to be conveyed to Executive.  To the
          extent there is any imputed income as a result of
          the conveyance of title or the liquidation of the
          lease or both, Executive will be deemed to have
          received such imputed income and United may make
          withholdings for income taxes and other purposes
          as required by applicable law.

     C.  Each of the benefits enumerated in Paragraph 3.B.

is subject to the practices, rules, and regulations of

United, as in effect from time to time.
     

     D.  For purposes of clarity, if an Incentive

Compensation Plan (ICP) award is granted for 1997

performance or thereafter, Executive will not be eligible

under the ICP for any award.



4.  Termination of Employment Under Agreement:
    -----------------------------------------


     A.  Non-Election of Executive:  Executive's employment
         -------------------------
under this Agreement shall terminate and Executive will no

longer have the status of an active employee of United and

will no longer be entitled to any of the benefits of this

Agreement (including the entitlement to the payment and

benefits described in Paragraph 3 (other than those required

by law and otherwise vested)), on the happening of the

earliest of the following events:



           (i)  Executive's death.
           
          (ii)  Executive's discharge for cause.
           
         (iii)  Any action or communication by Executive
                that adversely reflects upon United or the
                service it provides or any action or
                communication that causes, induces, or
                facilitates others to act adversely to
                United.
           
          (iv)  11:59 p.m. on July 31, 1998, at which
                time he will be deemed to have elected to
                retire.
           
     Notwithstanding such termination, Executive shall

continue to be bound by the provisions of Paragraphs 6

through 12 of this Agreement.  Discharge for "cause" shall

mean termination upon (a) willful and continued failure by

Executive to substantially perform the duties set forth in

Paragraph 1 of this Agreement (other than any such failure

resulting from Executive's incapacity due to physical or

mental illness) after written demand for substantial

performance is delivered to Executive by the Board of

Directors of UAL Corporation, which demand specifically

identifies the manner in which that Board believes Executive

has not substantially performed such duties, and reasonable

opportunity of Executive to perform, or (b) the willful

engaging by Executive in conduct which is demonstrably and

materially injurious to United or its subsidiaries or

affiliates monetarily or otherwise, or (c) any willful

breach by Executive of this Agreement.  For purposes of this

definition, no act, or failure to act, on Executive's part

shall be deemed "willful" unless done, or omitted to be

done, by Executive not in good faith and without the

reasonable belief that such action or omission was in the

best interest of United or its subsidiaries or affiliate.


     B.  Upon Retirement:  If this Agreement and
         ---------------
Executive's employment under it have not otherwise

terminated pursuant to Paragraph 4 as of 11:59 p.m. of July

31, 1998, then effective as of that time and day Executive

hereby retires from United and Executive will be entitled to

the benefits of a retired United officer, as such may be

revised from time to time.  In addition, United will pay

Executive a supplemental retirement benefit computed and

paid in accordance with the Retirement Plans ( as defined in

Paragraph 3.B.(ii)) but calculating Executive's accrued

benefit (the "Additional Years of Service Credit") as if

Executive had been continuously employed by United from June

27, 1966 to the date of Executive's retirement from United.

The amount of this supplemental retirement benefit shall be

determined without decrement based on age at the time of

retirement, so that such benefit will be determined as if

Executive actually retired at age 65, regardless of the

actual age at which Executive retires.  This supplemental

retirement benefit shall be offset by the accrued benefit

payable to Executive under the Retirement Plans, and shall

be paid out of United's general funds pursuant to United's

contractual obligation hereunder, but no funds shall be

placed in trust or otherwise set aside by United to provide

for payments hereunder.  Such supplemental retirement

benefit shall be payable at the same time and in the same

manner as Executive elects to receive his benefits under the

Retirement Plans.  The Additional Years of Service Credit

shall also apply in determining Executive's eligibility for,

and the amount of, Executive's other retiree benefits.



     C.  Election of Executive:  If, prior to 11:59 p.m. on
         ---------------------
July 31, 1998, Executive elects to terminate his employment

for any reason, Executive will receive a one time lump sum

payment (subject to withholding for taxes and other purposes

as required by applicable laws) in an amount equal to the

sum of the remaining monthly salary payments payable under

this Agreement between the effective date of Executive's

election to terminate his employment under this Agreement

and July 31, 1998 plus, if it has not otherwise been paid,

the lump sum severance payment specified in paragraph 3.

Before Executive's election to terminate under this

paragraph can become effective, Executive must have provided

United seven (7) days' written notice of his election by

registered mail addressed to the President of United at its

principal World Headquarters offices.  Executive's

termination of employment will be as of the seventh (7th)

day after receipt by United of such notice, at which time he

will no longer have the status of an active employee of

United (including the entitlement to benefits described in

Paragraph 3).

     

     5.  Regulations:  During his employment, Executive
         -----------
will be governed by applicable United regulations, as in

effect from time to time.



     6.  Confidentiality:
         ---------------
         A.  Executive agrees to keep any proprietary or

     confidential information concerning United which he has

     gained through his employment confidential.  Executive

     agrees that money damages could not adequately

     compensate United in case of a breach or threatened

     breach of this promise of confidentiality and that,

     therefore, United would be entitled to injunctive

     relief upon such breach.  Executive understands that it

     is United's intent to have this promise of

     confidentiality enforced to its fullest extent.

     Accordingly, Executive and United agree that, if any

     portion of this promise of confidentiality is

     unenforceable, the court should still construe and

     enforce this promise of confidentiality to the fullest

     extent permitted by law.

     

         B.  Executive and United agree to keep the terms

     of this Agreement, and of his working arrangement, as

     defined herein, confidential except that the source and

     amount of his income may be revealed as necessary for

     implementation and fulfillment of this Agreement,  tax,

     loan purposes and the like and for disclosure to legal

     counsel to carry out the review of this Agreement in

     accordance with Paragraph 7.
         

         C.  During the term of this Agreement, United will

     not take any action or make any communication that

     adversely reflects upon Executive or that causes,

     induces, or facilitates others to act adversely to

     Executive.



     7.  Assent and Release: In consideration for the
         ------------------
     payments and benefits provided in this Agreement,

     Executive hereby voluntarily, knowingly, willingly,

     irrevocably, and unconditionally releases UA and UAL

     together with their respective parents, subsidiaries

     and affiliates, and each of their respective officers,

     directors, employees, representatives, attorneys and

     agents, and each of their respective predecessors,

     successors and assigns (collectively, the "Releasees")

     from any and all charges, complaints, claims,

     liabilities, obligations, promises, agreements, causes

     of action, rights, costs, losses, debts, and expenses

     of any nature whatsoever, known or unknown, which

     against them Executive or his successors or assigns

     ever had, now have or hereafter can, shall or may have

     (either directly, indirectly, derivatively or in any

     other representative capacity) by reason of any matter,

     fact or cause whatsoever arising from the beginning of

     time to the date of this Agreement, including without

     limitation all claims arising under the UAL Agreement,

     Title VII of the Civil Rights Act of 1964, the federal

     Age Discrimination in Employment Act of 1967, as

     amended, and all other federal, state or local laws,

     rules, regulations, judicial decisions or public

     policies now or hereafter recognized.  This release by

     Executive of the Releasees also includes, without

     limitation, all claims arising under each employee

     pension, employee welfare, and executive compensation

     plan of United now in effect or hereafter adopted,

     except for any benefits to be provided to Executive

     under this Agreement or in the normal course of

     Executive's employment through the Effective Date.  It

     is agreed that this paragraph shall survive termination

     of the Agreement.



     Executive expressly acknowledges and agrees that, by

     entering into this Agreement, Executive is waiving any

     and all rights or claims that he may have arising under

     the Age Discrimination in Employment Act of 1967, as

     amended, which have arisen on or before the date of

     execution of this Agreement.  Executive further

     expressly acknowledges and agrees that:

     

          (i)  In return for this Agreement, Executive will
     receive compensation beyond that which he was already
     entitled to receive before entering into this
     Agreement;
     
         (ii)  Executive has been advised by United to
     consult with an attorney before signing this Agreement;
     
        (iii)  Executive was given a copy of this
     Agreement on August 5, 1997, and informed that
     Executive had twenty-one (21) days within which to
     consider the Agreement and, if Executive considers this
     Agreement for fewer than 21 days, then Executive agrees
     that he has had a reasonable period of time to consider
     the Agreement; and
     
         (iv)  Executive was informed that Executive had
     seven (7) days following the date of execution of the
     Agreement in which to revoke the Agreement.  After
     seven (7) days this Agreement will become effective,
     enforceable and irrevocable unless written revocation
     is received by the undersigned from Executive on or
     before the close of business on the seventh (7th) day
     after Executive executed this Agreement.  If Executive
     revokes this Agreement it shall not be effective or
     enforceable and Executive will not receive the
     compensation or benefits described in this Agreement.
     
     8.  Non-Assignability; Assignment in the Event of
         ---------------------------------------------
Acquisition or Merger:  This Agreement and the benefits
- - ---------------------
hereunder are not assignable or transferable by Executive;

the rights and obligations of United under this Agreement

will automatically be deemed to by assigned by United to any

corporation or entity into which United may be merged or

consolidate.

     

     9.  Applicable Law:  This Agreement shall be
         --------------
construed in accordance with the laws of the State of

Illinois, and the rights and obligations of the parties

hereunder shall be construed and enforced in accordance

with, and governed by the laws of the State of Illinois,

without regard to principles of conflict of laws.  Except

for an action seeking injunctive relief under Paragraph 6,

any dispute or controversy arising under or in connection

with this Agreement shall be settled exclusively by

arbitration in Chicago, Illinois in accordance with the

rules of the American Arbitration Association then in

effect.  Judgment may be entered on the arbitrator's award

in any court having jurisdiction.  Each party shall be

responsible for its own attorneys fees, costs, and expenses

in connection with the arbitration.



    10.  Paragraph Reference:  Any reference to paragraphs
         -------------------
or subparagraphs shall be references to paragraphs or

subparagraphs of this Agreement unless expressly stated

otherwise.



    11.  Severability:  If any provision of this Agreement
         ------------
or the application thereof is held invalid, the invalidity

shall not affect other provisions or applications of this

Agreement which can be given effect without the invalid

provisions or application in accordance with the essential

intent and purpose of this Agreement, and to this end the

provisions of this Agreement are declared to be severable.



    12.  Supersedes Prior Agreement(s):  This Agreement
         -----------------------------
supersedes and voids any prior oral or written agreement

relating in any way to Executive's employment with UA or UAL

which may have been entered into between the parties hereto

including, without limitation the UAL Agreement.  Any change

to this Agreement after its Effective Date must be in

writing and must be executed by UA, UAL, and Executive.

Executive hereby expressly waives any and all rights to

which he may be entitled under the UAL Agreement.



     United and Executive, having read and understood this

Agreement and, having consulted with others as appropriate,

hereby agree to be bound by its terms.



     IN WITNESS WHEREOF, the parties have executed this

Agreement effective as of August 8, 1997 at the World
                          
Headquarters of United Air Lines, Inc., 1200 East Algonquin

Road, Elk Grove Twp., Illinois 60007.



UAL Corporation and
United Air Lines, Inc.



By: /s/ G. Greenwald                     /s/ J.R. O'Gorman
    ----------------                     -----------------
Gerald Greenwald                         Joseph R. O'Gorman
Chairman &
Chief Executive Officer





<TABLE>
<CAPTION>

                                                            Exhibit 11

          UAL Corporation and Subsidiary Companies
     Calculation of Fully Diluted Net Earnings Per Share
               (In Millions, Except Per Share)
                              
                                    Three Months       Nine Months
                                       Ended              Ended
                                    September 30      September 30
                                    1997    1996      1997    1996
                                    ----    ----      ----    ----
<S>                                 <C>     <C>       <C>     <C>
Earnings:                                                     
 Earnings before preferred                                     
  stock transactions, distributions 
  on preferred securities and
  extraordinary item               $ 580   $ 347     $ 930   $ 580
 Preferred stock dividends           (19)    (15)      (57)    (47)
 Interest on convertible                                       
  debentures                           -       -         -       3
                                    ----    ----      ----    ----
 Earnings before preferred                                     
  stock transactions, distributions 
  on preferred securities and
  extraordinary item for fully         
  diluted calculation                561     332       873     536
 Preferred stock transactions          -       -         -     (21)
 Distributions on preferred          
  securities                          (1)      -        (4)      -
 Extraordinary loss on early                                   
  extinguishment of debt               -      (7)        -     (66)
                                    ----    ----      ----    ----
 Net earnings for fully 
  diluted calculation              $ 560   $ 325     $ 869   $ 449
                                    ====    ====      ====    ====
Shares:                                                          
 Average number of shares of 
  common stock outstanding 
  during the period                 59.6    58.2      59.2    55.3
 Additional shares assumed                                     
  issued at the beginning of 
  the period (or at the date of
  issuance) for conversion of    
  preferred stock                   37.3    25.6      34.4    22.5
 Additional shares assumed                                     
  issued at the beginning of the 
  period for conversion of
  convertible debentures               -       -         -     2.9
 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)                            2.9     2.6       2.7     2.4
                                    ----    ----      ----    ----
 Average number of shares for                                  
  fully diluted calculation         99.8    86.4      96.3    83.1
                                    ====    ====      ====    ====
Fully diluted per share amounts:                                 
 Earnings before preferred                                     
  stock transactions and 
  extraordinary item               $ 5.61  $ 3.85    $ 9.01  $ 6.45
 Preferred stock transactions,        
  net of tax                            -       -         -   (0.25)
 Extraordinary loss on early                                   
  extinguishment of debt, 
  net of tax                            -   (0.08)        -   (0.80)
                                     ----    ----      ----    ----
 Net earnings                      $ 5.61  $ 3.77    $ 9.01  $ 5.40
                                     ====    ====      ====    ====
                                                                 
</TABLE>
                              




<TABLE>
<CAPTION>
                                                            Exhibit 12.1



             UAL Corporation and Subsidiary Companies
                              
         Computation of Ratio of Earnings to Fixed Charges
                              
                              

                                              Nine Months Ended
                                                 September 30
                                               1997        1996
                                               ----        ----
                                                 (In Millions)
<S>
Earnings:                                   <C>         <C>     
                                                          
 Earnings before income taxes and                       
   extraordinary item                       $1,472      $  937
   Fixed charges, from below                   728         820
   Undistributed earnings of affiliates        (20)        (40)
   Interest capitalized                        (75)        (57)
                                             -----       -----      
       Earnings                             $2,105      $1,660
                                             =====       =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                         $  213      $  230
   Portion of rental expense                              
     representative of the interest factor     515         590
                                             -----       -----
   Fixed charges                            $  728      $  820
                                             =====       =====
                                                          
Ratio of earnings to fixed charges            2.89        2.02
                                             =====       =====
                                                          
</TABLE>
                                                          






<TABLE>
<CAPTION>

                                                         Exhibit 12.2



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

                                                 Nine Months Ended
                                                    September 30                                           
                                                  1997        1996
                                                  ----        ----
                                                    (In Millions)
<S>                                             <C>        <C>
Earnings:                                                 
                                                          
  Earnings before income taxes and                       
    extraordinary item                          $1,472      $  937
  Fixed charges, from below                        823         895
  Undistributed earnings of affiliates             (20)        (40)
  Interest capitalized                             (75)        (57)
                                                 -----       -----   
       Earnings                                 $2,200      $1,735
                                                 =====       =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                             $  213      $  230
   Preferred stock dividend requirements            95          75
   Portion of rental expense                              
     representative of the interest factor         515         590
                                                 -----       -----
   Fixed charges                                $  823      $  895
                                                 =====       =====
                                                          
Ratio of earnings to fixed charges                2.67        1.94
                                                 =====       =====
                                                          
</TABLE>
                                                          





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1997 AND CONDENSED STATEMENT OF CONSOLIDATED 
FINANCIAL POSITION AS OF SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000,000
       
<S>
<FISCAL-YEAR-END>                                 DEC-31-1997
<PERIOD-START>                                    JAN-01-1997
<PERIOD-END>                                      SEP-30-1997
<PERIOD-TYPE>                                           9-MOS
<CASH>                                                    529
<SECURITIES>                                              594  
<RECEIVABLES>                                           1,241
<ALLOWANCES>                                                0
<INVENTORY>                                               349
<CURRENT-ASSETS>                                        3,224 
<PP&E>                                                 16,088 
<DEPRECIATION>                                          5,855
<TOTAL-ASSETS>                                         15,386
<CURRENT-LIABILITIES>                                   5,989
<BONDS>                                                 3,076
<PREFERRED-MANDATORY>                                       0
<PREFERRED>                                                 0
<COMMON>                                                    1
<OTHER-SE>                                              2,345   
<TOTAL-LIABILITY-AND-EQUITY>                           15,386
<SALES>                                                     0
<TOTAL-REVENUES>                                       13,143
<CGS>                                                       0
<TOTAL-COSTS>                                          11,975 
<OTHER-EXPENSES>                                            0
<LOSS-PROVISION>                                            0
<INTEREST-EXPENSE>                                        213
<INCOME-PRETAX>                                         1,472
<INCOME-TAX>                                              542
<INCOME-CONTINUING>                                       926
<DISCONTINUED>                                              0
<EXTRAORDINARY>                                             0
<CHANGES>                                                   0
<NET-INCOME>                                              926
<EPS-PRIMARY>                                            9.01
<EPS-DILUTED>                                            9.01
        

</TABLE>