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.
                  Management and Salaried 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. Management and Salaried
       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. Management
       and Salaried 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.
                                         Management and Salaried
                                            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.
                    ----------------------
 MANAGEMENT AND SALARIED 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                    $ 80,978   $ 56,760

  Equity-Income Fund                 43,815     39,851

  Growth Company Fund               161,627    147,023

  Government Securities Fund          6,622      2,205

  OTC Portfolio                      34,787     29,254

  Overseas Fund                      36,897     36,567

  Balanced Fund                      69,386     58,457

  Asset Manager                      13,385     11,747

  Asset Manager: Growth              20,191     16,971

  Asset Manager: Income               3,307      2,521

  Retirement Money Market            12,680      7,565
  Portfolio

  U. S. Bond Index Portfolio          5,597      2,458

  U.S. Equity Index Portfolio       236,757    194,677

  Stated Return Fund                    191        -

  Blended Income Fund               200,372    194,639

  UAL Stock Fund                     48,816     51,796

  Participant Loan Fund              18,016     15,902
                                   --------   --------

NET ASSETS AVAILABLE FOR PLAN      $993,424   $868,393
BENEFITS                           ========   ========

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


                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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    $ 56,760  $ 39,851  $147,023   $  2,205
                      --------  --------  --------    -------
CONTRIBUTIONS
   Employer                 57        24        39          2
   Employee              6,245     3,533    10,577        288
                       -------  --------  --------    -------
                         6,302     3,557    10,616        290
                       -------  --------  --------    -------
TRANSFERS
 BETWEEN FUNDS           8,452   (1,313)  (10,743)      4,129
                       -------  --------  --------    -------
TRANSFERS
 BETWEEN PLANS           (247)       135     (154)       (22)
                       -------   -------  --------    -------
RESULTS OF
  INVESTMENT
  ACTIVITY
  Dividends             4,346      2,402    15,383        238
  Interest               -            54      -         -
  Net appreciation
   (depreciation)
   in value of
   investments          9,473      2,108     9,182        116
                      -------     ------   -------    -------
                       13,819      4,564    24,565        354
                      -------    -------   -------    -------
PAYMENTS TO PLAN
 PARTICIPANTS          (3,264)   (2,651)   (8,207)       (318)
                      -------    -------   -------    --------

PARTICIPANT LOANS        (830)     (317)   (1,454)        (16)
                      -------    -------   -------    --------

ADMINISTRATIVE
 EXPENSES                 (14)      (11)      (19)       -
                      -------    -------   -------    --------

NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 end of year         $ 80,978   $ 43,815  $161,627     $ 6,622
                      =======   ========  ========     =======


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

                    UNITED AIR LINES, INC.
                    ----------------------
MANAGEMENT AND SALARIED 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   $ 29,254  $ 36,567  $ 58,457  $ 11,747
                      -------   -------  --------   -------
CONTRIBUTIONS
 Employer                  19        12         8       10
 Employee               3,342     3,193     3,654      808
                      -------   -------   -------  -------
                        3,361     3,205     3,662      818
                      -------   -------   -------  -------
TRANSFERS
 BETWEEN FUNDS        (1,054)   (4,389)     1,217       26
                      -------   -------   -------  -------

TRANSFERS
 BETWEEN PLANS           (31)      (76)        41     (56)
                      -------   -------   -------  -------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends            3,187     1,838     9,319     1,102
  Interest              -         -         -        -
  Net appreciation
   (depreciation)
   in value of
   investments         2,149     1,930     1,076      451
                      ------     -----     -----   ------
                       5,336     3,768    10,395    1,553
                      ------     -----    ------   ------

PAYMENTS TO PLAN
 PARTICIPANTS         (1,754)    (1,816)  (3,892)    (590)
                      -------    -------  -------  -------

PARTICIPANT LOANS       (321)      (358)    (483)    (111)
                      -------    -------  -------  -------
ADMINISTRATIVE
 EXPENSES                 (4)         (4)     (11)     (2)
                      -------    -------  -------  -------
NET ASSETS
 AVAILABLE
 FOR PLAN BENEFITS,
 end of year         $ 34,787   $ 36,897 $ 69,386  $ 13,385
                     ========   ======== ========  ========


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

                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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     $ 16,971  $ 2,521   $ 7,565    $ 2,458  $194,677
                       --------  -------   -------    -------   -------
CONTRIBUTIONS
   Employer                 23         2        10          3        27
   Employee              2,119       226     1,031        400     9,813
                       -------   -------   -------     ------   -------
                         2,142       228     1,041        403     9,840
                       -------   -------   -------     ------   -------
TRANSFERS
 BETWEEN FUNDS           (286)       632     5,264      2,853     (582)
                       -------   -------   -------     ------   -------
TRANSFERS
 BETWEEN PLANS           (134)       (8)      (15)        (2)       116
                       -------   -------   -------     ------   -------
RESULTS OF
 INVESTMENT ACTIVITY
  Dividends              1,851       196       532        249       -
  Interest                  16       -          48         26       -
  Net appreciation
   (depreciation)
   in value of
   investments             662        70       -          109    45,689
                       -------   -------   -------    -------   -------
                         2,529       266       580        384    45,689
                       -------   -------   -------    -------   -------
PAYMENTS TO PLAN
 PARTICIPANTS            (877)     (312)   (1,534)      (486)  (10,814)
                       -------   -------  --------    -------  --------

PARTICIPANT LOANS        (150)      (20)     (217)       (13)   (2,140)
                       -------   -------  --------    -------  --------
ADMINISTRATIVE
 EXPENSES                  (4)       -         (4)          -     (29)
                       -------   -------  --------    -------  --------
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year          $ 20,191   $ 3,307  $ 12,680    $ 5,597  $236,757
                      ========   =======  ========    =======  ========



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

                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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                  -     $194,639  $ 51,796 $ 15,902 $868,393
                   --------  --------   -------   ------  -------

CONTRIBUTIONS
 Employer              -          673       62      -         971
 Employee              -       12,156    3,816      -      61,201
                   --------  --------  -------   ------   -------
                       -       12,829    3,878      -      62,172
                   --------  --------  -------   ------   -------

TRANSFERS
 BETWEEN FUNDS         (55)   (6,439)   10,645   (8,357)     -
                   --------  --------  -------   -------  -------

TRANSFERS
 BETWEEN PLANS          237        39    (122)      -        (299)
                   --------  --------  -------   -------   -------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends            -         -        -         -        40,643
  Interest                 9    12,587       67      1,334   14,141
  Net appreciation
   (depreciation)
   in value of
   investments         -         -      (13,959)      -      59,056
                     --------  -------- --------  --------  -------
                           9    12,587  (13,892)     1,334  113,840
                    --------  -------- --------   --------  -------
PAYMENTS TO PLAN
 PARTICIPANTS          -      (11,257)   (2,635)      (19)  (50,426)
                    --------  -------- --------- ---------  --------

PARTICIPANT LOANS      -       (1,944)     (782)     9,156      -
                   --------   -------- ---------  --------  --------

ADMINISTRATIVE
 EXPENSES              -          (82)      (72)      -         (256)
                    --------   -------- ---------  --------  --------

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year       $    191  $200,372  $ 48,816   $ 18,016  $993,424
                   ========  ========  ========   ========  ========


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



                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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    $ 42,927  $ 23,553  $ 137,108  $  1,893
                      --------   -------   --------   -------

CONTRIBUTIONS
 Employer                   23       11         20      -
 Employee                2,876    1,944      7,495         18
                      --------  -------    -------   --------
                         2,899    1,955      7,515         18
                      --------  -------    -------   --------
TRANSFERS
 BETWEEN FUNDS           3,671    8,711    (9,368)        269
                      --------  -------   --------   --------
TRANSFERS
 BETWEEN PLANS            (12)      (9)         8           3
                      --------  -------  --------    --------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends              1,444    1,667     5,486        130
  Interest                   2       13         8       -
  Net appreciation
   (depreciation)
   in value of
   investments           8,166    5,790    13,926          2
                       ------- --------  --------   --------
                         9,612    7,470    18,790        132
                       ------- --------  --------   --------
PAYMENTS TO PLAN
 PARTICIPANTS          (1,797)  (1,608)   (5,721)      (103)
                       ------- --------  --------   --------

PARTICIPANT LOANS        (531)    (213)   (1,288)        (7)
                       ------- --------  --------   --------
ADMINISTRATIVE
 EXPENSES                  (9)      (9)      (21)      -
                       -------  -------   -------    --------

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year          $ 56,760  $ 39,851  $147,023   $  2,205
                      ========  ========  ========    =======


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



                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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                $ 22,691   $ 34,398  $ 48,194  $  9,425
                     --------    -------  --------  --------
CONTRIBUTIONS
 Employer                  10          8         4         7
 Employee               1,498      2,389     2,114       645
                      -------    -------   -------  --------
                        1,508      2,397     2,118       652
                      -------    -------   -------  --------
TRANSFERS
 BETWEEN FUNDS          3,697    (1,808)       955       433
                      -------    -------   -------  --------
TRANSFERS
 BETWEEN PLANS            (8)       (11)      (19)      (16)
                      -------    -------   -------  --------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends             1,865      2,117     4,912       789
  Interest                  1          1       -        -
  Net appreciation
   (depreciation)
   in value of            673      1,584     4,883       967
   investments       --------    -------   -------  --------
                        2,539      3,702     9,795     1,756
                     --------    -------   -------  --------
PAYMENTS TO PLAN
 PARTICIPANTS           (939)    (1,660)   (2,128)     (465)
                     --------    -------   -------  --------

PARTICIPANT LOANS       (231)      (446)     (447)      (36)
                     --------    -------   -------  --------
ADMINISTRATIVE
 EXPENSES                 (3)        (5)      (11)       (2)
                      --------   -------   -------  --------

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year         $ 29,254   $ 36,567  $ 58,457  $ 11,747
                     ========   ========  ========  ========


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



                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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             $ 12,539  $ 2,314   $  5,489  $  2,290   $148,005
                  --------   ------    -------  --------   --------
CONTRIBUTIONS
 Employer               13        1         6          1         11
 Employee            1,275      151       543         12      5,724
                    ------   ------    ------    -------    -------
                     1,288      152       549         13      5,735
                    ------   ------    ------    -------    -------
TRANSFERS
 BETWEEN FUNDS       1,493     (35)     2,276        193      5,297
                    ------   ------    ------    -------    -------
TRANSFERS
 BETWEEN PLANS         (8)       -          1        (2)       (14)
                    ------   ------    -------   -------    -------
RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends          1,043      165       391        155       -
  Interest            -        -            9        (1)          1
  Net appreciation
   (depreciation)
   in value of
   investments      1,879       68      -             7      43,239
                    ------   ------    ------    -------   --------
                     2,922      233       400        161     43,240
                    ------   ------    ------    -------   --------
PAYMENTS TO PLAN
 PARTICIPANTS      (1,126)    (122)   (1,067)      (195)    (5,810)
                   -------   ------   -------    -------   --------

PARTICIPANT LOANS    (133)     (21)      (81)        (3)    (1,751)
                   -------   ------   -------    -------   --------
ADMINISTRATIVE
 EXPENSES              (3)        -       (2)        -         (24)
                   -------   ------   -------    -------   --------
NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year      $ 16,971   $ 2,521    $ 7,565  $ 2,458   $194,677
                  ========   =======    =======  =======   ========

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



                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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                 $199,006      $  30,276    $ 14,864   $ 735,002
                      --------      ---------    --------   ---------
CONTRIBUTIONS
 Employer                  438             27        -            580
 Employee                9,522          1,872        -         38,078
                      --------      ---------    --------   ---------
                         9,960          1,899        -         38,658
                      --------      ---------    --------   ---------
TRANSFERS
 BETWEEN FUNDS        (15,228)          7,150     (7,706)        -
                      --------     ----------    --------   ---------
TRANSFERS
 BETWEEN PLANS            506          (31)          -           388
                     --------      --------     ---------  ---------

RESULTS OF
 INVESTMENT
 ACTIVITY
  Dividends              -             -           -          20,164
  Interest             12,859            12         1,144     14,049
  Net appreciation
   (depreciation)
   in value of
   investments           -           14,161        -          94,715
                      -------      --------     ---------  ---------
                       12,859        14,173         1,143    128,927
                      -------      --------     ---------  ---------
PAYMENTS TO PLAN
 PARTICIPANTS        (10,560)       (1,062)         -       (34,363)
                     --------      --------     ---------  ---------

PARTICIPANT LOANS     (1,813)         (569)         7,570       -
                     --------      --------     ---------  ---------
ADMINISTRATIVE
 EXPENSES                (92)          (39)        -           (220)
                     --------      --------     ---------  ---------

NET ASSETS
 AVAILABLE FOR
 PLAN BENEFITS,
 end of year         $194,639     $ 51,796      $ 15,902   $868,393
                     ========     ========      ========   ========


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




                    UNITED AIR LINES, INC.
                    ----------------------
 MANAGEMENT AND SALARIED 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. Management and Salaried
        Employees' 401(k) Retirement Savings Plan (the "Plan")
        covers management and salaried employees on the first
        day of the calendar month following the date of hire
        and meteorologist employees of United Air Lines, Inc.
        ("United") who 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 $2,129,843 and $1,311,134 for
        1998 and 1997, respectively, which were transferred
        from other qualified plans as rollovers under Internal
        Revenue Code Sections 402(c) and 408(d).

        Effective December 1, 1995, the Plan was amended to
        provide that salaried employees who are hired on or
        after February 1, 1994, are eligible to receive a company
        contribution equivalent to two percent after
        completing two years of credited service.  Eligible
        employees are one hundred percent vested in the company
        contribution at the time made.

        Contributions on the Statement of Changes in Net Assets
        Available for Plan Benefits for the years ended
        November 30, 1998 and 1997, have been reduced by an
        accrual for the returns of excess annual additions of
        $2,399,052.66 and $12,051,745.07, for the
        respective plan years, as required under Internal
        Revenue Code Section 415(c).

     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 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 $200,758 and $196,365 (in
        thousands), respectively.  The average yield for the
        year 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 market-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' 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 Company 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. 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 amount 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 July
     16, 1996.  The Internal Revenue Service has determined
     that the Plan, as written, is designed in accordance with
     applicable sections of the Internal Revenue Code.
4.
     SUBSEQUENT EVENT
     ----------------
     Effective 1/1/99,   Salaried Administration employees
     hired on or after 2/1/94  no longer receive the 2%
     contribution to the 401(k) plan but will participate in
     the Management and Salaried Defined Benefit Plan.







                                                  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-
38613), and Form S-8 Registration Statement (File No.
333-63185) for the United Air Lines, Inc. Management
and Salaried Employees' 401(k) Retirement Savings
Plan.





                                     Arthur Andersen LLP


Chicago, Illinois
May 27, 1999