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.
                  Ground 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. Ground 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. Ground 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 Air Lines, Inc.
                                        Ground Employees' 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.
                     ----------------------
        GROUNDS 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                    $ 47,883    $ 37,400

  Equity-Income Fund                 23,853      24,58

  Growth Company Fund               106,203     106,170

  Government Securities Fund          2,797       1,100

  OTC Portfolio                      21,064      20,180

  Overseas Fund                      20,931      23,468

  Balanced Fund                      42,067      39,020

  Asset Manager                       6,490       6,454

  Asset Manager: Growth               9,758       8,846

  Asset Manager: Income               1,653       1,639

  Retirement Money Market             6,898       4,768
  Portfolio

  U.S. Bond Index Portfolio           2,305       1,033

  U. S. Equity Index Portfolio      151,366     134,042

  Stated Return Fund                      2        -

  Blended Income Fund               173,561     177,841

  UAL Stock Fund                     67,311      62,544

  Participant Loan Fund              20,810      21,199
                                   --------    --------
  NET ASSETS AVAILABLE FOR PLAN    $704,592    $670,290
  BENEFITS                         ========    ========

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


                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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 of year     $ 37,400  $ 24,586 $106,170  $  1,100
                       --------  -------- --------  --------
 CONTRABUTIONS            2,567     1,210    4,868       183
                       --------  -------- --------  --------
 TRANSFERS
  BETWEEN FUNDS           3,793   (1,818) (11,329)     1,670
                       --------  -------- --------  --------
 TRANSFERS
  BETWEEN PLANS           (137)     (120)    (515)       (2)
                       --------  -------- --------  --------
RESULTS OF INVESTMENT
 ACTIVITY
 Dividends                2,874     1,446   10,927       104
 Interest                  -         -          43      -
 Net appreciation
   (depreciation)
   in value of
   investments            5,808     1,289    6,121        61
                       --------  -------- --------  --------
                          8,682     2,735   17,091       165
                       --------  -------- --------  --------
PAYMENTS TO PLAN
 PARTICIPANTS           (3,687)   (2,555)  (8,686)     (294)
                       --------  -------- --------  --------
PARTICIPANT LOANS         (724)     (178)  (1,377)      (25)
                       --------  -------- --------  --------
ADMINISTRATIVE
 EXPENSES                  (11)       (7)     (19)     -
                       --------  -------- --------  --------
ASSETS AVAILABLE
 FOR PLAN BENEFITS,
 end of year           $ 47,883  $ 23,853 $106,203  $  2,797
                       ========  ======== ========  ========


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


                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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     $ 20,180    $ 23,468  $ 39,020   $ 6,454
                       --------    --------  --------   -------
CONTRIBUTIONS             1,345       1,451     1,572       301
                       --------    --------  --------   -------
TRANSFERS
 BETWEEN FUNDS          (1,820)     (4,034)     (873)     (398)
                       --------    --------  --------   -------
TRANSFERS
 BETWEEN PLANS             (76)        (92)     (148)        33
                       --------    --------  --------   -------
RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends               2,066       1,209     5,967       606
  Interest                 -           -         -         -
  Net appreciation
   (depreciation)
   in value of
   investments            1,369       1,354       733       222
                       --------    --------  --------   -------
                          3,435       2,563     6,700       828
                       --------    --------  --------   -------
PAYMENTS TO PLAN
 PARTICIPANTS           (1,747)     (2,085)   (3,811)     (649)
                       --------    --------  --------   -------
PARTICIPANT LOANS         (250)       (337)     (384)      (78)
                       --------    --------  --------   -------
ADMINISTRATIVE
 EXPENSES                   (3)         (4)       (8)       (1)
                       --------    --------  --------   -------

NET ASSETS AVAILABLE
 FOR PLAN BENEFITS,
 end of year           $ 21,064    $ 20,931  $ 42,067   $ 6,490
                       ========    ========  ========   =======


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


                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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      $  8,846  $  1,639  $ 4,768     $  1,033   $134,042
                        --------  --------  -------     --------   --------
CONTRIBUTIONS                785        79      336           45      4,242
                        --------  --------  -------     --------   --------
TRANSFERS
   BETWEEN FUNDS           (186)       170    2,376        1,169    (3,067)
                        --------  --------  -------     --------   --------
TRANSFERS
   BETWEEN PLANS            (33)       (4)      (3)          (1)      (694)
                        --------  --------  -------     --------   --------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends                  946       117      330           98      -
  Interest                  -         -        -            -            10
  Net appreciation
  (depreciation)
  in value of
  investments                329        31     (42)           37     30,275
                        --------  --------  -------     --------   --------
                           1,275       148      288          135     30,285
                        --------  --------  -------     --------   --------
PAYMENTS TO PLAN
   PARTICIPANTS            (814)     (364)    (735)         (64)   (11,770)
                        --------  --------  -------     --------   --------
PARTICIPANT LOANS          (113)      (15)    (130)         (12)    (1,649)
                        --------  --------  -------     --------   --------
ADMINISTRATIVE
 EXPENSES                   (2)      -         (2)        -           (23)
                        --------  --------  -------     --------   --------
NET ASSETS AVAILABLE
 FOR PLAN BENEFITS,
 end of year            $  9,758  $  1,653  $ 6,898     $  2,305   $151,366
                        ========  ========  =======     ========   ========


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


                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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      PARTICIPANT
                      RETURN      INCOME      STOCK       LOAN
                       FUND        FUND       FUND        FUND     TOTAL
                       ----        ----       ----        ----     -----
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 beginning of year    $  -       $ 177,841   $ 62,544  $ 21,199   $670,290

CONTRIBUTIONS            -           8,951      1,606      -        29,541
                      -------     --------   --------  --------   --------
TRANSFERS
 BETWEEN FUNDS           -         (2,991)     27,715  (10,377)       -
                      -------     --------   --------  --------   --------
TRANSFERS
 BETWEEN PLANS              2          367      (183)     -        (1,606)
                      -------     --------   --------  --------   --------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends               -           -         -          -        26,690
  Interest                -         11,490          1     1,679     13,223
  Net appreciation
  (depreciation)
   in value of
   investments            -           -      (17,507)      -        30,080
                      -------     --------   --------  --------   --------
                          -         11,490   (17,506)     1,679     69,993
                      -------     --------   --------  --------   --------
PAYMENTS TO PLAN
 PARTICIPANTS             -       (20,107)    (5,647)      (19)   (63,034)
                      -------     --------   --------  --------   --------
PARTICIPANT LOANS         -        (1,927)    (1,129)     8,328       -
                      -------     --------   --------  --------   --------
ADMINISTRATIVE
 EXPENSES                 -           (63)       (89)      -         (232)
                      -------     --------   --------  --------   --------
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year          $     2     $173,561   $ 67,311  $ 20,810   $704,952
                      =======     ========   ========  ========   ========



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

                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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     $ 28,290  $ 14,953 $ 99,838   $  1,093
                        -------   -------  -------    -------

CONTRIBUTIONS             3,327     1,395   10,763       (74)
                        -------   -------  -------    -------
TRANSFERS
 BETWEEN FUNDS            3,119     5,347  (7,185)        119
                        -------   -------  -------    -------
TRANSFERS
 BETWEEN PLANS             (28)         1    (148)        (4)
                        -------   -------  -------    -------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends                 991    1,085    4,160          89
  Interest                    9        2     -          -
  Net appreciation
  (depreciation)
   in value of
   investments             5,535    3,623    10,023         2
                        --------  -------   -------   -------
                           6,535    4,710    14,183        91
                        --------  -------   -------   -------
PAYMENTS TO PLAN
 PARTICIPANTS            (3,324)    (751)   (9,741)     (121)
                        ---------  -------   ------    -------
PARTICIPANT LOANS          (510)    (205)   (1,518)       (4)
                       ---------  -------   -------   -------
ADMINISTRATIVE
 EXPENSES                    (9)      (7)      (22)        -
                       ---------  -------   -------   -------
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year           $ 37,400  $ 24,586  $106,170   $  1,100
                       ========  ========  =========  ========


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


                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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    $ 16,203   $ 23,369   $ 33,216   $  5,647
                      --------   --------   --------   --------

CONTRIBUTIONS            1,763      2,685      2,497        455
                      --------   --------   --------   --------
TRANSFERS
 BETWEEN FUNDS           2,188    (2,310)        349      (114)
                      --------   --------   --------   --------
TRANSFERS
 BETWEEN PLANS             (8)       (22)       (62)          5
                      --------   --------   --------   --------
RESULTS OF
 INVESTMENT
 ACTIVITY
 Dividends              1,389      1,575      3,444         468
 Interest                -          -          (45)       -
 Net apprreciation
   (depreciation)
   in value
   of investments         579      1,138      3,364         559
                      -------   --------   --------    --------
                        1,968      2,668      6,808       1,027
                      -------   --------   --------    --------
PAYMENTS TO PLAN
 PARTICIPANTS         (1,675)    (2,432)    (3,354)      (512)
                     --------   --------   --------   --------
PARTICIPANT LOANS       (256)      (484)      (424)       (53)
                      -------   --------   --------   --------
ADMINISTRATIVE
 EXPENSES                 (3)        (6)       (10)        (1)
                      -------   --------   --------   --------
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year          $ 20,180   $ 23,468   $ 39,020   $  6,454
                      ========   ========   ========   ========


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

                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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             $ 6,474  $ 1,555   $ 3,475   $   610   $130,300
                  -------  -------   -------   -------   --------
CONTRIBUTIONS         961      126       331        65      8,804
                  -------  -------   -------   -------   --------
TRANSFERS
 BETWEEN FUNDS        697       43     1,930       362      3,130
                  -------  -------   -------   -------   --------
TRANSFERS
 BETWEEN PLANS        (1)      (2)      (47)         -      (100)
                  -------  -------   -------   -------   --------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends           570      124       282        62       -
  Interest            -         -        -         -           2
  Net
  appreciation
  (depreciation)
   in value of
   investments      1,039       44       -           7    30,617
                  -------  -------   -------   -------   -------
                    1,609      168       282        69    30,619
                  -------  -------   -------   -------   -------
PAYMENTS TO PLAN
 PARTICIPANTS       (754)    (211)   (1,085)      (63)  (10,027)
                  -------  -------   -------   -------  --------
PARTICIPANT
 LOANS              (137)     (40)     (116)      (10)   (1,659)
                  -------  -------   -------   -------  --------
ADMINISTRATIVE
 EXPENSES             (3)     -          (2)      -         (25)
                  -------  -------   -------   -------  --------
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year      $ 8,846  $ 1,639   $ 4,768   $ 1,033  $134,042
                 ========  =======   =======   =======  ========

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



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


                             Year ended November 30
                             ----------------------
                                      1997
                             ----------------------
                    BLENDED     UAL    PARTICIPANT
                    INCOME     STOCK      LOAN
                     FUND      FUND       FUND      TOTAL
                     ----      ----       ----      -----
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 beginning of
 year              $186,919  $ 34,580  $ 20,827   $580,349
                   --------  --------  --------   --------

CONTRIBUTIONS        14,483     2,672     -         50,253
                   --------  --------  --------   --------
TRANSFERS
 BETWEEN FUNDS     (11,842)    14,279  (10,112)       -
                   --------  --------  --------   --------
TRANSFERS
 BETWEEN PLANS           21         6     -          (389)
                   --------  --------  --------   --------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends            -         -         -        14,239
  Interest           12,470         9     1,644     14,091
  Net appreciation
   (depreciation)
   in value
   of investments      -       15,807      -        72,337
                   --------  --------  --------   --------
                     12,470    15,816     1,644    100,667
                   --------  --------  --------   --------
PAYMENTS TO PLAN
 PARTICIPANTS      (21,532)   (3,928)    -        (60,367)
                   --------  --------  --------   --------

PARTICIPANT LOANS   (2,591)     (833)     8,840      -
                   --------  --------  --------   --------
ADMINISTRATIVE
 EXPENSES              (87)      (48)       -        (233)
                   --------  --------  --------   --------
NET ASSETS
 AVAILABLE
 FOR PLAN
 BENEFITS,
 end of year       $177,841  $ 62,544  $ 21,199   $670,290
                   ========  ========  ========   ========

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



                     UNITED AIR LINES, INC.
                     ----------------------
        GROUND 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. Ground Employees' 401(k)
        Retirement Savings Plan (the "Plan") covers all employees
        of United Air Lines, Inc. ("United") who are members of
        the International Association of Machinists and Aerospace
        Workers ("IAM"), have completed one year of service and
        are at least 21 years of age.  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
        pretax earnings, up to 15%, 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.
        The balance in a participant's account is fully vested
        and nonforfeitable at all times.  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 $1,347,836 and $612,247 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 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
        as 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
        as 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 value of the
        investment contracts at November 30, 1998 and 1997 were
        $179,856 and $185,372 (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.  At
        November 30, 1998 and 1997, the contract value of the
        investment contracts approximated the fair value.

        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.  Participants who
           have terminated employment are able to defer the
           distribution of the account until April 1 of the next
           calendar year after reaching age 70-1/2.

           Distributions of accounts 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:
            - 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.

     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 and Salaried Employees's 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.
        Management and Salaried Employees' 401(k) Retirement
        Savings Plan and the United Air Lines, Inc. Flight
        Attendant Employees' 401(k) Retirement Savings Plan.

     f. Participant Loans
        -----------------
        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 contingent 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 June
     18, 1996.  The Internal Revenue Service has determined  that
     the 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. 33-44552),
Form S-8 Registration Statement (File No. 33-57331),
Form S-8 Registration Statement (File No. 333-03041), and
Form S-8 Registration Statment (File No. 333-63181)
for the United Air Lines, Inc. Ground Employees' 401(k)
Retirement Savings Plan.



                                     Arthur Andersen LLP


Chicago, Illinois
May 27, 1999