SECURITIES AND EXCHANGE COMMISSION

                      Washington D.C. 20549

                            FORM 11-K

     FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
       AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

     (Mark One)

        [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

      For the fiscal year ended November 30, 1998

                               OR

        [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

      For the transition period from ___ to ___

      Commission File No. 1 - 6033

              A.  United Air Lines, Inc.
                  Flight Attendant Employees' 401(k) Retirement
                  ---------------------------------------------
                  Savings Plan
                  ------------
                  (Full title of the Plan)

                  United Air Lines, Inc.
                  ----------------------
                  (Employer sponsoring the Plan)


               B. UAL Corporation
                  ---------------
                  (Issuer of the shares held pursuant to the Plan)

                  1200 Algonquin Road, Elk Grove Township, Illinois
                  Mailing Address: P.O. Box 66100, Chicago, Illinois  60666
                  ---------------------------------------------------------
                  (Address of principal executive offices)










            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------


       To the Board of Directors
       of United Air Lines, Inc.:

       We have audited the accompanying statements of net
       assets available for plan benefits of the United
       Air Lines, Inc. Flight Attendant Employees' 401(k)
       Retirement Savings Plan as of November 30, 1998 and
       1997, and the related statements of changes in net
       assets available for plan benefits for the years
       then ended.  These financial statements are the
       responsibility of the Plan Administrator.  Our
       responsibility is to express an opinion on these
       financial statements based on our audits.

       We conducted our audits in accordance with
       generally accepted auditing standards.  Those
       standards require that we plan and perform the
       audit to obtain reasonable assurance about whether
       the financial statements are free of material
       misstatement.  An audit includes examining, on a
       test basis, evidence supporting the amounts and
       disclosures in the financial statements.  An audit
       also includes assessing the accounting principles
       used and significant estimates made by the Plan
       Administrator, as well as evaluating the overall
       financial statement presentation.  We believe that
       our audits provide a reasonable basis for our
       opinion.

       In our opinion, the financial statements referred
       to above present fairly, in all material respects,
       the net assets available for plan benefits of the
       United Air Lines, Inc. Flight Attendant Employees'
       401(k) Retirement Savings Plan as of November 30,
       1998 and 1997, and the changes in its net assets
       available for plan benefits for the years then
       ended in conformity with generally accepted
       accounting principles.




                                          ARTHUR ANDERSEN LLP

       Chicago, Illinois
       May 26, 1999








Signature
- ---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the United Air Lines, Inc. Pension and Welfare Plans
Administration Committee has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly
authorized.






                                           United AirLines, Inc.
                                         Flight AttendantEmployees'
                                       401(k) Retirement Savings Plan
                                       ------------------------------





Dated May 27, 1999                     By  /s/ Douglas A. Hacker
                                           ---------------------
                                           Douglas A. Hacker
                                           Member, United Air
                                           Lines, Inc. Pension
                                           and Welfare Plans
                                           Administration Committee



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
       STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
       ---------------------------------------------------
                         (In Thousands)



                                          November 30
                                  ------------------------
                                      1998           1997
                                  ------------------------
INVESTMENT IN MASTER TRUST

  Magellan Fund                     $ 60,025      $ 37,784

  Equity-Income Fund                  36,565        28,838

  Growth Company Fund                147,348       122,535

  Government Securities Fund           3,896           998

  OTC Portfolio                       32,321        24,554

  Overseas Fund                       47,608        44,059

  Balanced Fund                       50,193        40,910

  Asset Manager                        8,616         5,254

  Asset Manager: Growth               15,596        11,059

  Asset Manager: Income                1,377         1,340

  Retirement Money Market              9,706         5,268
  Portfolio

  U.S. Bond Index Portfolio            3,444         1,591

  U.S. Equity Index Portfolio        161,391       123,790

  Stated Return Fund                 132,029       132,868

  Blended Income Fund                 48,637        40,804

  UAL Stock Fund                      26,517        29,338

  Participant Loan Fund               10,273           -
                                    --------      --------

NET ASSETS AVAILABLE FOR PLAN       $795,542      $650,990
BENEFITS                            ========      ========



  The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                            Year ended November 30
                   ------------------------------------------
                                     1998
                   ------------------------------------------

                                EQUITY- GROWTH   GOVERNMENT
                      MAGELLAN  INCOME  COMPANY  SECURITIES
                        FUND     FUND    FUND       FUND
                        ----     ----    ----       ----



NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 beginning ofyear     $ 37,784 $  28,838 $122,535    $  998
                      --------  --------- -------   -------

CONTRIBUTIONS            7,367     4,655   14,305       225
                      --------  --------  -------   -------

TRANSFERS
 BETWEEN FUNDS           6,264       859  (7,167)      2,539
                      --------  --------  -------   --------

TRANSFERS
  BETWEEN PLANS            266      (66)      470         23
                      --------   -------  -------   --------
RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends              2,907     1,728   12,925        109
  Interest                -         -        -          -
  Net appreciation
   (depreciation)
   in value of
   investments           7,051     1,629    8,701         53
                      --------  --------  -------   --------
                         9,958     3,357   21,626        162
                      --------  --------  -------   --------
PAYMENTS TO PLAN
 PARTICIPANTS          (1,600)   (1,067)  (4,396)       (50)
                      --------  -------- --------   --------
ADMINISTRATIVE
 EXPENSES                 (14)      (11)     (25)        (1)
                      --------  --------  -------   --------

NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 end of year          $ 60,025  $ 36,565 $147,348   $  3,896
                      ========  ======== ========   ========




 The accompanying notes to financial statements are an integral
                    part of these statements.




                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                           Year ended November 30 1998

                        OTC     OVERSEAS   BALANCED    ASSET
                     PORTFOLIO    FUND       FUND     MANAGER
                     ---------    ----       ----     -------



NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 beginning of year    $ 24,554  $ 44,059   $ 40,910   $ 5,254
                      --------  --------   --------  --------
CONTRIBUTIONS            3,904     5,518      4,703       970
                      --------  --------   --------  --------
TRANSFERS
 BETWEEN FUNDS              71   (4,777)    (1,370)     1,793
                      --------  --------   --------  --------
TRANSFERS
 BETWEEN PLANS              74       118         25      (15)
                      --------  --------   --------  --------
RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends              2,893     2,174      6,528       554
  Interest                -         -          -         -
  Net appreciation
   (depreciation)
   in value of
   investments           1,957     2,502        905       201
                      --------  --------  ---------   -------
                         4,850     4,676      7,433       755
                      --------  --------  ---------   -------
PAYMENTS TO PLAN
 PARTICIPANTS          (1,128)   (1,979)    (1,498)     (139)
                      --------  --------   --------   -------
ADMINISTRATIVE
 EXPENSES                  (4)       (7)       (10)       (2)
                      --------  --------   --------   -------

NET ASSETS
 AVAILABLE
 FOR PLAN
 BENEFITS,
  end of year         $ 32,321  $ 47,608   $ 50,193  $  8,616
                      ========  ========   ========  ========



 The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                                Year ended November 30
                 -------------------------------------------------
                                         1998
                 -------------------------------------------------
                                    RETIREMENT   U.S.      U.S.
                   ASSET    ASSET     MONEY      BOND     EQUITY
                  MANAGER: MANAGER:   MARKET    INDEX     INDEX
                  GROWTH   INCOME   PORTFOLIO PORTFOLIO PORTFOLIO
                 --------- -------- --------- --------- ---------



NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 beginning of
 year            $ 11,059  $ 1,340   $ 5,268   $ 1,591   $123,790
                 --------  -------  --------  --------   --------

CONTRIBUTIONS       2,367      181       756       374      7,149
                 --------  -------  --------  --------   --------
TRANSFERS
 BETWEEN FUNDS        606    (110)     3,989     1,334      4,161
                 --------  -------  --------  --------   --------
TRANSFERS
 BETWEEN PLANS         70     (30)      -            2        282
                 --------  -------  --------  --------   --------
RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends         1,183      127       379       158        -
  Interest           -         -         -        -           -
  Net
  appreciation
  (depreciation)
  in value of
  investments         745       27         -        52     30,007
                 --------  -------  --------  --------   --------
                    1,928      154       379       210     30,007
                 --------  -------  --------  --------   --------

PAYMENTS TO PLAN
 PARTICIPANTS       (430)    (158)     (684)      (67)    (3,978)
                 --------  -------  --------  --------   --------

ADMINISTRATIVE
 EXPENSES             (4)        -       (2)         -       (20)
                 --------  -------  --------  --------  ---------

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year     $ 15,596  $ 1,377  $  9,706  $  3,444  $ 161,391
                 ========  =======  ========  ========  =========




 The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                               Year ended November 30
                     -------------------------------------------------
                                       1998
                     -------------------------------------------------
                       STATED   BLENDED     UAL
                       RETURN   INCOME     STOCK    PARTICIPANT
                        FUND     FUND      FUND       LOANS      TOTAL
                        ----     ----      ----       -----      -----


NET ASSETS
 AVAILABLE
 FOR PLAN
 BENEFITS,
 beginning of year    $132,868  $ 40,804  $ 29,338     -        $650,990
                      --------  --------  --------  ---------  ---------

CONTRIBUTIONS               68     8,174     4,399     -          65,115
                      --------   -------  --------   --------  ---------
TRANSFERS
 BETWEEN FUNDS        (7,914)    (1,352)     2,424    (1,350)        -
                      -------    -------  --------   --------  ---------
TRANSFERS
   BETWEEN PLANS        (255)        737       203      -          1,904
                      -------    -------  --------   --------  ---------
RESULTS OF
 INVESTMENT
  ACTIVITY
  Dividends              -          -         -          -        31,665
  Interest             10,015      2,855      -           366     13,236
  Net appreciation
  (depreciation) in
   value investments     -          -      (8,531)       -        45,299
                      -------    -------   -------   --------  ---------
                       10,015      2,855   (8,531)        366     90,200
                      -------    -------   -------   --------  ---------

PAYMENTS TO PLAN
 PARTICIPANTS         (2,734)    (2,532)   (1,273)     11,257    (12,456)
                      -------    -------  --------   --------  ---------

ADMINISTRATIVE
 EXPENSES                (19)       (49)      (43)       -         (211)
                      -------    -------  --------   --------  ---------

NET ASSETS
 AVAILABLE
 FOR PLAN
 BENEFITS,
 end of year         $132,029   $ 48,637  $ 26,517   $ 10,273   $795,542
                      =======   ========  ========   ========   ========




 The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                              Year ended November 30
                              ----------------------
                                       1997
                              ----------------------

                                EQUITY-   GROWTH    GOVERNMENT
                      MAGELLAN  INCOME    COMPANY   SECURITIES
                        FUND     FUND      FUND       FUND
                        ----     ----      ----       ----


NET ASSETS
 AVAILABLE
 FOR PLAN
 BENEFITS,
 beginning of year    $ 24,337  $ 13,650  $ 99,574  $ 1,059
                      --------  --------  --------  -------

CONTRIBUTIONS            5,001     3,328    13,779      109
                       -------   -------  --------  -------

TRANSFERS
 BETWEEN FUNDS           2,949     7,493   (4,395)    (211)
                       -------   -------  --------  -------

TRANSFERS
 BETWEEN PLANS             (5)       (7)      (32)     -
                       -------   -------  --------  -------

RESULTS OF INVESTMENT
 ACTIVITY
  Dividends                848       992      3,974       42
  Interest                 -        -          -        -
  Net appreciation
  (depreciation)
  in value of
  investments            4,967     3,709    10,945        4
                       -------   -------  --------  -------
                         5,815     4,701    14,919       46
                       -------   -------  --------  -------

PAYMENTS TO PLAN
 PARTICIPANTS            (311)     (323)   (1,304)      (5)

ADMINISTRATIVE
 EXPENSES                  (2)       (4)       (6)      -
                       -------   -------  --------  -------


NET ASSETS AVAILABLE
 FOR PLAN BENEFITS,
 end of year          $ 37,784  $ 28,838  $122,535  $   998
                      ========  ========  ========  =======



 The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                                Year ended November 30
                                ----------------------
                                       1997
                                ----------------------
                        OTC     OVERSEAS  BALANCED   ASSET
                     PORTFOLIO    FUND      FUND    MANAGER
                     ---------    ----      ----    -------



NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 beginning of year    $ 15,236  $ 36,521   $ 31,972 $  3,606
                      --------  --------   --------  -------

CONTRIBUTIONS            3,348     5,889      4,394      752
                      --------  --------   --------  -------
TRANSFERS
 BETWEEN FUNDS           4,214   (2,007)    (1,289)      196
                      --------  --------   --------  -------
TRANSFERS
 BETWEEN PLANS             (1)       (7)        (6)      (7)
                      --------  --------   --------  -------

RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends              1,386     2,234      3,257      306
  Interest                 -         -         -         -
  Net appreciation
   (depreciation)
   in value
   investments             522     1,770      3,223      426
                      --------  --------  ---------  -------
                         1,908     4,004      6,480      732
                      --------  --------  ---------  -------
PAYMENTS TO PLAN
 PARTICIPANTS            (151)     (340)      (637)     (25)
                      --------  --------  ---------  -------
ADMINISTRATIVE
 EXPENSES                  -        (1)         (4)     -
                      --------  --------  ---------  -------

NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 end of year          $ 24,554  $ 44,059  $ 40,910   $ 5,254
                      ========  ========  ========   =======


 The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                                Year ended November 30
                                ----------------------
                                        1997
                                ----------------------

                                    RETIREMENT  U.S.      U.S.
                   ASSET    ASSET     MONEY     BOND     EQUITY
                  MANAGER: MANAGER:  MARKET    INDEX     INDEX
                  GROWTH   INCOME   PORTFOLIO PORTFOLIO  PORTFOLIO
                  ------   ------   --------- ---------  ---------

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 beginning of
 year             $ 6,362   $  383    $ 3,656   $   742   $ 89,866
                  -------   ------    -------   -------   --------

CONTRIBUTIONS       1,768      137        634       182      5,413
                  -------   ------    -------   -------   --------
TRANSFERS
 BETWEEN FUNDS      1,472      768        853       577      2,825
                  -------   ------    -------   -------   --------
TRANSFERS
 BETWEEN PLANS       -         -          -         -         (20)
                  -------   ------    -------   -------   --------

RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends           545       33        263        78        -
  Interest           -         -          -         -          -
  Net appreciation
   (depreciation)
   in values of
   investments      1,108       26        -          17     26,688
                  -------   ------    -------   -------   --------
                    1,653       59        263        95     26,688
                  -------   ------    -------   -------   --------

PAYMENTS TO PLAN
 PARTICIPANTS       (195)      (7)      (137)       (5)      (979)
                  -------  -------    -------   -------   --------

ADMINISTRATIVE
 EXPENSES             (1)       -         (1)       -          (3)

NET ASSETS        -------  -------    -------   -------   --------
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year     $ 11,059  $ 1,340    $ 5,268   $ 1,591   $123,790
                  =======  =======    =======   =======   ========




 The accompanying notes to financial statements are an integral
                    part of these statements.



                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   -----------------------------------------------------------
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 --------------------------------------------------------------
                         (In Thousands)



                              Year ended November 30
                              ----------------------
                                     1997
                              ----------------------

                       STATED    BLENDED     UAL
                       RETURN    INCOME     STOCK
                        FUND      FUND      FUND     TOTAL
                       -------  -------   -------   -------


NET ASSETS AVAILABLE
 FOR PLAN BENEFITS,
 beginning of year     $138,477  $ 36,888   $ 14,356  $516,685
                       --------  --------   --------  --------

CONTRIBUTIONS              -        7,378      2,947    55,059
                       --------  --------   --------  --------

TRANSFERS
 BETWEEN FUNDS         (13,263)   (5,360)      5,178      -
                       --------  --------   --------  --------

TRANSFERS
 BETWEEN PLANS             (21)       108        (1)         1
                       --------  --------   --------  --------
RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends                -         -          -       13,958
  Interest                9,648     2,550       -       12,198
  Net appreciation
  (depreciation)
  in value
  of investments           -         -         7,060    60,465
                       --------  --------   --------  --------
                          9,648     2,550      7,060    86,621
                       --------  --------   --------  --------

PAYMENTS TO PLAN
 PARTICIPANTS           (1,965)     (727)      (185)   (7,296)
                       --------  --------   --------  --------

ADMINISTRATIVE
 EXPENSES                   (8)      (33)       (17)      (80)
                       --------  --------   --------  --------
NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 end of year           $132,868  $ 40,804   $ 29,338  $650,990
                       ========  ========   ========  ========




 The accompanying notes to financial statements are an integral
                    part of these statements.




                     UNITED AIR LINES, INC.
                     ----------------------
   FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
   ----------------------------------------------------------
                  NOTES TO FINANCIAL STATEMENTS
                  -----------------------------


1.   DESCRIPTION OF THE PLAN
     -----------------------

     This description is for general information purposes only.
     Participants should refer to their summary plan
     description for detailed benefit information.

     a. General and Plan Participants
        -----------------------------

        The United Air Lines, Inc. Flight Attendant Employees'
        401 (k) Retirement Savings Plan ("Plan") covers all
        employees of United classified as flight attendants and
        who are members of the Association of Flight
        Attendants.  Eligible employees are eligible to become
        participants on their date of hire.  The Plan is
        contributory and is subject to the Employee Retirement
        Income Security Act of 1974, as amended.

     b. Contributions and Vesting
        -------------------------

        Eligible employees may elect to contribute to the Plan,
        in multiples of 1%, any percentage of their covered
        earnings, up to 25% of each paycheck, subject to a
        maximum of $9,500 in 1997 and $10,000 in 1998.  Lower
        limits may apply to certain highly compensated
        participants if the Plan does not pass certain
        nondiscrimination tests required by law.  Contributions
        and earnings are credited to separate accounts
        maintained for each participant.  Participants are
        immediately vested in their salary deferral
        contributions.  Section 415(c) of the Internal Revenue
        Code limits the total amount of contributions from all
        qualified defined contribution retirement plans to the
        lesser of 25% of annual taxable earnings or $30,000.

        Participants may elect to invest in one or a
        combination of the investment funds described in note
        (1)(d).  Additionally, they may subsequently change
        their contribution rate, redesignate the allocation of
        contributions or transfer existing balances among
        investment funds, subject to the limits set forth in
        the Plan.

        Contributions include $969,298 and $185,400 for 1998
        and 1997, respectively, which were transferred from
        other qualified plans as rollovers under Internal
        Revenue Code Sections 402(c) and 408(d).

     c. Trustee and Recordkeeper
        ------------------------

        Fidelity Management Trust Company ("Fidelity") is the
        Plan Trustee and Fidelity Institutional Retirement
        Services Company is the recordkeeper of the Plan.

     d. Master Trust Funds
        ------------------

        Fidelity provides each participant with fifteen
        investment options:  Fidelity Magellan Fund; Fidelity
        Equity-Income Fund; Fidelity Growth Company Fund;
        Fidelity Government Securities Fund; Fidelity OTC Portfolio;
        Fidelity Overseas Fund; Fidelity Balanced Fund; Fidelity
        Asset Manager; Fidelity Asset Manager: Growth; Fidelity
        Asset Manager: Income; Fidelity Retirement Money Market
        Portfolio; Fidelity U.S. Bond Index Portfolio; Fidelity
        U.S. Equity Index Portfolio; Blended Income Fund and the
        UAL Stock Fund.  These funds are managed by Fidelity or
        Fidelity Investments (manager of Fidelity Mutual Funds).
        The investments represent the Plan's allocable share of
        the funds.


        The Stated Return Fund is invested in Connecticut
        General's general portfolio.  The investment  and
        interest earned on the Stated Return Fund are
        guaranteed against loss by Connecticut General.
        Interest is credited monthly to the participant's
        account and is net of administrative expenses.  The
        rate of interest for any period of time is determined
        by Connecticut General and may be changed from time to
        time.  Any such change will be declared in advance and
        will become effective as of the first day of the month
        immediately following the date the notice is given.
        The net rate for 1998 was 8.00%.   No further
        contributions can be made to this fund.

        The Fidelity U.S. Equity Index Portfolio primarily
        invests in the common stocks of the companies that make
        up the S&P 500 Index.  Assets are valued at market
        prices quoted on the New York Stock Exchange ("NYSE").

        Assets in the UAL Stock Fund are invested in UAL
        Corporation common stock and are valued at market prices
        quoted on the NYSE.  Participants may invest in the UAL
        Stock Fund through direct salary deferrals.

        The Blended Income Fund includes investment contracts
        purchased by Fidelity from approved institutions that
        meet its stringent credit standards at the time of
        purchase.  The fund may also include other high
        quality, income-oriented investments.  The contracts
        held by the Blended Income Fund are fully benefit
        responsive, and accordingly, have been included in the
        financial statements at contract value.  There are no
        reserves against contract value for credit risk of the
        contract issuers or otherwise.  The fair values of the
        investment contracts at November 30, 1998 and 1997 were
        $48,656 and $40,718 (in thousands), respectively.  The
        average yield for the years ending November 30, 1998
        and 1997 was approximately 6.6%.  The crediting
        interest rates as of November 30, 1998 and 1997 were
        approximately 5.7 % and 6.5%, respectively.

        The remaining investment options are public mutual
        funds traded on the NYSE.  Portfolio securities and
        other assets are valued primarily on the basis of
        market quotations or, if quotations are not readily
        available, by a method which each fund's Board of
        Trustees believes accurately reflects fair value.
        Foreign securities are valued based on quotations from
        the primary market in which they are traded and are
        translated from the local currency into U.S. dollars
        using current exchange rates.

        The Fidelity Magellan Fund invests primarily in
        securities of domestic, foreign, and multinational
        issuers in the form of common stocks, securities
        convertible into common stocks, and, occasionally, debt
        securities.

        The Fidelity Equity-Income Fund invests primarily in
        income-producing equity securities, both domestic and
        foreign.  It seeks to achieve income greater than that
        of the S&P 500.

        The Fidelity Growth Company Fund invests in common
        stocks, securities convertible into common stocks, and,
        occasionally, debt obligations from companies viewed as
        having unusual opportunities to grow.

        The Fidelity Government Securities Fund invests
        primarily in fully guaranteed U.S. government bonds.
        The average maturity is approximately two to five years.

        The Fidelity OTC Portfolio primarily invests in stocks
        traded in the "over-the counter" market, which involves
        the investment in securities of smaller, lesser-known
        companies.

        The Fidelity Overseas Fund normally invests at least
        65% of its total assets in common stock, securities
        convertible to common stock and debt instruments of
        foreign businesses and governments.  Fidelity
        Investments expects to invest most of the assets in
        developed countries in these general geographic areas;
        the Americas (other than the United States), the Far
        East and Pacific Basin, and Western Europe.
        The Fidelity Balanced Fund maintains a balance of high-
        yielding securities, including foreign and domestic
        stocks and bonds.  At least 25% of the assets are
        invested in fixed-income senior securities.  All bonds
        in the Fund's portfolio are rated BBB or better by
        Standard & Poor's Corporation, or Baa or better by
        Moody's Investors Service, Inc.

        The Fidelity Asset Manager invests in stocks, bonds and
        short-term instruments in both domestic and foreign
        markets to achieve high total returns in the long run.
        The allocation between these three types of investments
        is generally 40%, 40%, and 20%, respectively, however
        it may vary between the following ranges: stocks - 10%
        to 60%; bonds - 20% to 60%; and short-term instruments
        - 0% to 70%.

        The Fidelity Asset Manager: Growth: invests in stocks,
        bonds and short-term instruments in both domestic and
        foreign markets to achieve long term maximum total
        investment return.  The allocation between these three
        types of investments is generally 65%, 30%, and 5%,
        respectively, however it may vary between the following
        ranges: stocks - 0% to 100%; bonds - 0% to 100%; and
        short-term instruments - 0% to 100%.

        The Fidelity Asset Manager: Income: invests in stocks,
        bonds and short-term instruments in both domestic and
        foreign markets to achieve a high level of current
        income, and capital appreciation.  The allocation
        between these three types of investments is generally
        20%, 30%, and 50%, respectively, however it may vary
        between the following ranges: stocks - 0% to 35%; bonds
        - 20% to 45%; and short-term instruments - 20% to 80%.

        The Fidelity Money Market Trust: Retirement Money
        Market Portfolio: invests in  high quality, low risk
        domestic and foreign money market instruments,
        primarily short-term instruments with maturities of
        three months or less.

        The Fidelity U.S. Bond Index Portfolio primarily
        invests in securities included in the Lehman Brothers
        Aggregate Bond Index in order to achieve comparable
        investment results.

        Fidelity is authorized to engage in the lending of
        certain Plan assets.  Securities lending is an
        investment management enhancement that utilizes the
        existing securities of the Funds to earn additional
        income.  It involves the loan of securities to various
        approved brokers.  In return for loaned securities,
        Fidelity receives collateral in the form of cash and
        U.S. government securities as a safeguard against
        possible default of any borrower on return of the loan.
        Each loan is collateralized to the extent of 100
        percent of the market value of securities on loan.  The
        collateral is marked-to-market on a daily basis to
        maintain the margin requirement.


     e. Withdrawals
        -----------

        Withdrawals from the Plan may be made as follows, as
        applicable to the participant's eligibility, amount
        requested, and existing balances:

           Participants who have separated from service (for
           reasons other than death) may elect payment in the
           form of a lump sum, periodic distributions, irregular
           partial distributions, or through the purchase of an
           annuity.  Distributions may also be directly rolled
           over into an IRA or qualified plan.


           Withdrawals of balances attributable to the United Air
           Lines, Inc. Flight Attendant Employees' Savings Plan
           or "the Prior Plan" are normally made in the form of a
           single life annuity, if the participant is unmarried,
           or a 50% contingent annuity with the spouse as the
           contingent annuitant, if the participant is married.
           Spousal consent is required if the participant elects
           to take a distribution in the form of a lump sum
           payment, periodic distributions, or other forms of
           annuities.  Withdrawals of balances from the 401(k)
           account may be made in the form of a lump sum,
           periodic distributions, irregular partial
           distributions, or through the purchase of an annuity
           other than a life annuity.  Spousal consent is not
           required for distribution of 401(k) balances.
           Participants who have terminated employment are able
           to defer the distribution of balances attributable to
           "the Prior Plan" and the 401(k) account until April 1
           of the next calendar year after reaching age 70-1/2.

           Distributions due to the death of a participant
           may be taken by the participant's beneficiary
           in the form of a lump sum payment or through
           the purchase of an annuity, subject to the
           limitations of Internal Revenue Code 401(a)(9).  The
           participant's surviving spouse, if any, is
           automatically the beneficiary of the account, unless
           the spouse waives this right.

           In-service withdrawals for participants who are
           actively employed or are absent due to reasons of
           illness, or approved leave of absence who maintain an
           employer-employee relationship with United Air Lines,
           Inc. are permitted as follows in lump sum form only:
            - Discretionary withdrawals of post-tax contributions
              and earnings
            - Hardship withdrawals from 401(k) account, subject
              to restrictions described in the Plan
            - After reaching age 59-1/2, subject to certain
              requirements specified in the Plan, all or a
              portion of the participant's 401(k) account may be
              withdrawn
            - Upon reaching age 70-1/2, minimum distributions
              required under Internal Revenue Code
              401(a)(9) must be taken no later than April 1
              following the calendar year that the
              participant has reached age 70-1/2.  Effective
              January 1, 1997, active participants that have
              reached age 70-1/2 may choose to defer
              distribution.

           If a participant's account has never exceeded $3,500,
           total distribution of the account will be made in a
           lump sum payment upon termination of employment or
           death.

           Generally, withdrawals are allocated pro-rata to the
           balances of each of the investment funds in the
           participant's account.  Distributions from UAL Stock
           Fund, may be made in cash, or in whole shares of UAL
           Corporation common stock, with fractional shares
           distributed in cash.  Certain restrictions on
           withdrawals may apply for participants domiciled in,
           or residents of, non-U.S. locations.

     f. Plan Termination Provisions
        ---------------------------

        If the Plan is terminated, all amounts credited to a
        participant's account at the time of termination
        shall be retained in the Trust and will be distributed in
        accordance with the normal distribution rules of the
        Plan.


2.   SIGNIFICANT ACCOUNTING POLICIES
     -------------------------------

     a. Basis of Accounting
        -------------------

        The financial statements are presented on the accrual
        basis.


     b. Investments
        -----------

        Assets of United's 401(k) Plans Master Trust are owned by
        all participating United plans consisting of the
        Management & Salaried Employees' 401(k) Retirement
        Savings Plan, Ground Employees' 401(k) Retirement Savings
        Plan, and the Flight Attendant Employees' 401(k)
        Retirement Savings Plan.

     c. Net Appreciation (Depreciation) in Value of Investments
        -------------------------------------------------------

        Net appreciation (depreciation) in value of investments
        includes realized and unrealized gains and losses.
        Realized and unrealized gains and losses are calculated
        as the difference between fair value at December 1, or
        date of purchase if subsequent to December 1, and fair
        value at date of sale or the current year-end.  The
        unrealized gain or loss on investments represents the
        Plan's allocable share of the difference between fair
        value at December 1, or date of purchase, and the fair
        value at the date of sale or the current year-end plus,
        where applicable, the change in the exchange rate between
        the U.S. dollar and the foreign currency in which the
        assets are denominated from December 1, or the date of
        purchase, to the date of sale or the current year-end.

     d. Plan Expenses
        -------------

        Administrative expenses represent administrative and
        investment manager fees charged by Fidelity, accountant
        fees, recordkeeping fees charged by Fidelity
        Institutional Retirement Services Co. and some
        administrative fees charged by United.  Brokerage and
        other investment fees are included in the cost of the
        related security.  United performs certain reporting and
        supervisory functions for the Plan without charge.

     e. Transfers between Plans
        -----------------------

        Transfers between plans reflects the change in employee
        coverage and transfer of any related balances between
        this Plan and other defined contribution plans sponsored
        by United, including the United Air Lines, Inc. Ground
        Employees' 401(k) Retirement Savings Plan and the United
        Air Lines, Inc. Management and Salaried Employees' 401(k)
        Retirement Savings Plan.

     f. Participant Loans
        -----------------

        Effective April 1, 1998, participants may borrow up to
        fifty percent of their account balance, not to exceed
        $50,000.  The minimum that may be borrowed is $1,000.
        Loans are charged against each investment fund in the
        ratio of the value of the employee's interest in each
        fund to the total value of the employee's interest in all
        funds and are held in the Loan Fund.  The loan is repaid
        through payroll deductions on an after-tax basis for the
        term of the loan, which is a minimum of six months to a
        maximum of sixty months and is subject to a reasonable
        rate of interest (8.75% as of December 31, 1998).  The
        amount paid is reinvested in the participant's account
        based on the investment allocations at the time of
        repayment.  Prepayment of the full balance of the loan is
        allowed after six months from the date of the loan
        without penalty.  Participants are able to take out
        another loan after twelve months from the date the old
        loan is retired.  Upon the employee's termination of
        employment, a loan not paid in full within 60 days
        becomes a taxable distribution.  Loans in default may be
        declared due and payable in full immediately, and the
        Plan administrator may charge the participant's account
        balances at any time thereafter for the amount of the
        default.  An administrative fee of $90 is charged to each
        participant taking a loan and is automatically deducted
        from the participant's account.

     g. Use of Estimates
        ----------------
        The preparation of financial statements in conformity with
        generally accepted accounting principles requires management to
        make estimates and assumptions that affect the reported amounts
        of net assets available for plan benefits and disclosure of
        contigent assets and liabilities at the date of the financial
        statements and the reported amounts of changes in net
        assets available for plan benefits during the reporting
        period.  Actual results could differ from those estimates.


3.   TAX STATUS
     ----------

     The Plan obtained its latest determination letter on August
     23, 1996.  The Internal Revenue Service has determined
     Plan, as written, is designed in accordance with applicable
     sections of the Internal Revenue Code.












                                           Exhibit 23
                                           ----------


Consent of Independent Public Accountants


As independent public accountants, we hereby
consent to the incorporation of our report included
in this Form 11-K for the year ended November 30,
1998, into UAL's previously filed Form S-8 and Post
Effective Amendment No. 1 to Form S-8 Registration
Statement (File No. 33-44553), Form S-8
Registration Statement (File No. 33-62749),
Form S-8 Registration Statement (File No. 333-
52249), and Form S-8 Registration Statement (File
No. 333-63179) for the United Airlines, Inc.
Flight Attendant Employees' 401(k) Retirement
Savings Plan.



                                     Arthur Andersen LLP


Chicago, Illinois
May 27, 1999