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, 1998

                                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, 1998
                    -----                    ----------------

       Common Stock ($0.01 par value)           53,126,436


   UAL Corporation and Subsidiary Companies Report on Form 10-Q
   ------------------------------------------------------------
             For the Quarter Ended September 30, 1998
             ----------------------------------------

Index
- -----


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


         Item 1.  Financial Statements

                  Condensed Statements of Consolidated                3
                  Financial Position - as of September 30, 1998
                  (Unaudited) and December 31, 1997

                  Statements of Consolidated Operations               5
                  (Unaudited) - for the three months and
                  nine months ended September 30, 1998 and 1997

                  Condensed Statements of Consolidated                7
                  Cash Flows (Unaudited) - for the nine
                  months ended September 30, 1998 and 1997

                  Notes to Consolidated Financial                     8

                  Statements (Unaudited)


         Item 2.  Management's Discussion and Analysis of            12
                  Financial Condition and Results of Operations


         Item 3.  Quantitative and Qualitative Disclosures 
                  About Market Risk                                  21



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


          Item 5.  Other Information                                 22


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


Signatures                                                           23
- ----------

Exhibit Index                                                        24
- -------------


                                

                 PART I.   FINANCIAL INFORMATION
                 ------    ---------------------           
                 

Item 1.   Financial Statements
                                

<TABLE>
<CAPTION>
            UAL Corporation and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
                                
                                    September 30, December 31,
                                         1998         1997
Assets                               (Unaudited)      ----  
                                     -----------                      
<S>                                   <C>         <C>
Current assets:
   Cash and cash equivalents          $    447    $     295
   Short-term investments                  447          550
   Receivables, net                      1,405        1,051
   Inventories, net                        364          355
   Deferred income taxes                   241          244
   Prepaid expenses and other              287          453
                                        ------       ------
                                         3,191        2,948
                                        ------       ------            
                                                           
Operating property and equipment:                          
   Owned                                15,894       14,196
   Accumulated depreciation and
    amortization                        (5,147)      (5,116)
                                        ------       ------
                                        10,747        9,080
                                        ------       ------

   Capital leases                        2,727        2,319
   Accumulated amortization               (625)        (625)
                                        ------       ------
                                         2,102        1,694
                                        ------       ------
                                        12,849       10,774
                                        ------       ------            
                                                           
Other assets:                                              
   Investments in affiliates               296          223
   Intangibles, net                        691          703
   Aircraft lease deposits                 491          318
   Prepaid rent                            650           60
   Other                                   732          777
                                        ------       ------
                                         2,860        2,081
                                        ------       ------            
                                      $ 18,900     $ 15,803
                                        ======       ======
                                
  See accompanying notes to consolidated financial statements.
</TABLE>



<TABLE>                                
            UAL Corporation and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
                                
                                     September 30,  December 31,
                                         1998          1997
Liabilities and Stockholders' Equity  (Unaudited)      ----  
                                      -----------                     
<S>                                    <C>          <C>
Current liabilities:
   Current portions of long-term debt                          
     and capital lease obligations     $   325      $   406
   Advance ticket sales                  1,682        1,267
   Accounts payable                      1,233        1,030
   Other                                 2,668        2,545
                                        ------       ------
                                         5,908        5,248
                                        ------       ------

Long-term debt                           2,732        2,092
                                        ------       ------
Long-term obligations under
  capital leases                         2,035        1,679
                                        ------       ------
                                                           
Other liabilities and deferred credits:
   Postretirement benefit liability      1,480        1,361
   Deferred gains                        1,153        1,210
   Other                                 1,474        1,261
                                        ------       ------
                                         4,107        3,832
                                        ------       ------            
Company-obligated mandatorily                              
  redeemable preferred securities
  of a subsidiary trust                    101          101
                                        ------       ------            
Preferred stock committed to
  Supplemental ESOP                        711          514
                                        ------       ------            
Stockholders' equity:                                      
   Preferred stock                          -            -
   Common stock at par                       1            1
   Additional capital invested           3,531        2,876
   Retained earnings                     1,000          309
   Unearned ESOP preferred stock          (297)        (177)
   Other                                  (929)        (672)
                                        ------       ------
                                         3,306        2,337
                                        ------       ------            
Commitments and contingent                                 
  liabilities (See note)
                                                           
                                      $ 18,900     $ 15,803
                                        ======       ======
                                
  See accompanying notes to consolidated financial statements.
                         
</TABLE>
                                



<TABLE>
            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)
                                
                                
                                        Three Months Ended
                                            September 30
                                         1998         1997
                                         ----         ----
<S>                                   <C>          <C>
Operating revenues:
   Passenger                          $  4,263     $  4,147
   Cargo                                   228          225
   Other                                   292          268
                                        ------       ------
                                         4,783        4,640
                                        ------       ------
Operating expenses:                                        
   Salaries and related costs            1,350        1,264
   ESOP compensation expense               173          256
   Aircraft fuel                           470          510
   Commissions                             354          409
   Purchased services                      384          329
   Aircraft rent                           221          235
   Landing fees and other rent             221          202
   Depreciation and amortization           199          182
   Aircraft maintenance                    165          153
   Other                                   551          537
                                        ------       ------
                                         4,088        4,077
                                        ------       ------            
Earnings from operations                   695          563
                                        ------       ------            
Other income (expense):                                    
   Interest expense                        (92)         (73)
   Interest capitalized                     26           25
   Interest income                          15           13
   Equity in earnings of affiliates         19           17
   Gain on sale of partnership interest      -          275
   Gain on sale of affiliate's stock         -          103
   Miscellaneous, net                      (15)         (10)
                                        ------       ------
                                           (47)         350
                                        ------       ------
Earnings before income taxes and                           
  distributions on preferred securities    648          913
Provision for income taxes                 222          333
                                        ------       ------            
Earnings before distributions on
  preferred securities                     426          580
Distributions on preferred                                  
  securities, net of tax                    (1)          (1)
                                        ------       ------
Net earnings                          $    425     $    579
                                        ======       ======
                                                           
Per share, basic:                     $   6.91     $   9.39
                                        ======       ======
                                                           
Per share, diluted:                   $   3.71     $   5.61
                                        ======       ======
                                
                                                              
  See accompanying notes to consolidated financial statements.
</TABLE>



<TABLE>                                
<CAPTION>

            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)
                                
                                
                                        Nine Months Ended
                                           September 30
                                         1998        1997
                                         ----        ----
<S>                                   <C>         <C>
Operating revenues:
   Passenger                          $ 11,777    $  11,628
   Cargo                                   666          634
   Other                                   837          881
                                        ------       ------
                                        13,280       13,143
                                        ------       ------
Operating expenses:                                        
   Salaries and related costs            3,959        3,732
   ESOP compensation expense               663          666
   Aircraft fuel                         1,346        1,559
   Commissions                           1,000        1,159
   Purchased services                    1,098          946
   Aircraft rent                           672          707
   Landing fees and other rent             651          644
   Depreciation and amortization           582          533
   Aircraft maintenance                    462          447
   Other                                 1,559        1,582
                                        ------       ------
                                        11,992       11,975
                                        ------       ------            
Earnings from operations                 1,288        1,168
                                        ------       ------            
Other income (expense):                                    
   Interest expense                       (265)        (213)
   Interest capitalized                     82           75
   Interest income                          44           36
   Equity in earnings of affiliates         62           64
   Gain on sale of partnership interest      -          275
   Gain on sale of affiliate's stock         -          103
   Miscellaneous, net                      (38)         (36)
                                        ------       ------
                                          (115)         304
                                        ------       ------
Earnings before income taxes and                           
  distributions on preferred securities  1,173        1,472
Provision for income taxes                 401          542
                                        ------       ------            
Earnings before distributions on
  preferred securities                     772          930
Distributions on preferred securities       (4)          (4)
                                        ------       ------
Net earnings                          $    768     $    926
                                        ======       ======
                                                           
Per share, basic:                     $  11.97     $  14.68
                                        ======       ======
                                                            
Per share, diluted:                   $   6.57     $   9.02
                                        ======       ======
                                
                                
                                
  See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
<CAPTION>
            UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Cash Flows (Unaudited)
                          (In Millions)
                                
                                        Nine Months Ended
                                           September 30
                                         1998         1997
                                         ----         ----
<S>                                    <C>          <C>
Cash and cash equivalents at
  beginning of period                  $   295      $   229
                                        ------       ------            
Cash flows from operating activities     2,854        2,397
                                        ------       ------            
Cash flows from investing activities:                      
   Additions to property and equipment  (2,390)      (2,170)
   Proceeds on disposition of
     property and equipment                413           41
   Proceeds on disposition of ATS
     Partnership interest                    -          539
   Decrease (increase) in short-term
     investments                           103         (126)
   Other, net                              (40)         (20)
                                        ------       ------
                                        (1,914)      (1,736)
                                        ------       ------                                                    
Cash flows from financing activities:                      
   Proceeds from issuance of long-term
      debt                                 830            -
   Repayment of long-term debt            (247)         (95)
   Principal payments under capital                         
      lease obligations                   (271)        (116)
   Purchase of equipment certificates                      
      under Company operating leases      (693)           -
   Repurchase of common stock             (247)         (54)
   Dividends paid                           (8)          (8)
   Aircraft lease deposits                (160)        (107)
   Other, net                                8           19
                                        ------       ------
                                          (788)        (361)
                                        ------       ------
                                                           
Increase (decrease) in cash and
  cash equivalents                         152          300
                                        ------       ------            
Cash and cash equivalents at end
  of period                            $   447      $   529
                                        ======       ======
                                                           
Cash paid during the period for:                           
   Interest (net of amounts
     capitalized)                      $   163      $   118
   Income taxes                        $   129      $   219
                                                           
Non-cash transactions:                                     
   Capital lease obligations incurred  $   636      $   477
                                
  See accompanying notes to consolidated financial statements.
</TABLE>

                                
                                
            UAL Corporation and Subsidiary Companies
     Notes to Consolidated Financial Statements (Unaudited)
     ------------------------------------------------------
The Company
- -----------
      UAL Corporation ("UAL") is a holding company whose
principal subsidiary is United Air Lines, Inc. ("United").

Interim Financial Statements
- ----------------------------
      The consolidated financial statements included herein have
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to or as
permitted by such rules and regulations, although UAL believes
that the disclosures are adequate to make the information
presented not misleading.  In management's opinion, all
adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of the results of operations
for the three and 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 1997.

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 1997 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 1997 were allocated in March 1998
as follows:  97,406 shares of Class 2 ESOP Preferred Stock were
contributed to the Non-Leveraged ESOP and an additional 889,031
shares were allocated in "book entry" form under the
Supplemental Plan.  Additionally, 2,087,531 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, 1998.

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 dividends on
ESOP Preferred Stock and other tax credits, partially offset by
state income taxes and certain nondeductible expenses.
Deferred tax assets are recognized based upon UAL's history of
operating earnings and expectations for future taxable income.

Per Share Amounts
- -----------------
      Basic earnings per share were computed by dividing net
income available to common stockholders by the weighted average
number of shares of common stock outstanding during the year.  In
addition, diluted earnings per share amounts include potential
common shares including ESOP shares committed to be released.


<TABLE>
<CAPTION>
Earnings Attributable to Common      Three Months Ended   Nine Months Ended
  Stockholders (Millions)               September 30         September 30
                                        1998    1997         1998    1997
                                        ----    ----         ----    ----
  <S>                                  <C>     <C>          <C>     <C>
  Net Income                           $ 425   $ 579        $ 768   $ 926
  Preferred stock dividends and other    (25)    (19)         (77)    (57)
                                        ----    ----         ----    ----
  Earnings attributable to common
   stockholders (Basic and Diluted)    $ 400   $ 560        $ 691   $ 869
                                        ====    ====         ====    ====
Shares (Millions)                                                 
  Weighted average shares
    outstanding (Basic)                 57.9    59.6         57.7    59.2
  Convertible ESOP preferred stock      48.4    37.3         45.8    34.4
  Other                                  1.5     2.9          1.6     2.7
                                       -----    ----        -----    ----
  Weighted average number of
    shares (Diluted)                   107.8    99.8        105.1    96.3
                                       =====    ====        =====    ====
Earnings Per Share                                                
  Basic                                $6.91   $9.39       $11.97  $14.68
  Diluted                              $3.71   $5.61       $ 6.57  $ 9.02
</TABLE>



Long-Term Debt and Lease Obligations
- ------------------------------------
      In March 1998, the Company, through a special-purpose
financing entity which is consolidated, issued $604 million of
commercial paper to refinance certain lease commitments.
Although the issued commercial paper has short maturities, the
Company expects to continually rollover this obligation
throughout the 5-year life of its supporting liquidity facility
or bank standby facility.  As such, the commercial paper is
classified as a long-term obligation in the Company's statement
of financial position.

      The proceeds from the commercial paper, as well as $65
million from internally generated funds, were used to refinance
$669 million face-value of equipment certificates supporting
leveraged lease transactions between United and various lessors.
During the second quarter, the Company purchased an additional
$24 million face-value of equipment certificates using internally
generated funds.  While the terms of the original leases between
United and these lessors remain unchanged, these actions
effectively satisfy future minimum payments under these leases of
$976 million, which are scheduled for payment as follows:


<TABLE>
<CAPTION>
                         (In millions)
                                           After    
        1998   1999   2000   2001   2002   2002   Total
        ----   ----   ----   ----   ----   ----   -----
        <C>    <C>    <C>    <C>    <C>    <C>    <C>
         $12    $59    $60    $60    $54   $731    $976
</TABLE>



      Additionally, in connection with the acquisition of one
B747, four A319 aircraft, and several aircraft simulators, the
Company issued $226 million of secured notes during the nine-
month period.


Other Comprehensive Income
- --------------------------
      On January 1,1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income" which establishes standards for displaying
comprehensive income and its components in a full set of general
purpose financial statements.  The reconciliation of net income
to comprehensive net income is as follows:


<TABLE>
<CAPTION>
                                 Three Months Ended   Nine Months Ended
                                    September 30         September 30
                                   1998      1997       1998      1997
                                   ----      ----       ----      ----
<S>                               <C>       <C>        <C>       <C>
Net earnings, as reported         $ 425     $ 579      $ 768     $ 926
  Other comprehensive income          1        -          -         (2)
                                   ----      ----       ----      ----
Total comprehensive income        $ 426     $ 579      $ 768     $ 924
                                   ====      ====       ====      ====
</TABLE>


      Accumulated other comprehensive income included in other
stockholders' equity was $(2) million and $(2) million at
September 30, 1998 and December 31, 1997, respectively.

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 repurchase of up to $500 million of the Company's
common stock.  As of September 30, 3.6 million shares had been
repurchased and returned to treasury at a total cost of $247
million.  During October, an additional 1.9 million shares were
repurchased and returned to treasury at a total cost of $121
million.

Equity Put Warrants
- -------------------
      In connection with the Company's stock repurchase program,
UAL sold two million equity put warrants at various strike prices
in November.  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 $64.04 to $65.46, expire
at various dates through January 5, 1999 and are exercisable only
at maturity.

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, 1998, commitments for the purchase of
property and equipment, principally aircraft, approximated $7.2
billion, after deducting advance payments.  An estimated $0.5
billion will be spent during the remainder of 1998, $2.5 billion
in 1999, $1.8 billion in 2000 and $2.4 billion in 2001 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A320 and A319 aircraft, which are scheduled to
be delivered through 2002.  The above amounts include
commitments for the August 1998 order with Airbus Industrie for
an additional 10 A319 and 12 A320 aircraft to be delivered
through 2001.  These commitments, combined with aircraft
retirements, are part of the Company's plan to eventually
increase the fleet to an expected 645 aircraft at the end of
2001.





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 $894 million at September 30, 1998, compared to
$845 million at December 31, 1997.  Cash flows from operating
activities for the nine-month period amounted to $2.9 billion.
Financing activities included principal payments under debt and
capital lease obligations of $247 million and $271 million,
respectively and deposits of an equivalent $160 million in
Japanese yen, French francs and German marks with certain banks
in connection with the financing of capital lease transactions.
Additionally, the Company issued $830 million in debt during the
period and used part of the proceeds to purchase $693 million in
equipment certificates under Company operating leases.  See
"Long-Term Debt and Lease Obligations" in the Notes to
Consolidated Financial Statements for further details.

      Property additions, including aircraft and aircraft spare
parts, amounted to $2.4 billion, while property dispositions
resulted in proceeds of $413 million.  In the nine months of
1998, United took delivery of ten A320, thirteen A319, four
B777, two B757, four B767 and three B747 aircraft.  Thirty-one
of the aircraft were purchased and five were acquired under
capital leases.  Eight of the aircraft purchased during the
period were later sold and then leased back.  In addition,
United acquired four B727 and two DC10-10 aircraft off lease
during the first nine months and retired twenty-five B737, four
B747 and two DC10 aircraft.

      At September 30, 1998, commitments for the purchase of
property and equipment, principally aircraft, approximated $7.2
billion, after deducting advance payments.  Of this amount, an
estimated $0.5 billion is expected to be spent during the
remainder of 1998.  For further details, see "Contingencies and
Commitments" in the Notes to Consolidated Financial Statements.


RESULTS OF OPERATIONS
- ---------------------
      Summary of Results
      ------------------
      UAL's earnings from operations were $1,288 million in the
first nine months of 1998, compared to $1,168 million in the
first nine months of 1997.  UAL's net earnings were $768 million
($11.97 per share, basic; $6.57 per share, diluted), compared to
net earnings of $926 million during the same period of 1997
($14.68 per share, basic; $9.02 per share, diluted).  The 1997
nine-month period includes an after-tax one-time gain of $235
million ($3.97 per share, basic; $2.44 per share diluted) on the
ATS/Galileo transaction (see "Sale of Affiliate").

      In the third quarter of 1998, UAL's earnings from
operations were $695 million compared to $563 million in the
third quarter of 1997.  UAL had net earnings in the 1998 third
quarter of $425 million ($6.91 per share, basic; $3.71 per
share, diluted), compared to net earnings of $579 million in the
same period of 1997 ($9.39 per share, basic; $5.61 per share,
diluted).  The 1997 third quarter period includes an after-tax
one-time gain of $235 million ($3.93 per share, basic; $2.35 per
share diluted) on the ATS/Galileo transaction (see "Sale of
Affiliate").

      Management believes that a more complete understanding of
UAL's results can be gained by viewing them on a pro forma,
"Fully Distributed" basis.  This approach considers all ESOP
shares which will ultimately be distributed to employees
throughout the ESOP (rather than just the shares committed to be
released) to be immediately outstanding and thus Fully
Distributed.  Consistent with this method, the ESOP compensation
expense is excluded from Fully Distributed net earnings and ESOP
convertible preferred stock dividends are not deducted from
earnings attributable to common stockholders.  No adjustments
are made to Fully Distributed earnings to take into account
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 (in
millions, except per share):

<TABLE>
<CAPTION>
                       Three Months Ended                            Nine Months Ended
                       ------------------                            -----------------
           September 30, 1998     September 30, 1997     September 30, 1998     September 30, 1997
           ------------------     ------------------     ------------------     ------------------
            GAAP       Fully       GAAP       Fully       GAAP       Fully       GAAP       Fully
          (diluted) Distributed  (diluted) Distributed  (diluted) Distributed  (diluted) Distributed
          --------- -----------  --------- -----------  --------- -----------  --------- -----------
<S>         <C>       <C>         <C>        <C>         <C>        <C>          <C>       <C>
Net Income  $ 425     $ 516       $ 579      $ 734       $ 768      $1,152       $ 926     $1,325
                                                            
Per share   $3.71     $4.02       $5.61      $5.53       $6.57      $ 8.93       $9.02     $ 9.99
</TABLE>


      Specific factors affecting UAL's consolidated operations
for the third quarter and first nine months of 1998 are
described below.

      Third Quarter 1998 Compared with Third Quarter 1997
      ---------------------------------------------------
      Operating revenues increased $143 million (3%) and
United's revenue per available seat mile (unit revenue)
decreased very slightly to 10.39 cents compared to 10.43 cents a
year ago.  Passenger revenues increased $116 million (3%)
despite a 2% decrease in yield from 12.33 to 12.10 cents due to
a 5% increase in United's revenue passenger miles.  Available
seat miles across the system were up 4% over the third quarter
of 1997, resulting in a passenger load factor increase of 0.8
point to 76.1%.  The following analysis by market is based on
information reported to the U.S. Department of Transportation:


<TABLE>
<CAPTION>
                                    Increase (Decrease)
                                    -------------------
             Available Seat Miles                           Revenue Per Revenue
                 (Capacity)       Revenue Passenger Miles  Passenger Mile(Yield)
            --------------------  -----------------------  ---------------------
<S>                <C>                      <C>                    <C>
Domestic             6%                       8%                     4%
Pacific             (9%)                     (6%)                  (20%)
Atlantic            10%                       8%                    (5%)
Latin America       20%                       8%                   (10%)
</TABLE>


      Domestic yields increased as the U.S. economy continued to
expand and industry capacity growth remained relatively modest.
Results were also helped by the pilot strike at Northwest
Airlines.  Pacific yields continue to be negatively impacted by
the weakness of most Pacific currencies compared to the U.S
dollar, especially the Japanese yen, and the effects of the
Asian economic turmoil on demand for travel.  Year-over-year in
the third quarter of 1998 the Japanese yen was 18% weaker
compared to the U.S. dollar.  Yields in other international
markets have been impacted by a negative pricing environment
resulting from excess industry capacity and weakened economies.

      Cargo revenues increased $3 million (1%) on increased
freight ton miles of 3%.  A 1% higher freight yield was offset
by a 5% lower mail yield, resulting in 1% decrease to cargo
yield for the period.  Other operating revenues increased $24
million (9%) due to growth in frequent flyer program partner-
related revenues and contract sales to third parties.

      Operating expenses increased $11 million (0.3%) and
United's cost per available seat mile inclusive of ESOP
compensation expense decreased 3%, from 9.19 cents to 8.90
cents.  Without the ESOP compensation expense, United's cost per
available seat mile would have been 8.52 cents, a decrease of 1%
from the 1997 third quarter.  ESOP compensation expense
decreased $83 million (32%), reflecting a decrease in the
estimated average fair value of ESOP stock committed to be
released to employees as a result of the lower average price of
UAL's common stock in the 1998 third quarter.  Purchased
services increased $55 million (17%) due to increases in
computer reservations fees, credit card discounts,
communications expense and Year 2000 related spending.
Depreciation and amortization increased $17 million (9%) due to
an increase in the number of owned aircraft and aircraft under
capital lease.  Salaries and related costs increased $86 million
(7%) due to ESOP mid-term wage adjustments which took place in
July 1998 and increased staffing in certain customer-contact
positions.  Commissions decreased $55 million (13%) due to a
change in the commission structure implemented in the third
quarter of 1997 as well as a slight decrease in commissionable
revenues.  Aircraft fuel decreased $40 million (8%) due to a 10%
decrease in the cost of fuel from 65.3 cents to 58.5 cents a
gallon.  Aircraft maintenance increased $12 million (8%) due to
an increase in engine overhauls.  Aircraft rent decreased $14
million (6%) due to refinancing aircraft under operating lease.
Other expenses increased $14 million (3%) as a result of higher
advertising and promotion expense and cost of contract sales
partly offset by the sale of ATS.

      Other expense amounted to $47 million in the third quarter
of 1998 compared to $28 million in the third quarter of 1997
(excluding the gain on the ATS/Galileo transaction - see "Sale
of Affiliate").  Interest expense increased $19 million (26%)
due to the issuance of long-term debt in 1997 and 1998.
Interest income increased $2 million (15%) due to higher
investment balances.


      Nine Months 1998 Compared with Nine Months 1997
      -----------------------------------------------
      Operating revenues increased $137 million (1%) and
United's revenue per available seat mile (unit revenue)
decreased 2% to 10.18 cents.  Passenger revenues increased $149
million (1%) despite a 1% decrease in yield from 12.56 to 12.45
cents due to a 2% increase in United's revenue passenger miles.
Available seat miles across the system were up 3%; however
passenger load factor decreased 0.5 points to 72.1%.  The
following analysis by market is based on information reported to
the U.S. Department of Transportation:

<TABLE>
<CAPTION>
                                       Increase (Decrease)
                                       -------------------
               Available Seat Miles                            Revenue Per Revenue
                   (Capacity)        Revenue Passenger Miles  Passenger Mile(Yield)
               --------------------  -----------------------  ---------------------
<S>                   <C>                      <C>                    <C>
Domestic                4%                       4%                     3%
Pacific                (8%)                    (10%)                  (13%)
Atlantic               14%                      12%                    (5%)
Latin America          19%                       8%                    (8%)
</TABLE>


      Pacific yields continue to be negatively impacted by the
weakness of the Japanese yen compared to the dollar, and the
effects of the Asian economic turmoil on demand for travel.
Yields in other international markets have been impacted by a
negative pricing environment resulting from excess industry
capacity and weakened economies.

      Cargo revenues increased $32 million (5%) on increased
freight ton miles of 9%.  A relatively flat freight yield
together with  a 1% lower mail yield, resulted in a 1% decrease
in cargo yield for the period.  Other operating revenues
decreased $44 million (5%) due to the sale of the Apollo Travel
Services Partnership ("ATS") in July 1997, partially offset by
increases in frequent flyer program partner-related revenues and
contract sales to third parties.

      Operating expenses increased $17 million (0.1%) and
United's cost per available seat mile inclusive of ESOP
compensation expense decreased 3%, from 9.46 cents to 9.22
cents.  Without the ESOP compensation expense, United's cost per
available seat mile would have been 8.70 cents, a decrease of 3%
from the 1997 nine-month period.  ESOP compensation expense
decreased $3 million (0.5%), reflecting the decrease in the
estimated average fair value of stock committed to the
supplemental ESOP as a result of UAL's lower common stock price.
Purchased services increased $152 million (16%) due to increases
in computer reservations fees, credit card discounts,
communications expense and Year 2000 related spending.
Depreciation and amortization increased $49 million (9%) due to
an increase in the number of owned aircraft and aircraft under
capital lease.  Salaries and related costs increased $227
million (6%) due to ESOP mid-term wage adjustments which took
place in July 1998 and increased staffing in certain customer-
contact positions.  Commissions decreased $159 million (14%) due
to a change in the commission structure implemented in the third
quarter of 1997 as well as a slight decrease in commissionable
revenues.  Aircraft fuel decreased $213 million (14%) due to a
15% decrease in the cost of fuel from 70.1 cents to 59.4 cents a
gallon.  Aircraft rent decreased $35 million (5%) due to a
reduction in the number of aircraft under operating lease and
refinancing aircraft under operating lease.  Other expenses
decreased $23 million (1%) as a result of the sale of ATS.

      Other expense amounted to $115 million in the first nine
months of 1998 compared to $74 million in the first nine months
of 1997 (excluding the gain on the ATS/Galileo transaction - see
"Sale of Affiliate").  Interest expense increased $52 million
(24%) due to the issuance of long-term debt in 1997 and 1998.
Interest income increased $8 million (22%) due to higher
investment balances.

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.

      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 & WAGE ADJUSTMENTS
- -----------------------------------
      On April 2, 1998, the International Association of
Machinists and Aerospace Workers ("IAM") filed an application
with the National Mediation Board ("NMB") seeking recognition as
the collective-bargaining representative for United's
approximately 19,000 public contact employees (primarily customer
service and reservations sales and service representatives).  On
July 17, 1998, the NMB announced that the IAM had received
sufficient votes to represent United's public contact employees.
As a result, the IAM becomes the bargaining representative for
these employees and will begin negotiations regarding a contract
for the affected employees, a process which is expected to last
for several months.

     Also in July, United announced its intentions to improve
compensation and benefits for the Company's nearly 2,000
administrative employees hired on or after February 1, 1994
("post-ESOP employees").  Currently, the Company's administrative
employees are being paid under a two-tier wage structure which
went into effect at the time of the 1994 recapitalization.
Effective April 13, 2000, the two-tier wage structure will be
eliminated and post-ESOP employees will be paid on the same basis
as those employees hired prior to February 1, 1994.  In addition,
on January 1, 1999, the benefits for post-ESOP employees will
match those of employees hired prior to February 1, 1994,
including company-paid medical, dental and pension.  The Company
expects the increase in salaries and related costs resulting from
this change to be immaterial.


DEPARTMENT OF TRANSPORTATION POLICY STATEMENT
- ---------------------------------------------
     On April 10, 1998, the Department of Transportation ("DOT")
issued a proposed Statement of the Department of Transportation's
Enforcement Policy Regarding Unfair Exclusionary Conduct in the
Air Transportation Industry.  The proposed policy sets forth
tentative findings and guidelines for use by the DOT in
evaluating whether major carriers' competitive responses to new
entry warrant enforcement action.  On July 24, 1998, United filed
comments on the proposed policy, opposing the policy as being
anti-competitive, anti-consumer and outside of the DOT's
administrative authority.

     In a related matter, the Omnibus Consolidated and Emergency
Supplemental Appropriations Act signed by President Clinton on
October 21, 1998, requires certain specified studies to be
prepared and transmitted to Congress concerning the various
factors which may impact competition in the airline industry.
This legislation effectively suspends implementation of the above
stated DOT policy until the required studies are completed.


UNITED-DELTA ALLIANCE
- ---------------------
      On April 30, 1998, United announced a tentative, seven-year
bilateral alliance with Delta Air Lines, Inc. ("Delta") that
allowed code-sharing between the carriers, if approved by both
carriers' pilot unions, reciprocal participation in frequent
flyer programs, as well as other areas of marketing cooperation.

      United and Delta initially expected to implement code-
sharing on U.S. domestic flights and eventually including
international flights in Latin America and the Pacific, pending
agreement of both companies' foreign alliance partners and the
appropriate governments.  During August 1998, the Delta pilots'
union said it would no longer consider the approval of the code-
sharing aspect of the alliance.  As a result, Delta has
discontinued consideration of the code-sharing arrangements with
United.

      Effective September 1, 1998, United and Delta participate
in each other's frequent flyer programs.  Frequent flyer members
can earn miles on United and Delta flights within the United
States, Puerto Rico and the U.S. Virgin Islands and choose to
credit the miles to their frequent flyer account with either
carrier.  Effective October 15, participants in United's and
Delta's frequent flyer programs can redeem miles on either
carriers' routes within the United States, Puerto Rico and the
U.S. Virgin Islands.

UPDATE ON YEAR 2000 READINESS
- -----------------------------
     The Company, like most corporations, faces potential
problems if software applications, computer equipment and
embedded computer chips fail to recognize calendar dates
beginning in the year 2000. The Company has developed a five-step
process to achieve Year 2000 readiness: Awareness, Inventory,
Assessment, Remediation, and Testing.  Awareness consists of the
initial recognition that a program, system, or device could be
date-sensitive and susceptible to malfunction.  Inventory refers
to the identification and documentation of all such programs,
systems, and devices.  Assessment refers to the evaluation and
determination of what course of action should be taken with
respect to a specific program, system or device.  Remediation
refers to the corrective action taken, such as repairing or
replacing, to avoid malfunctions.  Testing consists of all
activities undertaken to gain assurance that the remediated
program, system or device will function as expected for dates
after 1999.  The Company has established a Year 2000 Program
office to oversee this process.

     The above-referenced five-step process is being applied in
four major areas.  The first area consists of the information
systems maintained and supported by the Company's Information
Services Division, collectively referred to as information
technology or "IT" systems.  The IT systems include, among other
things, (1) the hardware related infrastructure, which includes
voice and data communications networks, and (2) mainframe and non-
mainframe based software applications.  The Company develops and
uses these software applications in functions such as
reservations, ticketing, flight scheduling, seat inventory and
customer service.

     The second area consists of user maintained applications
that generally are not supported by the Company's Information
Services Division.  The third area consists of operational
systems and devices that include, among other things, aircraft
avionics, baggage handling, aircraft ground handling, passenger
loading bridges, and flight simulators. User maintained
applications and operational systems and devices are collectively
referred to as "non-IT systems."

     The fourth area consists of the Company's critical business
partners which would include, among others, air traffic control
systems, airport authorities, telecommunications providers, computer
reservation systems, and airframe and engine manufacturers.

     As discussed below, the Company remains on target in
completing its five-step process.  The awareness and inventory
phases are complete.  The assessment phase is complete with
respect to IT and non-IT systems, and substantial progress has
been made in the remediation phase of the IT systems, and with a
few exceptions for non-critical systems, all IT and non-IT
systems will be remediated by March 31, 1999.  The assessment
process is still ongoing with respect to critical business
partners.

     IT systems. The Company remains on schedule for completing
the remediation of its hardware infrastructure.   Remediation and
the initial system testing of the mainframe hardware is expected
to be completed by December 31, 1998, while all other hardware
infrastructure, including data and voice networks, is expected to
be remediated and tested by March 31, 1999.  The Company is
developing a plan to remediate desktop computers, all of which
are expected to be remediated by June 30, 1999.

     Remediation and initial testing of all internally developed
IT software applications is expected to be completed by December
31, 1998.  Currently about 90% of the affected applications have
been remediated.  Of the remediated applications, most have been
fully tested and the rest are in the final testing stage.  The
remaining 10% of affected applications are currently being
remediated.

     System integration testing for all IT systems that are
critical to the operations is expected to be completed by March
31, 1999, and system integration testing for all other systems is
expected to be completed by June 30, 1999.

     Non-IT Systems.  The technical assessment stage for non-IT
systems is complete.  Most airport systems (including aircraft
ground handling equipment, customer service equipment at airports
and passenger loading bridges) are not date-sensitive and
therefore will not require remediation.  Those non-IT systems
that are date-sensitive and critical to the Company's business,
such as aircraft avionics and flight simulators, are scheduled to
be remediated and tested by March 31, 1999, while all others are
expected to be completed by June 30, 1999.

     Critical Business Partners.  The Company has grouped its
critical business partners into three categories: strategic,
preferred or commodity.  The "strategic" category consists of
those partners, such as air traffic control systems, airport
authorities, telecommunications providers, computer reservation 
systems, and airframe and engine manufacturers, without which 
the Company would cease to operate.  The "preferred" category 
consists of partners that have substantial interaction with the 
Company, but whose absence would not necessarily cause an 
immediate or irreversible interruption or cessation of business 
operations.  The "commodity" category consists of those partners 
who provide goods or services that could be readily replaced and 
whose absence would not materially impact the business. The Company 
has been contacting its "strategic" partners to ascertain their 
state of Year 2000 readiness, and the Company expects to have 
contacted all of them by December 31, 1998.  The other partners 
(preferred and commodity) are expected to be contacted by 
March 31, 1999.

     The Company is working closely with the Air Transport
Association ("ATA"), an industry organization consisting mostly
of North American airlines.  The ATA has undertaken a study
to assess the process that major domestic airports are using to
achieve Year 2000 readiness.  Preliminary results of that study
suggest most of the larger domestic airports are making progress
toward being Year 2000 ready.  Many of the smaller domestic
airports do not, as yet, have detailed Year 2000 plans in place.
A similar project is underway with the International Air
Transport Association to review the Year 2000 process at
international airports.  Current information suggests that some
key international airports may be behind schedule.

     The Company's aircraft manufacturers have concluded that
there are no flight safety issues.  However, the Company
continues to test its aircraft systems and to work with its
manufacturers to ensure Year 2000 readiness.

     To date, the Company has projected that it will cost
approximately $70 million ($22 million in capital spending and
$48 million in expense) to make the Company Year 2000 ready.  Of
that total, $23 million has already been spent and $10 million is
expected to be spent during the fourth quarter of 1998, while the
remaining $37 million is expected to be spent in 1999.  All the
amounts expected to be recognized as expense in 1998 have been
taken into consideration in the earnings outlook discussed in the
"Outlook for the Fourth Quarter and Full Year 1998" section.
Because the Company is still determining the remediation plans
for desktop hardware and some non-IT systems, final costs could
differ significantly from the above estimates.

     A series of airline readiness reviews are planned during the
second quarter of 1999 to ensure aircraft, airports, support
groups and critical business partners are prepared for Year 2000
and can provide uninterrupted operations.  The Company will
complete a risk analysis and develop risk estimates after
completing the airline readiness reviews.  Based on the results
of the airline readiness review, the Company will develop any
contingency plans that are needed.  At this point in time, the
Company does not have specific Year 2000 contingency plans in
place.

     The Company believes that the current and planned activities
to modify its systems will reduce the risks of a business 
interruption.  A failure by its systems to be Year 2000 ready could
materially and adversely impact the Company's results of operations,
liquidity and financial condition.  The Company also relies heavily 
upon its critical business partners in carrying out its normal 
business activities.  Failure by critical business partners to be  
Year 2000 ready could materially and adversely impact the Company's
results of operations, liquidity and financial condition. Due to
the general uncertainty surrounding the Year 2000 problem, and the 
uncertainty surrounding the readiness of its critical business partners, 
the Company is unable at this time to determine if any failure will 
occur or if such failure will have a material impact on the Company's 
results of operations, liquidity or financial condition.  

     Readers are cautioned that the Year 2000 section contains 
forward-looking information.  Please see the "Outlook" for a list 
of some of the factors that could cause actual results to differ 
materially from expected results.


NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
      In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS No. 133"), which establishes accounting and reporting
standards requiring that every derivative instrument be recorded
in the balance sheet as either an asset or liability measured at
its fair value.  SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.  Special
accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the
income statement, and requires that a company must formally
document, designate and assess the effectiveness of transactions
that receive hedge accounting.

      SFAS No. 133 is effective for fiscal years beginning after
June 15, 1999.  The Company has not yet quantified the impacts
of adopting SFAS No. 133 on the financial statements.  However,
it could increase volatility in earnings and other comprehensive
income.

OUTLOOK 
- -------
      In the fourth quarter of 1998, available seat miles are
expected to increase approximately 3%, with total system
revenue per available seat mile approximating last year within
1% up or down.  Costs per available seat mile excluding ESOP 
charges are expected to approximate 1% worse than the prior year.  
This unit cost forecast assumes the average cost of jet fuel 
per gallon in the fourth quarter is lower in 1998 than in 1997.  
Industry capacity increases in international markets and
the economic situation in Asia are forecast to adversely affect
international revenue performance.

      The Company anticipates its "fully distributed" earnings
per share in 1998 will slightly exceed those for 1997 (see
"Results of Operations, Summary of Results" for further
explanation of this pro forma methodology).  At the same time,
the Company is uncertain whether the Pacific operations will be
profitable for the full year.  These foregoing expectations are 
based on the actual results for the first three quarters of the 
year and the following additional assumptions:  a continuation 
of the current domestic economic environment, continued industry 
capacity increases in the international arenas, continued economic
weakness in Asia, fuel prices lower than in 1997 and a yen-dollar
exchange rate closer to October 1998 level than levels in the
first nine months of 1998.  (See Item 3 below for the impact of
the appreciation in the Japanese yen versus the U.S. dollar
during October 1998).

      In November, United implemented changes to its travel agency 
commission rate for international travel purchased in the U.S. and      
Canada.  Effective November 12, 1998, tickets purchased in the U.S.
and Canada for travel outside those points will earn an 8% base
commission rate with a maximum pay out of $50 one-way ($100 
round-trip).  This action is expected to save approximately $100 
million annually in commission costs.

      The information included in the previous paragraphs and in
the paragraph "Update on Year 2000 Readiness" as well as the
asterisked information in Item 3 below, 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, international revenues,
unit revenues, unit costs, fuel prices and fully distributed
earnings per share include: industry capacity decisions, the
airline pricing environment, fuel prices, the success of the
Company's cost-control efforts, actions of the U.S., foreign and
local governments, the Asian economic environment and travel
patterns, foreign currency exchange rate fluctuations, the
economic environment of the airline industry and the general
economic environment.  Some factors that could significantly
impact the Company's expected Year 2000 readiness and the
estimated cost thereof include: the results of the technical
assessment, remediation and testing of date-sensitive systems and
equipment and the ability of critical business partners,
including domestic and international airport authorities,
aircraft manufacturers and the Federal Aviation Administration to
achieve Year 2000 readiness.



I
tem 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------
      For information regarding the Company's exposure to certain
market risks, see Item 7A. Quantitative and Qualitative
Disclosures About Market Risk in UAL's Annual Report on Form 10-K
for the year 1997.  Significant changes which have occurred since
year-end are as follows:


<TABLE>
<CAPTION>
Price Risk (Aircraft fuel) -

(In millions, except average contract rates)
- --------------------------------------------
                                     Notional     Average    Estimated Fair Value as
                                      Amount   Contract Rate  of September 30, 1998
                                     --------  ------------- -----------------------
<S>                                    <C>       <C>                  <C>                             
Purchased call contracts - Crude oil   $ 515     $17.40/bbl           $  24
                         - Heating oil $  25     $ 0.42/gal           $   2
                                                          
Sold put contracts - Crude oil         $ 368     $17.46/bbl           $ (40)
                   - Heating oil       $  19     $ 0.43/gal           $  (1)
</TABLE>



<TABLE>
<CAPTION>
Foreign currency (Japanese Yen) -

(In millions, except average contract rates)
- --------------------------------------------
                                     Notional     Average    Estimated Fair Value as
                                      Amount   Contract Rate  of September 30, 1998
                                     --------  ------------- -----------------------
<S>                                   <C>         <C>                <C>
Purchased put contracts               $ 356       $130.68            $  21
                                                          
Sold call contracts                   $ 358       $129.68            $ (13)
</TABLE>
                                                     

      The appreciation of the Japanese yen during October 1998
decreased the estimated fair value of the sold calls by $35
million to $40 million, some or all of which may be recognized as
an expense in the fourth quarter of 1998 depending upon the
relative value of the Japanese yen versus the U.S. dollar during
and at the end of the period.*



                      Part II.  OTHER INFORMATION
                      -------   -----------------


Item 5.  Other Information
- ------   -----------------
      
         In November, United implemented changes to its travel agency 
commission rate for international travel purchased in the U.S. and      
Canada.  Effective November 12, 1998, tickets purchased in the U.S.
and Canada for travel outside those points will earn an 8% base
commission rate with a maximum pay out of $50 one-way ($100 
round-trip).  
         


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 22, 1998 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 13, 1998




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

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

10.1      Employment Agreement, dated September 25, 1998,
          between John A. Edwardson and United Air Lines, Inc.
          and UAL Corporation.

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.






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


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

entered into as of September 18, 1998 between United Air

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

UAL sometimes collectively referred to as "United") and John

A. Edwardson residing at 747 Sheridan Road, Wilmette,

Illinois 60091 (sometimes referred to as "Executive").



     WHEREAS, Executive has served and is presently serving

as President and Chief Operating Officer (hereinafter

referred to as "Executive Position"); and as a Director of

UAL, 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");



     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 Positions;



     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 September

18, 1998 and this Agreement otherwise shall become effective

as of September 25, 1998 (the "Effective Date").  Thereafter, 

Executive will be employed by United, and he will perform 

services for United by being "on call", including testifying 

on behalf of United, and such assignments consistent with 

Executive's experience as may be reasonably requested by 

United's Chairman and reasonably acceptable to Executive.


     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 the Effective

Date  through September 24, 2001, subject to sooner

termination pursuant to Paragraph 5 (such period, as it may

be shortened pursuant to Paragraph 5, being herein called

the "Term").


     3.  Compensation:
         -------------
         A.  United will pay Executive a salary of

         $41,348.67 per month beginning with the Effective

         Date and continuing through December 31, 1998.

          
         B.  United will pay Executive a salary of

         $2,500.00 per month beginning January 1, 1999 and

         continuing for the Term.

          
         C.  On January 4, 1999 United will pay Executive

         a lump sum severance payment in the amount of

         $2,501,816.13.  Such lump sum payment will not be

         considered earnings for any employee benefit plan

         except as specified in Paragraph 4.H.

          
         D.  The salary payments provided for in

         Paragraphs 3.A and 3.B 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.  All payments, including the

         lump sum payment in paragraph 3.C., will be

         subject to withholding for taxes and other

         purposes as required by applicable law.  During

         the Term, Executive will not be entitled to any

         increase nor subject to any decrease in such payments.


     4.  Benefits:  Notwithstanding what may be provided to
         ---------
other active employees of United from time to time,

Executive shall be entitled to the following benefits, and

only the following benefits, during the Term as follows:


     A.  Free and Reduced Rate Transportation:  United
         shall provide to Executive and his eligibles free
         and reduced rate transportation of the type
         granted to active officers in accordance with
         company regulations as revised from time to time.
         At the regular September, 1998 UAL board of
         directors meeting, United shall also seek the
         designation Director Emeritus for Executive from
         the UAL board of directors, to confer upon
         Executive the travel and cargo privileges accorded
         a Director Emeritus.  If Executive is designated
         Director Emeritus at any time during the Term,
         Executive and his eligibles will thereafter no
         longer be entitled to the free and reduced rate
         transportation granted to active officers.  United
         shall have no responsibility to Executive with
         respect to transportation after the Term if the
         UAL board of directors does not approve such
         designation.
         
     B.  United Air Lines, Inc. Management and Salaried
         Employees' Retirement Plan:
     
         Executive's participation in (i) the United Air Lines,
         Inc. Management and Salaried Employees' Retirement Plan
         (the "Qualified Retirement Plan") and (ii) the United
         Air Lines, Inc. Supplemental Retirement Plan (the
         "Supplemental Plan") shall be in accordance with their
         terms (collectively, the "Retirement Plan") and the
         provisions of this Agreement.
         
         For purposes of determining the amount of the
         Executive's pension benefit under the Retirement Plan,
         United agrees that (a) Executive's Final Average
         Earnings shall be $1,029,643.32 ($85,803.61 when
         expressed as a monthly amount), which takes into
         account the payments to be made to the Executive under
         Paragraph 3 above, (b) Executive's years of
         participation credit shall be 16.167, (c) the service
         requirement for retirement is waived, and (d) no
         decrement based upon the Executive's age shall be
         imposed.  Notwithstanding Executive's continued
         employment during the Term or otherwise, in no event
         shall the Executive's Final Average Earnings or years
         of participation credit exceed the amounts set forth
         above.  Based on the foregoing, Executive is entitled
         to a monthly single life annuity of $21,827.13 (.016
         times 16.167 times $85,803.61 less $367.86 for the cost
         of the pre-retirement survivor benefit), commencing on
         the first day of the month following the Executive's
         attainment of age 55.  Except as provided in the last
         sentence of the following paragraph, to the extent the
         retirement benefit cannot be paid from the Qualified
         Retirement Plan due to IRS limitations, the payment
         shall be paid from the Supplemental Plan.
         
         Executive may elect in writing prior to December 31,
         1998 to receive a lump sum payment in lieu of the
         portion of such benefit payable under the Supplemental
         Plan.  The lump sum payment will be equal to the
         actuarial equivalent lump sum value of the $21,827.13
         monthly life annuity described above, reduced by the
         actuarial lump sum value of the portion of such annuity
         expected to be paid under the Qualified Retirement
         Plan.  The actuarial lump sum values shall be
         calculated as of January 1, 1999, using the following
         assumptions:  the GAM-83 unisex mortality table, the
         current FAS-87 discount interest rate of 7% and by
         increasing Executive's attained age as of January 1,
         1999 by three (3) years.  The lump sum payment shall be
         made to the Executive on January 4, 1999.  In the event
         Executive has elected to receive the lump sum payment
         and he dies prior to the payment thereof, then the lump
         sum amount shall be paid to the Executive's surviving
         spouse on January 4, 1999, as if the Executive had
         survived to that day (or, if his spouse does not
         survive to January 4, 1999, then his estate).  Upon
         receipt of the lump sum payment, neither Executive nor
         Executive's spouse or estate shall be entitled to any
         additional payments under the Supplemental Plan and the
         only benefits payable shall be those under the
         Qualified Retirement Plan in accordance with its terms.
     
         United agrees to provide Executive with a calculation
         of the estimated amount of the lump sum payment within
         twelve (12) business days of the date of this
         Agreement.  Executive acknowledges that the benefits
         payable hereunder will be subject to withholding for
         taxes and will not be considered earnings for the
         purposes of any employee benefit plan.  Executive
         further acknowledges that he shall not be entitled to
         any additional participation credit under the
         Retirement Plan with respect to employment during the
         Term hereof.
     
     C.  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.
     
     D.  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.
     
     E.  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 5 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
         termination of this Agreement.  The terms of
         Executive's coverage and option for continuation
         of the Officer's Split Dollar Life Insurance after
         termination of this Agreement will be explained in
         a separate letter upon termination of this Agreement.
     
     F.  Disability Income Benefits:  Executive will
         continue to be covered by the Long Term Disability
         plan and 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.
         
         
     G.  Stock:  Stock grants or awards made to Executive under the
         UAL, Inc. 1981 Incentive Stock Plan (the "Plan") and the 1988
         Restricted Stock Plan ("1988 Plan") before the Effective Date
         will immediately vest upon the Effective Date.  Executive's
         resignation of his employment under Paragraph 1 is an early
         retirement under the Supplemental Plan within the meaning of the
         Plan and the Option Agreements.  Accordingly, Executive shall
         have until the expiration date as originally fixed to exercise
         each such option.  Executive will not be eligible for any grants
         made under the Plan or the 1988 Plan after the Effective Date.
     
     H.  Employee Stock Ownership Plan:  Executive will
         continue to be eligible to participate in the
         current ESOP and to receive future stock
         allocations in accordance with the terms of the
         plan. For the purpose of determining the amount of
         stock to be allocated to Executive's ESOP account
         for the 1999 and 2000 plan years, the compensation
         described in Paragraph 3.B will be excluded and
         the lump sum payment provided in Paragraph 3.C.
         will be deemed to have been paid as follows:
         Executive's monthly salary will be deemed to be
         $41,348.67 and a bonus deemed to have been
         received as follows - $362,596 paid March, 1999
         and $421,756 paid March, 2000.  Such stock
         allocation will be made to the Supplemental ESOP.
         
     I.  Financial Planning Services:  Executive will be
         eligible to utilize financial planning services on
         the same basis as an actively employed senior
         officer of United as of the Effective Date.
         Annual allocations of $4,000 each will be made in
         the years 1999, 2000 and 2001.
     
     J.  Club Fees:  United will continue to reimburse
         Executive for club membership fees for each year
         during the Term up to the annual amount United
         reimburses Executive as of the Effective Date.
     
     K.  Other Fees:  United will reimburse Executive for
         expenses for office space and secretarial support
         for up to one year following the Effective Date of
         this Agreement.  United will also reimburse
         Executive for legal, accounting and advisor fees
         and expenses reasonably incurred by the Executive
         in connection with the negotiation and preparation
         of this Agreement and media communications
         concerning Executive's resignation of his
         Executive Positions.  The maximum amount United
         will reimburse for all expenses described in this
         Paragraph 4.K. is $75,000.
     
     L.  Automobile: Executive will dispose of the vehicle
         United currently leases for Executive in
         accordance with directions provided by United.
         United will pay to Executive an annual car
         allowance of $7,500.  Such allowance shall be
         payable no later than January 15 of each year and
         will be subject to withholding for taxes and other
         purposes as required by applicable law.
         
     M.  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.
     
     N.  Vacation and Holidays:  Executive will be paid for
         any accrued but unused vacation time accrued as of
         the Effective Date.  Such payment will be made
         within 30 days of the Effective Date of this Agreement.
     
     O.  Each of the benefits enumerated in Paragraph 4 is
         subject to the practices, rules, and regulations
         of United, as in effect from time to time.


     5.   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,

except as specifically provided in this Agreement, will no

longer be entitled to any of the benefits of this Agreement

(including the entitlement to the payment and benefits

described in Paragraph 4, other than those required by law

or otherwise vested), on the happening of the earliest of

the following events:

          
                   (i)  Executive's death;
           
                  (ii)  11:59 p.m. on September 24, 2001.
           
          
          Notwithstanding such termination, Executive shall

continue to be bound by the provisions of Paragraphs 6

through 20 of this Agreement.


          B.  Election of Executive:  During the Term, if
              ----------------------
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 payments payable under Paragraph 3 of this

Agreement between the effective date of Executive's election

to terminate his employment under this Agreement and

September 24, 2001.  Such payment will be made promptly

following Executive's termination of employment, but not

earlier than January 1, 1999.  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

Chairman 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 4, other than those required

by law or otherwise vested).


          6.   [Reserved]
               ----------


          7.  Assent and Release:  A.  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 Title VII of the Civil Rights Act of

1964, the federal Age Discrimination in Employment Act of

1967, as amended ("ADEA"), 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

resulting, in the normal course, from Executive's employment

through the Effective Date.  It is agreed that this

paragraph shall survive termination of this Agreement.


          B.  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 September 12, 1998 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,
     other than those required by law or otherwise vested.
     

          8.  Non-Assignability:  This Agreement and the
              ------------------
benefits hereunder are not assignable or transferable by

Executive.


          9.  Binding of Successors.  United will be required to have
              ----------------------
any successor to all or substantially all of its business and/or

assets expressly assume and agree to perform this  Agreement in

the same manner and to the same extent that United would be

required to perform if no such succession had taken place.

     
         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.  Gross-Up Payment for Golden Parachute Taxes.  
              --------------------------------------------
If it is determined that any payment by United to or for the benefit 

of the Executive, under the Agreement or otherwise, would be subject

to the federal excise taxes imposed on golden parachute payments,

United will make an additional payment to the Executive (the

"Gross-Up Payment") in amount sufficient to cover:

         (a)  Any golden parachute excise tax payable by the Executive,

         (b)  All taxes on the Gross-Up Payment, and

         (c)  All interest and/or penalties imposed with respect to 
              such taxes.

     
         13.  Withholding.  Anything in this Agreement to the
              ------------
contrary notwithstanding, all payments required to be made by the

Employer hereunder to the Executive shall be subject to

withholding of such amounts, at the time payments are actually

made to the Executive and received by him, relating to taxes as

United may reasonably determine it should withhold pursuant to

any applicable law or regulation.  In lieu of withholding such

amounts, in whole or in part, United may, in its sole discretion,

accept other provision for payment of taxes as required by law,

provided that it is satisfied that all requirements of law

affecting its responsibilities to withhold such taxes have been

satisfied.


         14.  No Duty to Mitigate.  After termination of
              --------------------
employment, the Executive will not be obligated to mitigate

damages by seeking other comparable employment, and any severance

benefits payable to the Executive will not be subject to

reduction for any compensation received from other employment.


         15.  Confidentiality.  The Executive shall hold in fiduciary
              ----------------
capacity for the benefit of United all secret or confidential

information, knowledge or data relating to United, or its

subsidiaries, affiliates and businesses, which shall have been

obtained by the Executive pursuant to his employment by United or

any of its subsidiaries and affiliates and which shall not have

become public knowledge (other than by acts by the Executive or

his representatives in violation of this Agreement).  After

termination of the Executive's employment with United, the

Executive shall not, without the prior written consent of United,

communicate or divulge any such information, knowledge or data to

anyone other than United and those designated by it.  In no event

shall an asserted violation of the provisions of this Paragraph

15 constitute a basis for deferring or withholding any amounts

otherwise payable to the Executive under this Agreement.  The

Executive acknowledges and agrees that due to the confidential

and proprietary nature of the Confidential Information he

possesses, a breach or threatened breach by him of any of the

provisions contained in this Paragraph 15 will cause United

irreparable injury.  Therefore, in addition to any other rights

or remedies, the Executive agrees that United shall be entitled

to a temporary, preliminary, and permanent injunction enjoining

or restraining the Executive from any such violation or

threatened violation, with the necessity of proving inadequacy of

monetary damages or the posting of any bond or security.


         16.  Public Relations:  United agrees to reasonably
              -----------------
cooperate with Executive regarding internal and media

communications concerning Executive's resignation of his

Executive Positions, it being understood that United ultimately

shall have sole and complete discretion regarding the timing,

content, and other aspects of its internal and media

communication.  The initial media communication regarding

Executive's resignation will be substantially in the form of

Exhibit A attached hereto.


         17.  Indemnification.  To the fullest extent permitted by
              ----------------
law, United will indemnify the Executive (including the

advancement of expenses) for any judgments, fines, amounts paid

in settlement and reasonable expenses, including attorney's fees,

incurred by the Executive in connection with the defense of any

lawsuit or other claim to which he is made a party by reason of

being or having been an officer, director or employee of UAL,

United Airlines or any of their  subsidiaries.  In addition,

United will maintain, with coverage for the Executive, director

and officer liability insurance at least as comprehensive as, and

in an amount at least equal to, that maintained by United on

September 1, 1998.


         18.  Payment of Legal and other Fees.  If either party is
              --------------------------------
required to seek enforcement of this Agreement, each party will

be responsible for paying its own attorneys' fees and expenses.


         19.  Arbitration.  Any controversy or claim relating to this
              ------------
Agreement (except for court action initiated by United to enforce

the Executive's covenants as to confidentiality) will be settled

exclusively by arbitration in Chicago, Illinois in accordance

with the rules of the American Arbitration Association then in

effect.  Any arbitration award will be binding on the parties and

may be enforced in any court having jurisdiction; provided,

however, that the Executive shall be entitled to seek specific

performance of his right to be paid during the pendency of any

dispute or controversy arising under or in connection with this

Agreement.


         20.  Supersedes Prior Agreement.  This Agreement supersedes
              ---------------------------
and voids any prior oral or written agreement relating in any way

to the Executive's employment with United Airlines or UAL which

may have been entered into between parties hereto.  Any change to

the Agreement after its Effective Date must be in writing and

must be executed by United Airlines, UAL and the Executive.


         21.  Miscellaneous.
              --------------
              (a)  This Agreement shall be governed by and construed

in accordance with the laws of the State of Illinois, without

reference to principles of conflict of laws.  The captions of

this Agreement are not part of the provisions hereof and shall

have no force or effect.  This Agreement may not be amended or

modified otherwise than by a written agreement executed by the

parties hereto or their respective successors and legal representatives.

              (b)  All notices and other communications hereunder

shall be in writing and shall be given by hand delivery to the

other party or by registered or certified mail, return receipt

requested, postage prepaid, addressed as follows:

               If to the Executive:
               Mr. John A. Edwardson
               747 Sheridan Road
               Wilmette, Illinois 60091

               with a copy to:
               Robert J. Stucker
               Vedder, Price, Kaufman, and Kammholz
               222  North LaSalle Street
               Chicago, Illinois 60601-1003

               If to United:
               1200 East Algonquin Road
               Elk Grove Township, Illinois   60007
               Attn:  General Counsel

or to such other address as any of the parties shall have

furnished to the other in writing in accordance herewith.  Notice

and communications shall be effective when actually received by

the addressee.

              (c)  None of the provisions of the Agreement shall be

deemed to be a penalty.

              (d)  The invalidity or unenforceablity of any provision

of this Agreement shall not affect the validity or enforceability

of any other provision of this Agreement.

              (e)  Either party's failure to insist upon strict

compliance with any provision hereof shall not be deemed to be a

waiver of such provision or any other provision hereof.

              (f)  This Agreement may be executed simultaneously in

two or more counterparts, each of which shall be deemed an

original, but all of which together shall constitute one and the

same instrument.

              (g)  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 the Agreement as of

September 18, 1998 at the World Headquarters of United Air Lines,

Inc., 1200 East Algonquin Road, Elk Grove Twp., Illinois 60007.



United Air Lines, Inc.,       UAL Corporation           Executive



By:/s/ G. Greenwald           By:/s/ G. Greenwald       By:/s/ John Edwardson

Its:  Chairman and            Its:  Chairman and        John A. Edwardson
Chief Executive Officer       Chief Executive Officer






<TABLE>
<CAPTION>
                                                            Exhibit 12.1



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

                                              Nine Months Ended
                                                 September 30
                                               1998        1997
                                               ----        ----
                                                 (In Millions)
<S>
Earnings:                                   <C>         <C>     
                                                          
 Earnings before income taxes               $1,173      $1,472
   Fixed charges, from below                   731         728
   Undistributed earnings of affiliates        (53)        (20)
   Interest capitalized                        (82)        (75)
                                             -----       -----      
       Earnings                             $1,769      $2,105
                                             =====       =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                         $  265      $  213
   Portion of rental expense                              
     representative of the interest factor     466         515
                                             -----       -----
   Fixed charges                            $  731      $  728
                                             =====       =====
                                                          
Ratio of earnings to fixed charges            2.42        2.89
                                             =====       =====
                                                          
</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                                           
                                                  1998        1997
                                                  ----        ----
                                                    (In Millions)
<S>                                             <C>        <C>
Earnings:                                                 
                                                          
  Earnings before income taxes                  $1,173      $1,472
  Fixed charges, from below                        858         823
  Undistributed earnings of affiliates             (53)        (20)
  Interest capitalized                             (82)        (75)
                                                 -----       -----   
       Earnings                                 $1,896      $2,200
                                                 =====       =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                             $  265      $  213
   Preferred stock dividend requirements           127          95
   Portion of rental expense                              
     representative of the interest factor         466         515
                                                 -----       -----
   Fixed charges                                $  858      $  823
                                                 =====       =====
                                                          
Ratio of earnings to fixed charges                2.21        2.67
                                                 =====       =====
                                                          
</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, 1998 AND CONDENSED STATEMENT OF 
CONSOLIDATED FINANCIAL POSITION AS OF SEPTEMBER 30, 1998 AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>
<FISCAL-YEAR-END>                               DEC-31-1998
<PERIOD-START>                                  JAN-01-1998
<PERIOD-END>                                    SEP-30-1998
<PERIOD-TYPE>                                         9-MOS
<CASH>                                                  447
<SECURITIES>                                            447
<RECEIVABLES>                                         1,405
<ALLOWANCES>                                              0
<INVENTORY>                                             364
<CURRENT-ASSETS>                                      3,191
<PP&E>                                               18,621
<DEPRECIATION>                                        5,772
<TOTAL-ASSETS>                                       18,900
<CURRENT-LIABILITIES>                                 5,908
<BONDS>                                               4,767
<PREFERRED-MANDATORY>                                     0
<PREFERRED>                                               0
<COMMON>                                                  1
<OTHER-SE>                                            3,305
<TOTAL-LIABILITY-AND-EQUITY>                         18,900
<SALES>                                                   0
<TOTAL-REVENUES>                                     13,280
<CGS>                                                     0
<TOTAL-COSTS>                                        11,992
<OTHER-EXPENSES>                                          0
<LOSS-PROVISION>                                          0
<INTEREST-EXPENSE>                                      265
<INCOME-PRETAX>                                       1,173
<INCOME-TAX>                                            401
<INCOME-CONTINUING>                                     768
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                            768
<EPS-PRIMARY>                                         11.97
<EPS-DILUTED>                                          6.57
                                                       

</TABLE>