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 March 31, 1999

                                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                      April 30, 1999
                  -----                      --------------
       Common Stock ($0.01 par value)          51,950,145 



   UAL Corporation and Subsidiary Companies Report on Form 10-Q
   ------------------------------------------------------------
               For the Quarter Ended March 31, 1999
               ------------------------------------
Index
- -----


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


          Item 1.   Financial Statements

                    Condensed Statements of Consolidated           3
                    Financial Position - as of March 31, 1999
                    (Unaudited) and December 31, 1998


                    Statements of Consolidated Operations          5
                    (Unaudited) - for the three months ended
                    March 31, 1999 and 1998


                    Condensed Statements of Consolidated           6
                    Cash Flows (Unaudited) - for the three
                    months ended March 31, 1999 and 1998


                    Notes to Consolidated Financial                7

                    Statements (Unaudited)
                  


          Item 2.   Management's Discussion and Analysis          10
                    of Financial Condition and Results of 
                    Operations


          Item 3.   Quantitative and Qualitative Disclosures      14
                    About Market Risk                              



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


          Item 6.   Exhibits and Reports on Form 8-K              15

Signatures                                                        16
- ----------

Exhibit Index                                                     17
- -------------


                                

                 PART I.   FINANCIAL INFORMATION
                                

Item 1.   Financial Statements
                                

<TABLE>                                
<CAPTION>
            UAL Corporation and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
                                
                                      March 31,             
                                        1999        December 31,
Assets                               (Unaudited)       1998
- ------                               -----------    -----------                        
<S>                                  <C>          <C>
Current assets:                                            
   Cash and cash equivalents         $     256    $     390
   Short-term investments                  383          425
   Receivables, net                      1,134        1,138
   Inventories, net                        294          384
   Deferred income taxes                   255          256
   Prepaid expenses and other              311          315
                                       -------      -------
                                         2,633        2,908
                                       -------      -------              
                                                           
Operating property and equipment:                          
   Owned                                16,447       16,125
   Accumulated depreciation and         
     amortization                       (5,095)      (5,174)
                                       -------      -------
                                        11,352       10,951
                                       -------      -------              
   Capital leases                        2,972        2,702
   Accumulated amortization               (575)        (599)
                                       -------      -------
                                         2,397        2,103
                                       -------      -------
                                        13,749       13,054
                                       -------      -------              
                                                           
Other assets:                                              
   Investments in affiliates               328          304
   Intangibles, net                        672          676
   Aircraft lease deposits                 544          545
   Prepaid rent                            627          631
   Other                                   518          441
                                       -------      -------
                                         2,689        2,597
                                       -------      -------              
                                      $ 19,071     $ 18,559
                                       =======      =======
</TABLE>

                                
  See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>
                                       March 31,             
                                         1999        December 31,
Liabilities and Stockholders' Equity  (Unaudited)        1998
- ------------------------------------  -----------    -----------
<S>                                     <C>            <C>
Current liabilities:                                       
   Short-term borrowings                $    50        $   184
   Current portions of long-term debt               
     and capital lease obligations          408            274
   Advance ticket sales                   1,627          1,429
   Accounts payable                       1,018          1,151
   Other                                  2,649          2,630
                                         ------         ------
                                          5,752          5,668
                                         ------         ------         
                                         
Long-term debt                            2,741          2,858
                                         ------         ------         
Long-term obligations under 
  capital leases                          2,368          2,113
                                         ------         ------
                                                           
Other liabilities and deferred credits:                            
   Deferred pension liability               160             89
   Postretirement benefit liability       1,465          1,424
   Deferred gains                         1,161          1,180
   Other                                  1,095          1,123
                                         ------         ------
                                          3,881          3,816
                                         ------         ------         
Company-obligated mandatorily 
  redeemable preferred securities 
  of a subsidiary trust                     100            100
                                         ------         ------
Equity put options                           -              32
                                         ------         ------
Preferred stock committed to               
  Supplemental ESOP                         762            691
                                         ------         ------
                                                           
Stockholders' equity:                                      
   Preferred stock                           -              -
   Common stock at par                        1              1
   Additional capital invested            3,677          3,517
   Retained earnings                      1,075          1,028
   Unearned ESOP preferred stock           (101)          (121)
   Accumulated other comprehensive income    (3)            (2)
   Treasury stock                        (1,181)        (1,140)
   Other                                     (1)            (2)
                                         ------         ------
                                          3,467          3,281
                                         ------         ------         
Commitments and contingent                                 
  liabilities (See note)
                                                           
                                        $19,071        $18,559
                                         ======         ======
</TABLE>

  See accompanying notes to consolidated financial statements.
                                
                                
            UAL Corporation and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                 (In Millions, Except Per Share)
                                

<TABLE>                                           
<CAPTION>
                                           Three Months 
                                          Ended March 31
                                          --------------
                                         1999        1998
                                         ----        ----
<S>                                   <C>          <C>
Operating revenues:                                        
   Passenger                          $  3,680     $  3,565
   Cargo                                   208          215
   Other                                   272          275
                                        ------       ------
                                         4,160        4,055
                                        ------       ------
Operating expenses:                                        
   Salaries and related costs            1,409        1,309
   ESOP compensation expense               182          258
   Aircraft fuel                           395          441
   Commissions                             283          317
   Purchased services                      379          337
   Aircraft rent                           219          233
   Landing fees and other rent             223          203
   Depreciation and amortization           211          191
   Aircraft maintenance                    178          156
   Other                                   535          487
                                        ------       ------
                                         4,014        3,932
                                        ------       ------
                                                           
Earnings from operations                   146          123
                                        ------       ------            
Other income (expense):                                    
   Interest expense                        (92)         (80)
   Interest capitalized                     19           26
   Interest income                          11           16
   Equity in earnings of affiliates         24           22
   Miscellaneous, net                       15          (11)
                                        ------       ------
                                           (23)         (27)
                                        ------       ------
Earnings before income taxes and                           
  distributions on preferred securities    123           96
Provision for income taxes                  44           34
                                        ------       ------            
Earnings before distributions on            
  preferred securities                      79           62
Distributions on preferred                               
  securities, net of tax                    (1)          (1)
                                        ------       ------
Net earnings                           $    78      $    61
                                        ======       ======
                                                           
  Per share, basic                     $  0.91      $  0.60
                                        ======       ======
                                                           
  Per share, diluted                   $  0.44      $  0.34
                                        ======       ======
</TABLE>
                                
  See accompanying notes to consolidated financial statements.
                                

            UAL Corporation and Subsidiary Companies
   Condensed Statements of Consolidated Cash Flows (Unaudited)
                          (In Millions)

<TABLE>                                
<CAPTION>
                                             Three Months
                                            Ended March 31
                                           1999        1998
                                           ----        ----
<S>                                      <C>         <C>
Cash and cash equivalents at                               
  beginning of period                    $  390      $  295
                                          -----       -----
                                                           
Cash flows from operating activities        712         826
                                          -----       -----
Cash flows from investing activities:
  Additions to property and equipment      (658)       (893)
  Proceeds on disposition of property                             
   and equipment                            113           4
  Decrease in short-term investments         42          48
  Other, net                                 (4)         (7)
                                          -----       -----
                                           (507)       (848)
                                          -----       -----          
Cash flows from financing activities:                                 
  Proceeds from issuance of long-term         
   debt                                     286         704
  Repayment of long-term debt              (271)        (78)
  Principal payments under capital                         
   lease obligations                       (113)        (90)
  Purchase of equipment debt certificates        
   under Company leases                     (47)       (683)
  Repurchase of common stock                (42)          -
  Increase (decrease) in short-term               
   borrowings                              (134)        119
  Aircraft lease deposits                   (30)        (31)
  Other, net                                 12           2
                                          -----       -----
                                           (339)        (57)
                                          -----       -----          
Decrease in cash and cash equivalents      (134)        (79)
                                          -----       -----
Cash and cash equivalents at 
  end of period                          $  256      $  216
                                          =====       =====
                                                           
                                                           
Cash paid during the period for:                           
 Interest (net of amounts capitalized)   $   55      $   43
 Income taxes                            $   25      $    8
                                                           
Non-cash transactions:                                     
 Capital lease obligations incurred      $  407      $  161

</TABLE>
                                
  See accompanying notes to consolidated financial statements.
                                
                                
            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 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 1998.

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 1998 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 1998 were allocated in March 1999
as follows:  123,841 shares of Class 2 ESOP Preferred Stock were
contributed to the Non-Leveraged ESOP and an additional 615,757
shares were allocated in "book entry" form under the
Supplemental Plan.  Also, 2,334,370 shares of Class 1 ESOP
Preferred Stock were allocated under the Leveraged ESOP.
Finally, an additional 768,493 shares of Class 1 and Class 2
ESOP Preferred Stock have been committed to be released by the
Company since January 1, 1999.

Income Taxes
- ------------
      The provisions for income taxes are based on the
estimated annual effective tax rate, which differs from the
federal statutory rate of 35% principally due to state income
taxes, dividends on ESOP Preferred Stock and certain
nondeductible items.

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
 Stockholders (Millions)                            March 31
- -------------------------------                 1999        1998
                                                ----        ----
  <S>                                          <C>         <C>
  Net Income                                   $  78       $  61
  Preferred stock dividends and other            (31)        (26)
                                                ----        ----
  Earnings attributable to common             
    stockholders (Basic and Diluted)           $  47       $  35
                                                ====        ====
Shares (Millions)                                     
- -----------------
  Weighted average shares outstanding (Basic)   51.3        57.3
  Convertible ESOP preferred stock              54.1        43.1
  Other                                          1.3         1.9
                                               -----       -----
  Weighted average number of shares (Diluted)  106.7       102.3
                                               =====       =====
Earnings Per Share                                    
  Basic                                       $ 0.91      $ 0.60
  Diluted                                     $ 0.44      $ 0.34
                                          
</TABLE>


Segment Information
- -------------------
     United has a global route network designed to transport
passengers and cargo between destinations in North America, the
Pacific, Latin America and Europe.  These regions constitute
United's four reportable segments.

     A reconciliation of the total amounts reported by reportable
segments to the applicable amounts in the financial statements
follows:


<TABLE>
<CAPTION>
(In Millions)                           Three Months Ended March 31, 1999
- -------------                           ---------------------------------
                                                               Reportable
                                                Latin            Segment        Consolidated
                            Domestic  Pacific  America  Atlantic  Total   Other     Total
                            --------  -------  -------  -------- -------  -----  ----------
<S>                          <C>       <C>      <C>      <C>      <C>     <C>      <C>
Revenue                      $2,887    $ 648    $ 206    $ 409    $4,150  $ 10     $4,160
Fully distributed earnings                                                       
 before income taxes         $  265    $   1    $  16    $  16    $  298  $  7     $  305

</TABLE>



<TABLE>
<CAPTION>
(In Millions)                           Three Months Ended March 31, 1998
                                        ---------------------------------
                                                               Reportable
                                                Latin            Segment        Consolidated
                            Domestic  Pacific  America  Atlantic  Total   Other     Total
                            --------  -------  -------  -------- -------  -----  ----------
<S>                          <C>       <C>      <C>      <C>      <C>      <C>     <C>
Revenue                      $2,729    $ 715    $ 224    $ 376    $4,044   $ 12    $4,055
Fully distributed earnings
 before income taxes         $  292    $  (1)   $  31    $  25    $  347   $  7    $  354

</TABLE>



<TABLE>
<CAPTION>
                                           Three Months Ended
                                                March 31
(In Millions)                                1999      1998
- -------------                                ----      ----
<S>                                        <C>       <C>
Total fully distributed earnings                     
  for reportable segments                  $  298    $  347
  UAL subsidiary earnings                       7         7
  Less:  ESOP compensation expense            182       258
                                            -----     -----
Total earnings before income taxes                       
 and distributions on preferred securities $  123    $   96
                                            =====     =====
</TABLE>


Investments in Affiliates
- -------------------------
     United owns 33,440,000 common shares, approximately 32
percent, of Galileo International ("Galileo") through a wholly
owned subsidiary.  Galileo is one of the world's leading
providers of electronic global distribution services for the
travel industry.  United intends to sell approximately 17,500,000
common shares of Galileo in a secondary offering that Galileo
has filed with the Securities and Exchange Commission.
United's ability to sell the shares is subject to various
conditions including the underwriters' ability to reduce the
number of shares to be sold in certain circumstances. This
potential sale would reduce United's holdings in Galileo to 15
percent, requiring United to discontinue the equity method of
accounting for its investment in Galileo.  Equity earnings in
Galileo were $23 million and $20 million for the three-month
periods ended March 31, 1999 and 1998, respectively.

     United owns approximately 2.2 million depository certificates
in Equant, a provider of international data network services to
multinational businesses and a single source for global desktop
communications.  Each depository certificate represents a
beneficial interest in an Equant common share.  These depository
certificates are currently subject to certain transferability
restrictions and are carried at their original cost, which is
nominal.  At March 31, 1999, the fair value of United's
investment in Equant is approximately $165 million.  Certain of
United's depository certificates are subject to a final
reallocation, however, United does not believe that the number of
depository certificates that it owns will significantly change 
after the final reallocation.

     Internet Travel Network (ITN) is a leading provider of
internet-based travel planning products tailored to individual,
corporate, travel supplier and travel agency customers. United
has a minority interest in ITN consisting of convertible preferred 
stock, warrants and options. United's convertible preferred stock 
can be converted into an approximate 25% interest in ITN common stock.
This ownership level can increase to 30% if all options and
warrants are exercised.


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 March 31, 1999, commitments for the purchase of
property and equipment, principally aircraft, approximated $7.0
billion, after deducting advance payments.  An estimated $2.8
billion will be spent during the remainder of 1999, $1.9 billion
in 2000, $1.9 billion in 2001 and $0.4 billion in 2002 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.






I
tem 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------------------ 


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
      UAL's total of cash and cash equivalents and short-term
investments was $639 million at March 31, 1999, compared to $815
million at December 31, 1998.  Cash flows from operating
activities amounted to $712 million.  Financing activities
included principal payments under debt and capital lease
obligations of $271 million and $113 million, respectively, and
$30 million in aircraft lease deposits.  Additionally, the Company 
issued $286 million in long-term debt during the period to finance 
the acquisition of aircraft.

      Property additions, including aircraft and aircraft spare
parts, amounted to $658 million.  Property dispositions resulted
in proceeds of $113 million.  In the first quarter of 1999,
United took delivery of one A320, six A319, two B777, two B757,
three B747 and one B767 aircraft.  Five of the aircraft were
purchased and ten were acquired under capital leases.  In
addition, United acquired two B727 aircraft off-lease during the
first quarter and retired four DC10-10 and three B747 aircraft.

      United has certain non-core investments in publicly traded
companies with market values substantially in excess of their
carrying values.  It is United's policy to monetize its
non-core investments.  In furtherance of this strategy, United
announced its intention to sell up to 17.5 million shares of
common stock in Galileo in a secondary offering by Galileo.  The
potential proceeds from this sale will be used to achieve
United's financial goals which include investing in its core
business, improving its creditworthiness and returning cash to
shareholders.

      At March 31, 1999, commitments for the purchase of
property and equipment, principally aircraft, approximated $7.0
billion, after deducting advance payments.  Of this amount, an
estimated $2.8 billion is expected to be spent during the
remainder of 1999. 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 $146 million in the
first quarter of 1999, compared to operating earnings of $123
million in the first quarter of 1998.  UAL had net earnings in
the 1999 first quarter of $78 million ($0.44 per share,
diluted), compared to net earnings of $61 million in the same
period of 1998 ($0.34 per share, diluted).

      Management believes that a more complete understanding of
UAL's results may 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.  A comparison of
results reported on a Fully Distributed basis to results reported
under generally accepted accounting principles (GAAP) is as
follows:


<TABLE>
<CAPTION>
                          March 31, 1999         March 31, 1998
                          --------------         --------------
                         GAAP       Fully       GAAP        Fully
                      (diluted)  Distributed  (diluted)  Distributed
                      ---------  -----------  ---------  -----------
<S>                     <C>         <C>         <C>         <C>
Net Income              $  78       $ 187       $  61       $ 218
                                             
Per Share               $0.44       $1.54       $0.34       $1.68
</TABLE>


      The current relationship of earnings and earnings per share
as computed on a GAAP basis versus a Fully Distributed basis may
not be representative of the relationship in future periods
because of various factors.  These factors include, but are not
limited to, the dependence of ESOP compensation expense on the
common stock price; trends and commitments with respect to wages;
and the convergence of shares assumed outstanding under the GAAP
basis as compared to the Fully Distributed basis.

      Specific factors affecting UAL's consolidated operations
for the first quarter of 1999 are described below.

      First Quarter 1999 Compared with First Quarter 1998.
      ---------------------------------------------------
      Operating revenues increased $105 million (3%) and
United's revenue per available seat mile (unit revenue)
decreased 0.1% to 9.82 cents.  Passenger revenues increased $115
million (3%) due to a 5% increase in United's revenue passenger
miles partially offset by a 2% decrease in yield to 12.54
cents.  Available seat miles across the system were up 2% over
the first quarter of 1998, resulting in a passenger load factor
increase of 1.7 points to 68.9%.  The following analysis by
market is based on information reported to the U.S. Department
of Transportation:


<TABLE>
<CAPTION>
                                    Increase (Decrease)
                ----------------------------------------------------------------
                 Available Seat    Revenue Passenger Miles   Revenue Per Revenue
                 Miles(Capacity)           (Traffic)        Passenger Mile(Yield)
                 ---------------   -----------------------  ---------------------
<S>                  <C>                     <C>                    <C>
Domestic                5%                     6%                     -%
Pacific               (10%)                   (3%)                   (7%)
Atlantic               17%                    17%                    (6%)
Latin America          (1%)                   (1%)                   (7%)
</TABLE>


      The pilot action at American Airlines resulted in
additional revenues of $45 million for the quarter.  Domestic
unit revenues increased 2% from last year as load factor was 1.2
points higher and yield was flat.  Atlantic unit revenues were
down 5% from last year, with yields being down 6% from last year
due to excess industry capacity that impacted the pricing in the
market.  Pacific unit revenues were relatively flat year over
year.

      Cargo revenues decreased $7 million (3%).  A 1% lower
freight yield and a 5% lower mail yield resulted in a decrease
in cargo yield of 3%.

      Operating expenses increased $82 million (2%) and United's
cost per available seat mile decreased slightly, from 9.52 cents
to 9.49 cents, including ESOP compensation expense.  Without the
ESOP compensation expense, United's cost per available seat mile
would have been 9.06 cents, an increase of 2% from the 1998
first quarter.  ESOP compensation expense decreased $76 million
(29%), reflecting the decrease in the estimated average fair
value of ESOP stock committed to be released to employees as a
result of UAL's lower common stock price.  Aircraft maintenance
increased $22 million (14%) due primarily to an increase in
purchased maintenance as a result of increased heavy maintenance
visits.  Purchased services increased $42 million (12%) due
principally to increased computer reservations fees and Y2K
expenses.  Depreciation and amortization increased $20 million
(10%) due to an increase in the number of owned aircraft and
aircraft under capital lease.  Salaries and related costs
increased $100 million (8%) due to mid-term wage adjustments
which took place in July 1998 and to increased staffing in
certain customer contact positions.  Aircraft fuel decreased $46
million (10%) due to a 12% decrease in the cost of fuel from
61.7 cents to 54.4 cents a gallon.  Commissions decreased $34
million (11%) due to a change in the commission structure
implemented in the third quarter of 1998 as well as a slight
decrease in commissionable revenues.  Aircraft rent decreased
$14 million (6%) due to the aircraft refinancing completed in
the first quarter of 1998.

      Other non-operating expense amounted to $23 million in the
first quarter of 1999 compared to $27 million in the first
quarter of 1998.  Interest expense increased $12 million (15%)
due to the issuance of long-term debt.  Miscellaneous, net
includes $14 million in gains on written yen call options and $7
million of other foreign exchange gains in 1999 compared to $4
million of other foreign exchange losses in 1998.

LABOR AGREEMENTS
- ----------------
      On April 23, 1999, United announced a tentative agreement
with the International Association of Machinists and Aerospace
Workers ("IAM") for a contract for 19,000 public contact
employees (primarily customer service and reservations sales and
service representatives).  The agreement is subject to
ratification by the affected employees.  Management does not
anticipate that this agreement will have a material impact on
the unit cost guidance provided in the "Outlook for 1999"
section.*

UPDATE ON YEAR 2000 READINESS
- -----------------------------
     Readers should refer to "Update on Year 2000 Readiness" in
Management's Discussion and Analysis of Financial Condition and
Results of Operations in the 1998 Annual Report on Form 10-K for
background information.

     United continues to make steady progress in its Year 2000
remediation program.  As discussed below, remediation, testing
and system integration testing of all major systems will be
substantially complete by June 30, 1999.

     IT systems.  The Company has substantially completed the
remediation and initial system testing of mainframe hardware and
software and other hardware infrastructure including voice and
data networks.  In addition, substantially all internally
developed IT software applications have been remediated and
tested.
     
     System integration testing for the mission critical IT
systems is on schedule to be completed by June 30, 1999, while
for all other systems, integration testing will be substantially
complete by June 30, 1999.

     Non IT systems.  The remediation and testing phase of date-
sensitive, critical non-IT systems is proceeding on schedule and
will be substantially complete by June 30, 1999.

     Critical Business Partners.  The Company has contacted
substantially all of its Critical Business Partners.  For those
partners not having a Year 2000 program in place with a planned
completion date of June 30, 1999, the Company may look for
alternate suppliers.
     
     The results of the study undertaken by the Air Transport
Association ("ATA") to determine the process domestic airports
are using to achieve Year 2000 readiness, shows that most large
domestic airports have made substantial progress towards being
Year 2000 ready.  A similar project undertaken by the
International Air Transport Association ("IATA") shows that
although most international airports have made progress during
the past few months, certain key airports are behind schedule.

     The Company's aircraft manufacturers have concluded that
there are no safety of flight issues related to the Year 2000
date rollover as to their aircraft.

     Concurrent with ensuring that all the systems will be
remediated and tested for the Year 2000 date rollover, the
Company is developing contingency plans for all the systems that
are critical to its operations.  These contingency plans are
expected to be completed by June 30, 1999.  These contingency
plans, together with the airline readiness reviews planned during
the second quarter of 1999, are designed to reduce the likelihood
that the Company's operations will be interrupted by Year 2000
related issues.

     The Company anticipates that project costs will range
between $85 and $90 million, with 35% being capitalized.  To date
the Company has incurred $41 million in project costs ($31
million in expense and $10 million in capital).  During the 1999
first quarter the Company incurred $13 million in project costs
($8 million in expense and $5 million in capital).

        Readers are cautioned that the "Update on Year 2000
Readiness" section contains forward-looking information.  Please
see "Outlook for 1999" for a list of some of the factors that could 
cause actual results to differ materially from expected results.*


OUTLOOK FOR 1999
- ----------------
     The Company anticipates continued strong performance in 1999
largely based on expected strong U.S. economic activity.  In
addition, there are some modest improvements in United's Pacific 
revenue and profit performance.  These factors are expected to 
outweigh the anticipated negative impact on Atlantic unit revenues 
associated with industry capacity growth in the region.

     The Company expects its 1999 system capacity to grow 3%,
which is less than the forecasted industry capacity growth rate.
Unit revenues are estimated to range between 1% and 2% higher 
than 1998.

     1999 unit costs excluding ESOP charge are estimated to range 
between 2% and 2.5% higher than 1998, based on an average fuel price 
of approximately 60 cents per gallon including taxes.  Among the 
factors affecting costs will be the cap in international commissions
instituted last year and the level of spending on Year 2000 (see
"Update on Year 2000 Readiness").

     The following guidance pertaining to fully distributed earnings
per share is consistent with the corresponding guidance set forth     
in UAL's 1998 Annual Report on Form 10-K.  The Company forecasts 1999
earnings to range between $10.00 and $12.00 per fully distributed
share, with its internal goal being to earn $11.00 per fully
distributed share.  The forecasted range of fully distributed 
earnings per share excludes any impact of UAL's intention to sell
up to 17.5 million shares of Galileo.  The Company's earnings per 
share performance will be helped by the reduction in share count 
stemming from the $500 million common stock repurchase program 
completed earlier this year.

      The Company anticipates that the fundamental revenue
trends underlying United's first-quarter performance will
continue into the second quarter. The rate of unit cost
increases is expected to moderate in the second quarter.

      Based on these assumptions, the Company expects second-
quarter earnings per share to fall in the range of last year's
record second-quarter earnings per share, on a fully distributed
basis.

      Management's Discussion and Analysis of Financial Condition 
and Results of Operations contains sections with forward-looking      
statements which are identified with an asterisk(*).  Information 
included in those sections and the "Outlook for 1999" paragraphs
is forward-looking and actual results could differ materially from 
expected results.  Factors that could significantly impact expected
capacity, international revenues and profits, unit revenues,
fully distributed 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, the impact of the new labor
agreement with the IAM, actions of the U.S., foreign and local
governments, willingness of customers to travel, the Asian
economic environment and travel patterns, foreign currency
exchange rate fluctuations, UAL common stock price 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 1998.  Significant changes which have occurred since
year-end are as follows:

Foreign Currency Risk -

<TABLE>
<CAPTION>
(In millions, except average       Notional     Average      Estimated                       
  contract rate)                    Amount   Contract Rate   Fair Value
                                    ------   -------------   ----------
<S>                                 <C>         <C>            <C>
Forward exchange contracts                                       
 Japanese Yen - Purchased forwards  $ 190       105.87         $  (8)
              - Sold forwards       $  13       118.28         $   -
 Hong Kong Dollar - Sold forwards   $  85         7.87         $  (1)
 French Franc - Purchased forwards  $  50         5.05         $   -

                                                     
Currency options                                     
 Japanese Yen - Call options        $ 227       127.88         $ (24)
              - Put options         $ 226       128.80         $   3
</TABLE>


Price Risk (Aircraft fuel) -


<TABLE>
<CAPTION>
(In millions, except average        Notional      Average      Estimated
  contract rate)                     Amount    Contract Rate   Fair Value
                                    --------   -------------   ----------
<S>                                   <C>       <C>              <C>
Purchased call contracts - Crude oil  $ 298     $15.39/bbl       $ 32
Sold put contracts - Crude oil        $  23     $14.64/bbl       $  -
</TABLE>




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


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 January 21, 1999 to report a cautionary
              statement for purposes of the "Safe Harbor for Forward-
              Looking Statements" provision of the Private Securities
              Litigation Reform Act of 1995.
     
              Form 8-K dated March 25, 1999 to report the election of
              James E. Goodwin as Chairman and Chief Executive Officer
              of UAL Corporation.
     
     

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:  May 6, 1999



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

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

10.1      Supplemental Agreement No. 8 dated as of February
          10, 1999 to the Agreement dated December 18, 1990
          between Boeing and United for acquisition of
          Boeing 777-200 aircraft (as previously amended and
          supplemented, the "777-200 Purchase Agreement" (filed
          as Exhibit 10.7 to UAL's Form 10-K for the year ended
          December 31, 1990, and incorporated herein by
          reference; supplements thereto filed as (i) Exhibits
          10.1, 10.2 and 10.22 to UAL's Form 10-Q for the quarter
          ended June 30, 1993, (ii) Exhibit 10.2 to UAL's Form 10-
          K for the year ended December 31, 1993, (iii) Exhibit
          10.14 to UAL's Form 10-Q for the quarter ended June 30,
          1994, (iv) Exhibits 10.27 and 10.28 to UAL's Form 10-K
          for the year ended December 31, 1994, (v) Exhibits 10.2
          and 10.3 to UAL's Form 10-Q for the quarter ended March
          31, 1995, (vi) Exhibits 10.4, through 10.6 to UAL's
          Form 10-Q for the quarter ended June 30, 1995, and
          (vii) Exhibits 10.37 through 10.40 to UAL's Form 10-K
          for the year ended December 31, 1995, (viii) Exhibits
          10.9 through 10.12 and 10.17 through 10.19 to UAL's
          Form 10-Q for the quarter ended June 30, 1996, and (ix)
          Exhibits 10.38 through 10.42 to UAL's Form 10-K for the 
          year ended December 31, 1998 and incorporated herein by
          reference)).  (Exhibit 10.1 hereto is filed with a
          request for confidential treatment of certain portions
          thereof.)

10.2      Supplemental Agreement No. 13 dated as of February
          10, 1999 to the Agreement dated December 18, 1990 
          between Boeing and United for acquisition of 747-400 
          aircraft (as previously amended and supplemented, the 
          "747-400 Purchase Agreement" (filed as Exhibit 10.8 to 
          UAL's Form 10-K for the year ended December 31, 1990, 
          and incorporated herein by reference; supplements thereto
          filed as (i) Exhibits 10.4 and 10.5 to UAL's Form 10-K
          for the year ended December 31, 1991, (ii) Exhibits
          10.3 through 10.6 and Exhibit 10.22 to UAL's Form 10-Q
          for the quarter ended June 30, 1993, (iii) Exhibit 10.3
          to UAL's Form 10-K for the year ended December 31,
          1993, (iv) Exhibit 10.14 to UAL's Form 10-Q for the
          quarter ended June 30, 1994, (v) Exhibits 10.29 and
          10.30 to UAL's Form 10-K for the year ended December
          31, 1994, (vi) Exhibits 10.17 through 10.22 to UAL's
          Form 10-Q for the quarter ended March 31, 1995,
          (vii) Exhibits 10.7 and 10.8 to UAL's Form 10-Q for the
          quarter ended June 30, 1995, (viii) Exhibit 10.41 to
          UAL's Form 10-K for the year ended December 31, 1995,
          (ix) Exhibits 10.4 through 10.8 and Exhibit 10.17 to
          UAL's Form 10-Q for the quarter ended June 30, 1996,
          (x) Exhibits 10.1 through 10.3 to UAL's Form 10-Q for
          the quarter ended March 31, 1997, and (xi) Exhibits
          10.47 and 10.48 to UAL's Form 10-K for the year ended 
          December 31, 1998 and incorporated herein by reference)).
          (Exhibit 10.2 hereto is filed with a request for
          confidential treatment of certain portions thereof.)

12        Computation of Ratio of Earnings to Fixed Charges.

12.1      Computation of Ratio of Earnings to Fixed Charges
          and Preferred Stock Dividend Requirements.

27        Financial Data Schedule.






                                                  Exhibit 10.1
                                                  ------------



                  Supplemental Agreement No. 8

                               to

                   Purchase Agreement No. 1663

                             between

                       The Boeing Company

                               and

                     UNITED AIR LINES, INC.

            Relating to Boeing Model 777-222 Aircraft


     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day
of February, 1999, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, (hereinafter called Buyer);


                      W I T N E S S E T H:
                      -------------------

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

     WHEREAS, Buyer has requested to substitute nine (9) 777-222
"B" Market Aircraft (the Block D "B" Market Aircraft) for seven
(7) 747-422 Aircraft [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] and;

     WHEREAS, Buyer has requested revision to the engine prices
applicable to six (6) 777-222 Block B "A" Market Aircraft and ten
(10) 777-222 Block C "B" Market Aircraft added to the Purchase

Agreement in Supplemental Agreement No. 7;

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


P. A. No. 1663               S8-1                       SA8


1.     In the TABLE OF CONTENTS , revise the title of EXHIBIT D-1
to read as follows:

       "EXHIBIT D-1     "Price Adjustment Due to Economic
                        Fluctuations - Airframe and Engine
                        Block B "A" Market Aircraft,
                        Block C "B" Market Aircraft, and
                        Block D "B" Market Aircraft"

2.     Article 1.1.2 is revised as follows:

     (a) in the first sentence, the words "thirty-nine (39)" are
     inserted in lieu of the words "thirty (30)";

     (b) in the second sentence, the words "Block D "B" Market
     Aircraft" are inserted after the words "Block C "B" Market
     Aircraft.

3.     In Article 2, Paragraph 2.1, Time of Delivery, add the
following schedule after the schedule for the Block C "B" Market
Aircraft:

                  "Block D "B" Market Aircraft
                  ----------------------------              
                  
       [*CONFIDENTIAL
       MATERIAL OMITTED AND
       FILED SEPARATELY WITH
       THE SECURITIES AND EX-
       CHANGE COMMISSION PURSUANT
       TO A REQUEST FOR CONFIDENTIAL
       TREATMENT] 2000                          One (1)
       [*CONFIDENTIAL
       MATERIAL OMITTED AND
       FILED SEPARATELY WITH
       THE SECURITIES AND EX-
       CHANGE COMMISSION PURSUANT
       TO A REQUEST FOR CONFIDENTIAL
       TREATMENT] 2000                          One (1)
       [*CONFIDENTIAL
       MATERIAL OMITTED AND
       FILED SEPARATELY WITH
       THE SECURITIES AND EX-
       CHANGE COMMISSION PURSUANT
       TO A REQUEST FOR CONFIDENTIAL
       TREATMENT]                               One (1)
                                                One (1)
                                                One (1)
                                                One (1)
                                                One (1)
                                                One (1)
                                                One (1)"

4.     Paragraph 3.1.4 is revised by deleting the words
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] with the words [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


P.A. No.1663                 S8-2                        SA 8


5.     Paragraph 3.1.5 is deleted and replaced by the following
Paragraph 3.1.5:

          "3.1.5     Basic Price for the Block C and Block D "B"
          Market Aircraft.  The basic price of each of the Block
          C and Block D "B" Market Aircraft shall be equal to the
          sum of (i) [*CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] plus
          the price of the engines, [*CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT] for a total of [*CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT]," (which includes
          the price effects of all Change Orders through Change
          Order 9A) [*CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and
          (ii) such price adjustments applicable to such Block C
          and Block D "B" Market Aircraft as may be made pursuant
          to the provisions of this Agreement, including Article
          7 (Changes to Detail Specification) and Article 8 (FAA
          Requirements) or other written agreements executed by
          Buyer and Boeing."

6.     Article 3.2 Purchase Price is revised to read:

          "The purchase price of each Aircraft shall be equal to
          the sum of the following items as determined at the
          time of such Aircraft delivery; (i) the Basic Price of
          the Block A "A" Market Aircraft, Block B "A" Market
          Aircraft, Block A "B" Market Aircraft, Block B "B"
          Market Aircraft, Block C "B" Market Aircraft or Block D
          "B" Market Aircraft as applicable, (ii) the Airframe
          and Engine Price Adjustments to be determined pursuant
          to Exhibit D (Price Adjustment Due to Economic
          Fluctuations - Airframe and Engine - Block A "A" Market
          Aircraft, Block A "B" Market Aircraft and Block B "B"
          Market Aircraft) or Exhibit D-1 (Price Adjustment Due
          to Economic Fluctuations - Airframe and Engine (Block B
          "A" Market Aircraft, Block C "B" Market Aircraft, and
          Block D "B" Market Aircraft) attached hereto or the
          applicable provisions determined in Article 3.1 above,
          and (iii) such price adjustments applicable to such
          Aircraft as may be made pursuant to the provisions of
          this Agreement, including Exhibit E (Buyer Furnished
          Equipment Document) or other written agreements
          executed by Boeing and Buyer (the "Purchase Price")."

7.     In Article 5, Paragraph 5.1, Advance Payment Base Price,
revise the table of Advance Payment Base Prices for the Block "B"
A Market Aircraft to read as follows


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

              [*CONFIDENTIAL          [*CONFIDENTIAL
              MATERIAL OMITTED        MATERIAL OMITTED
              AND FILED SEPARATELY    AND FILED SEPARATELY
              WITH THE SECURITIES     WITH THE SECURITIES
              AND EXCHANGE            AND EXCHANGE
              COMMISSION              COMMISSION
              PURSUANT TO A           PURSUANT TO A
              REQUEST FOR             REQUEST FOR
              CONFIDENTIAL            CONFIDENTIAL
              TREATMENT] 2000         TREATMENT]
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 2000
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 2000
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 2000
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 2000



P.A. No. 1663               S8-3                         SA8


8.     In Article 5, Paragraph 5.1, Advance Payment Base Price,
revise the table of Advance Payment Base Prices for the Block C
"B" Market Aircraft to read as follows:

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

              March 1999              [*CONFIDENTIAL
              [*CONFIDENTIAL          MATERIAL OMITTED
              MATERIAL OMITTED        AND FILED SEPARATELY
              AND FILED SEPARATELY    WITH THE SECURITIES
              WITH THE SECURITIES     AND EXCHANGE
              AND EXCHANGE            COMMISSION
              COMMISSION              PURSUANT TO A
              PURSUANT TO A           REQUEST FOR
              REQUEST FOR             CONFIDENTIAL
              CONFIDENTIAL            TREATMENT]
              TREATMENT] 1999
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 1999
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 1999
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT]"


9.     In Article 5, Paragraph 5.1, Advance Payment Base Price,
add the following table after the table for the Block C "B"
Market Aircraft:

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

              [*CONFIDENTIAL          [*CONFIDENTIAL
              MATERIAL OMITTED        MATERIAL OMITTED
              AND FILED SEPARATELY    AND FILED SEPARATELY
              WITH THE SECURITIES     WITH THE SECURITIES
              AND EXCHANGE            AND EXCHANGE
              COMMISSION              COMMISSION
              PURSUANT TO A           PURSUANT TO A
              REQUEST FOR             REQUEST FOR
              CONFIDENTIAL            CONFIDENTIAL
              TREATMENT] 2000         TREATMENT]
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT] 2000
              [*CONFIDENTIAL
              MATERIAL OMITTED
              AND FILED SEPARATELY
              WITH THE SECURITIES
              AND EXCHANGE
              COMMISSION
              PURSUANT TO A
              REQUEST FOR
              CONFIDENTIAL
              TREATMENT]

10.     EXHIBIT D-1 Price Adjustment Due to Economic Fluctuations
- - Airframe and Engine Block B "A" Market Aircraft and Block C "B"
Market Aircraft is deleted and replaced by the new Exhibit D-1
which is attached to this Supplemental Agreement No. 8 as
"Attachment 1."


P.A. No. 1663                 S8-4                      SA8


11.     Letter Agreement 6-1162-RCN-859 entitled "Certain
Contractual Matters" is revised by adding the words "and Block D"
after each occurrence of the words "Block C" in Paragraphs 1.1.3,
1.3.4 and 1.3.5.

12.     For clarity, Boeing and Buyer agree that the provisions
of Paragraph 2.b) of Letter Agreement 6-1162-RCN-859 apply to all
"B" Market Aircraft.

13.     Letter Agreement 6-1162-MDH-150R1 entitled "Widebody
Special Contractual Matters",  Paragraph 1.1, entitled
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] the definition of "C" in the formula at
the end of the paragraph is revised to read as follows:

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

14.     Boeing and Buyer agree that Paragraph 1.8 entitled
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of Letter Agreement 6-1162-MDH-150R1
shall apply to the Block D "B" Market Aircraft to the same extent
as such paragraph applies to [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

15.     Boeing and Buyer agree that the following [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] by this Supplemental Agreement No. 8:

     Buyer may elect, subject to available position {STAP} a one-
     time substitution of a Model 747-400 Aircraft {each, a
     "Substitute Aircraft"} for the Block D Aircraft by
     notification received by Boeing on or before twenty-four
     (24) months prior to the first day of the scheduled delivery
     month of such Block D Aircraft.  Within five (5) working
     days of receipt of Buyer's notification Boeing shall propose
     for sale and delivery to Buyer such Substitute Aircraft.
     Any delivery position offered by Boeing in response to
     Buyer's notification of its election to substitute will be
     offered to Buyer subject to prior sale or other disposition
     (STPS) and will approximate the delivery position of the
     Block D Aircraft for which Buyer has elected a Substitute
     Aircraft.  If within thirty (30) days of the date of
     Boeing's proposal for such Substitute Aircraft Buyer accepts
     such proposal, Boeing and Buyer will enter into a
     supplemental agreement to the applicable purchase agreement,
     or a definitive agreement, within sixty (60) days
     thereafter.  In any such supplemental agreement the Basic
     Price of the Substitute Aircraft and all applicable Credit
     Memoranda shall be as set forth in Attachment No. 3 to
     Letter Agreement 6-1162-MDH-150R1.

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


P.A. No. 1663                   S8-5                      SA8


16.     Boeing and Buyer agree that the following [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]:

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

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

17.     Boeing and Buyer agree that Buyer shall have the right to
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] be received by Boeing on or before the
first day of the month [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the
scheduled delivery date of the [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Block D
Aircraft.

18.     For clarity, Boeing and Buyer agree that the nine Block D
"B" Market Aircraft added in this Supplemental Agreement No. 8
are in substitution for the seven Model 747-422 Aircraft deleted
from Purchase Agreement 1670 in Supplemental Agreement No. 10
thereto, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

19.     Letter Agreement 6-1162-MDH-770 dated March 6, 1998 is
hereby null and void.

20.     Boeing has offered to Buyer certain business terms for
purchase of additional [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].


P.A. No. 1663                   S8-6                   SA8


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

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

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

ACCEPTED AND AGREED TO:


THE BOEING COMPANY                UNITED AIR LINES, INC.


By  /s/ Brian R. Belka             By  /s/ Douglas A. Hacker
    ------------------                 ---------------------

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


P.A. No. 1663                 S8-7                      SA8


Attachment 1 to Supplemental Agreement No. 8






              AIRFRAME AND ENGINE PRICE ADJUSTMENT
                                
                             between
                                
                       THE BOEING COMPANY
                                
                               and
                                
                     UNITED AIR LINES, INC.



   Block B "A" Market Aircraft, Block C and Block D "B" Market
                            Aircraft
                                
          Exhibit D-1 to Purchase Agreement Number 1663


P.A. No. 1663                    D-1                     SA8



Attachment 1 to Supplemental Agreement No. 8


                     PRICE ADJUSTMENT DUE TO
                      ECONOMIC FLUCTUATIONS
                    AIRFRAME PRICE ADJUSTMENT
   BLOCK B "A" MARKET AIRCRAFT, BLOCK C and BLOCK D "B" MARKET
                            AIRCRAFT
                                
                  (1995 Base Price - Airframe)
(1990 Base Price - PW4077 Engines (Block B "A" Market Aircraft))
(1994 Base Price - PW4090 Engines (Block C and Block D "B" Market Aircraft))


1.     Formula.

       The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:

       Pa = (P)(L + M - 1)

       Where:

         Pa = Airframe Price Adjustment.

         L =  .65 x  ECI
                     ---
                   130.1

         M =  .35 x  ICI
                     ---
                   123.6

         P = Aircraft Basic Price (as set forth in Article 3.2 of
             this Agreement) less the base price of Engines (as
             defined in this Exhibit D-1) in the amount of:

             [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
             WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
             TO A REQUEST FOR CONFIDENTIAL TREATMENT] {Block B
             "A" Market Aircraft}
             [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
             WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
             TO A REQUEST FOR CONFIDENTIAL TREATMENT] {Block C
             and Block D "B" Market Aircraft}

       ECI = A value using the "Employment Cost Index for workers
             in aerospace manufacturing" (aircraft manufacturing,
             standard industrial classification code 3721,
             compensation, base month and year June 1989 = 100),
             as released by the Bureau of Labor Statistics, U.S.
             Department of Labor on a quarterly basis for the
             months of March, June, September and December,
             calculated as follows: A three-month arithmetic
             average value (expressed as a decimal and rounded to
             the nearest tenth) will be determined using the
             months set forth in the table below for the
             applicable Aircraft, with the released Employment
             Cost Index value described above for the month of
             March also being used for the months of January and
             February; the value for June also used for April and
             May; the value for September also used for July and
             August; and the value for December also used for
             October and November.


P.A. No. 1663                    D-1-1                      SA8


Attachment 1 to Supplemental Agreement No. 8.


       ICI = The three-month arithmetic average of the released
             monthly values for the Industrial Commodities Index
             as set forth in the "Producer Prices and Price
             Index" (Base Year 1982 = 100) as released by the
             Bureau of Labor Statistics, U.S. Department of Labor
             values (expressed as a decimal and rounded to the
             nearest tenth) for the months set forth in the table
             below for the applicable Aircraft.

     In determining the value of L, the ratio of ECI divided by
130.1 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.

     In determining the value of M, the ratio of ICI divided by
123.6 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.

                                Months to be Utilized
Month of Scheduled              in Determining the
Aircraft Delivery               Value of ECI and ICI

January                         June  B, July  B, Aug.  B
February                        July  B, Aug.  B, Sept. B
March                           Aug.  B, Sept. B, Oct.  B
April                           Sept. B, Oct.  B, Nov.  B
May                             Oct.  B, Nov.  B, Dec.  B
June                            Nov.  B, Dec.  B, Jan.  D
July                            Dec.  B, Jan.  D, Feb.  D
August                          Jan.  D, Feb.  D, Mar.  D
September                       Feb.  D, Mar.  D, Apr.  D
October                         Mar.  D, Apr.  D, May   D
November                        Apr.  D, May   D, June  D
December                        May   D, June  D, July  D

The following definitions of B and D will apply:

          B = The calendar year before the year in which the
              scheduled month of delivery as set forth in Article
              2.1 occurs.

          D = The calendar year during which the scheduled month
              of delivery as set forth in Article 2.1 occurs.

2.     If at the time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:


P.A. No. 1663                  D-1-2                      SA8


Attachment 1 to Supplement Agreement No. 8


     2.1     The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above.  The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled Aircraft delivery will be used
to determine the ECI and ICI values for the applicable months
(including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment.  If no
values have been released for an applicable month, the provisions
set forth in Paragraph 2.2 below will apply.  If prior to
delivery of an Aircraft the U.S. Department of Labor changes the
base year for determination of the ECI or ICI values as defined
above, such rebased values will be incorporated in the Airframe
Price Adjustment calculation.  The payment by Buyer to Boeing of
the amount of the Purchase Price for such Aircraft, as determined
at the time of Aircraft delivery, will be deemed to be the
payment for such Aircraft required at the delivery thereof.

     2.2     If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics or other similar data
reported by non-governmental United States organizations, such
substitute to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing
the use of the original values as they may have fluctuated during
the applicable time period.  Appropriate revision of the formula
will be made as required to reflect any substitute values.
However, if within 24 months from delivery of the Aircraft the
Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.

     2.3     In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D-1.

3.     For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.

Note:     Any rounding of a number, as required under this
          Exhibit D-1 with respect to escalation of the airframe
          price, will be accomplished as follows:  if the first
          digit of the portion to be dropped from the number to
          be rounded is five or greater, the preceding digit will
          be raised to the next higher number.


P.A. No. 1663                 D-1-3                         SA8


Attachment 1 to Supplemental Agreement No. 8


            ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
                                
                   Block B "A" MARKET AIRCRAFT

                        (1990 Base Price)

(a)     The basic price of each Block B "A" Market Aircraft set
forth in Article 3.1 of the Purchase Agreement includes an
aggregate price for PW4077 engines and all accessories, equipment
and parts therefor provided by the engine manufacturer
(collectively in this Exhibit D called "Engines") of
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].  The adjustment in Engine price
applicable to each Block B "A" Market Aircraft (Block B "A"
Market "Engine Price Adjustment" herein) shall be determined at
the time of Block B "A" Market Aircraft delivery in accordance
with the following formula:

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

(b)     The following definitions shall apply herein:

        Pa  =  Block B "A" Market Engine Price Adjustment

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

        AA  =  .60 x   L
                      ---
                   $14.68

        BB  =  .30 x   M
                      ---
                    121.7

        CC  =  .10 x   E
                      ---
                     73.7

In determining the value of AA, BB and CC, the ratio of L divided
by $14.68, M divided by 121.7 and E divided by 73.7 shall be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) shall not be rounded.
The value of the sum of AA + BB + CC shall also be rounded to the
nearest ten-thousandth.

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


P.A. No. 1663                D-1-4                        SA8


Attachment 1 to Supplemental Agreement No. 8


    $14.68  =  Published Labor Index (SIC 3724) for
               December, 1989.

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

     121.7  =  Published Material Index (Code 10) for
               December, 1989.

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

      73.7  =  Published Fuel Index (Code 5) for December, 1989.

The Block B "A" Market Engine Price Adjustment shall not be made
if it would result in a decrease in the aggregate Block B "A"
Market Aircraft Engine base price.

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

(d)     If the Bureau of Labor Statistics, U.S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Block B "A" Market Engine Price
Adjustment provisions set forth above shall be made to accomplish
this result for affected Engines.


P.A. No. 1663                   D-1-5                   SA8


Attachment 1 to Supplemental Agreement No. 8


In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that occurred from December, 1989 to the
seventh month preceding the month of scheduled delivery of the
applicable Block B "A" Market Aircraft.

(e)     The Engine escalation provisions set forth above shall be
appropriately amended to reflect changes in such provisions
(including any increase in Block B "A" Market Engine base price)
established by the Engine manufacturer as of the date of entering
into a definitive agreement to purchase the Block B "A" Market
Aircraft and applicable to Engines for delivery to Boeing during
the same approximate time period as the Block B "A" Market
Aircraft.

NOTES:     Any rounding of a number, as required under this
           Exhibit D-1 with respect to escalation of the Engine
           price, shall be accomplished as follows:  if the first
           digit of the portion to be dropped from the number to
           be rounded is five or greater, the preceding digit
           shall be raised to the next higher number.


P.A. No. 1663                  D-1-6                        SA8


Attachment 1 to Supplemental Agreement No. 8


            ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
                                
             Block C and Block D "B" MARKET AIRCRAFT

                        (1994 Base Price)

(a)     The basic price of each Block C and Block D "B" Market
Aircraft set forth in Article 3.1 of the Purchase Agreement
includes an aggregate price for PW4090 Engines of [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  The adjustment in Engine price applicable to each
Block C and Block D "B" Market Aircraft (Block C and Block D "B"
Market "Engine Price Adjustment" herein) shall be determined at
the time of Block C and Block D "B" Market Aircraft delivery in
accordance with the following formula:

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

(b)     The following definitions shall apply herein:

        Pa  =  Block C and Block D "B" Market Engine Price
               Adjustment

        P   =  Aggregate Block C and Block D "B" Market Engine
               Price [*CONFIDENTIAL MATERIAL OMITTED AND 
               FILED SEPARATELY WITH THE SECURITIES AND 
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]. 
               Base  
               

        AA  =  .60  x    L
                        ---
                     $17.13

        BB  =  .30  x    M
                        ---
                      120.2

        CC  =  .10  x    E
                        ---
                       74.7

          In determining the value of AA, BB and CC, the ratio of
          L divided by $17.13, M divided by 120.0 and E divided
          by 74.7 shall be expressed as a decimal and rounded to
          the nearest ten-thousandth but the decimal value
          resulting from multiplying such ratios by the
          respective constants (.60, .30 and .10) shall not be
          rounded.  The value of the sum of AA + BB + CC shall
          also be rounded to the nearest ten-thousandth.

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

    $17.13  =  Published Labor Index (SIC 3724) for December, 1993.


P.A. No. 1663                   D-1-7                     SA8


Attachment 1 to Supplemental Agreement No. 8.


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

     120.2  =  Published Material Index (Code 10) for December,
               1993.

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

      74.7  =  Published Fuel Index (Code 5) for December, 1993.

The Block C and Block D "B" Market Engine Price Adjustment shall
not be made if it would result in a decrease in the aggregate
Block C and Block D "B" Market Engine base price.

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

(d)     If the Bureau of Labor Statistics, U.S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Block C and Block D "B" Market Engine
Price Adjustment provisions set forth above shall be made to
accomplish this result for affected engines.

In the event the Block C and Block D "B" Market Price Adjustment
escalation provisions of this Agreement are made non-enforceable
or otherwise rendered null and void by any agency of the United
States Government, P&WA agrees to meet with Boeing and jointly
agree, to the extent that they may lawfully do so, to reflect an
allowance for increases in labor, material and fuel costs that
occurred from December, 1993, to the seventh month preceding the
month of scheduled delivery of the applicable Block C or  Block D
"B" Market Aircraft.


P.A. No. 1663               D-1-8                      SA8


Attachment 1 to Supplemental Agreement No. 8


(e)     The Engine escalation provisions set forth above shall be
appropriately amended to reflect changes in such provisions
(including any increase in Block C or Block D "B" Market Engine
base price) established by P&WA as of the date of entering into a
definitive agreement to purchase the Block C or Block D "B"
Market Aircraft and applicable to Engines for delivery to Boeing
during the same approximate time period as the Block C or Block D
"B" Market Aircraft.

NOTE:     Any rounding of a number, as required under this
          Exhibit D-1 with respect to escalation of the Engine
          price, shall be accomplished as follows:  if the first
          digit of the portion to be dropped from the number to
          be rounded is five or greater, the preceding digit
          shall be raised to the next higher number.


P.A. No. 1663                    D-1-9                       SA8





                                            Exhibit 10.2
                                            ------------

               
               Supplemental Agreement No. 13

                             to

                Purchase Agreement No. 1670

                           between

                     The Boeing Company

                             and

                    UNITED AIR LINES, INC.

          Relating to Boeing Model 747-422 Aircraft


     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day of
February, 1999, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES, INC.,
a Delaware corporation, (hereinafter called Buyer);


                         W I T N E S S E T H:
                         -------------------

     WHEREAS, the parties hereto entered into an agreement dated as
of December 18, 1990, relating to Boeing Model 747-422 aircraft
(hereinafter referred to as the "Aircraft"), which agreement, as
amended, together with all exhibits and specifications attached
thereto and made a part thereof which is hereinafter called the
"Purchase Agreement" and;

     WHEREAS, Buyer has requested to substitute nine (9) 777-222 "B"
Market Aircraft for seven (7) 747-422 Aircraft [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT],

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


1.   Article 2, entitled Delivery of Aircraft; Title
 and Risk of
Loss, paragraph 2.1 is hereby revised by deleting the Aircraft shown
for delivery in [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].


P. A. 1670                  S13-1                             SA 13


2.   Article 5, entitled Payment, paragraph 5.1, entitled Advance
Payment Base Price, is hereby revised by deleting the Aircraft shown
for delivery in [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] Aircraft and the associated Advance
Payment Base Prices.


3.   The table in Paragraph 2 entitled "Delivery" of Letter
Agreement No. 1670-5R entitled "Option Aircraft" is revised by
deleting the Model 747-422 Option Aircraft scheduled for delivery in
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

4.   Paragraph 5.1 (untitled) in Letter Agreement No. 1670-5R is
revised by deleting the period and adding the following at the end
of the paragraph:

     ", except with respect to the Option aircraft scheduled for
     delivery in [*CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
     PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]"


5.   For clarity, Boeing and Buyer agree that the nine 777-222 "B"
Market Aircraft substituted for the [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft are the
nine "Block D "B" Market Aircraft" added to Purchase Agreement 1663
in Supplemental Agreement 8 thereto, [*CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


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



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

ACCEPTED AND AGREED TO:



THE BOEING COMPANY                 UNITED AIR LINES, INC.


By  /s/ Brian R. Belka             By  /s/ Douglas A. Hacker
    ------------------                 ---------------------

Its  Attorney-in-Fact              Its  Senior President and
     ----------------                   --------------------
                                        Chief Financial Officer


P. A. 1670                  S13-2                             SA 13




                                                       Exhibit 12


<TABLE>
<CAPTION>

            UAL Corporation and Subsidiary Companies
                                
        Computation of Ratio of Earnings to Fixed Charges
                                
                                
                                            Three Months Ended
                                                 March 31
                                            ------------------          
                                            1999          1998
                                            ----          ----
                                              (In Millions)
<S>                                        <C>           <C>
Earnings:                                                 
                                                          
   Earnings before income taxes            $ 123         $  96
   Losses of affiliates                        2             -
   Fixed charges, from below                 244           229
   Undistributed earnings of affiliates      (19)          (20)
   Interest capitalized                      (19)          (26)
                                            ----          ----    
       Earnings                            $ 331         $ 279
                                            ====          ====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                        $  92         $  80
   Portion of rental expense representative
     of the interest factor                  152           149
                                            ----          ----
   Fixed charges                           $ 244         $ 229
                                            ====          ====
                                                          
Ratio of earnings to fixed charges          1.36          1.22
                                            ====          ====
                                                          
</TABLE>
                                                          






                                                       Exhibit 12.1


<TABLE>
<CAPTION>

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


                                                          
                                            Three Months Ended
                                                 March 31
                                            ------------------              
                                            1999          1998
                                            ----          ----
                                              (In Millions)
<S>                                        <C>           <C>
Earnings:                                                 
                                                          
   Earnings before income taxes            $ 123         $  96
   Losses of affiliates                        2             -
   Fixed charges, from below                 293           269
   Undistributed earnings of affiliates      (19)          (20)
   Interest capitalized                      (19)          (26)
                                            ----          ----    
       Earnings                            $ 380         $ 319
                                            ====          ====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                        $  92         $  80
   Preferred stock dividend requirements      49            40
   Portion of rental expense representative
     of the interest factor                  152           149
                                            ----          ----
   Fixed charges                           $ 293         $ 269
                                            ====          ====
                                                          
Ratio of earnings to fixed charges          1.30          1.19
                                            ====          ====

</TABLE>
                                                          





<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM UAL CORPORATION'S STATEMENT OF CONSOLIDATED OPERATIONS FOR 
THE THREE MONTHS ENDED MARCH 31, 1999 AND CONDENSED STATEMENT OF 
CONSOLIDATED FINANCIAL POSITION AS OF MARCH 31, 1999 AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>  1,000,000
       
<S>
<FISCAL-YEAR-END>                             DEC-31-1999
<PERIOD-START>                                JAN-01-1999
<PERIOD-END>                                  MAR-31-1999
<PERIOD-TYPE>                                       3-MOS
<CASH>                                                256
<SECURITIES>                                          383
<RECEIVABLES>                                       1,134
<ALLOWANCES>                                            0
<INVENTORY>                                           294
<CURRENT-ASSETS>                                    2,633
<PP&E>                                             19,419
<DEPRECIATION>                                      5,670
<TOTAL-ASSETS>                                     19,071
<CURRENT-LIABILITIES>                               5,752
<BONDS>                                             5,109
<PREFERRED-MANDATORY>                                 100
<PREFERRED>                                             0
<COMMON>                                                1
<OTHER-SE>                                          3,466
<TOTAL-LIABILITY-AND-EQUITY>                       19,071
<SALES>                                                 0
<TOTAL-REVENUES>                                    4,160
<CGS>                                                   0
<TOTAL-COSTS>                                       4,014
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                     92
<INCOME-PRETAX>                                       123
<INCOME-TAX>                                           44
<INCOME-CONTINUING>                                    78
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                           78
<EPS-PRIMARY>                                        0.91
<EPS-DILUTED>                                        0.44
        

</TABLE>