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, 1999

                                       OR

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

      For the transition period from ___ to ___

      Commission File No. 1 - 6033

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

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


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

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

                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ________________________________________
                                        
                                        
                                        
       To the Board of Directors
       of United Air Lines, Inc.:
       
       We have audited the accompanying statements of net assets available
       for plan benefits of the United Air Lines, Inc. Flight Attendant
       Employees' 401(k) Retirement Savings Plan as of November 30, 1999
       and 1998, 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's Management. 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's Management, as well
       as evaluating the overall financial statement presentation.  We believe
       that our audits provide a reasonable basis for our opinion.
       
       In our opinion, the financial statements referred to above present
       fairly, in all material respects, the net assets available for plan
       benefits of the United Air Lines, Inc. Flight Attendant Employees'
       401(k) Retirement Savings Plan as of November 30, 1999 and 1998,
       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, 2000





                                        
                                        
                             UNITED AIR LINES, INC.
                             _____________________
           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           __________________________________________________________

               STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
               ____________________________________________________
                                 (In Thousands)
                                        


                                        November 30
                                        ___________

                                       1999       1998
                                       ____       _____

INVESTMENT IN MASTER TRUST                       
                                                
  Magellan Fund                      $ 95,568  $ 60,025 
  
  Equity-Income Fund                   37,343    36,565
      
  Growth Company Fund                 260,987   147,348
     
  Government Securities Fund            2,194     3,896
                                                      
  OTC Portfolio                        71,707    32,321

  Overseas Fund                        65,103    47,608
   
  Balanced Fund                        56,612    50,193
 
  Asset Manager                         8,148     8,616
                                                      
  Asset Manager: Growth                17,302    15,596
 
  Asset Manager: Income                 1,348     1,377
  
  Retirement Money Market              15,926     9,706

  U.S. Bond Index Portfolio             3,824     3,444
                                                      
  U.S. Equity Index Portfolio         191,934   161,391
 
  Stated Return Fund                  131,323   132,029
   
  Blended Income Fund                  55,585    48,637

  UAL Stock Fund                       27,890    26,517
  
  Participant Loan Fund                14,327    10,273

NET ASSETS AVAILABLE FOR PLAN      __________  _______
BENEFITS                           $1,057,121  $795,542               
                                   __________  ________   
                                   __________  ________   
                                        
                                        
         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                                        
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)
                                        
                                

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                      
                                     EQUITY-   GROWTH   GOVERNMENT
                          MAGELLAN   INCOME    COMPANY  SECURITIES
                            FUND      FUND       FUND      FUND
                            ____      ____       ____      ____     
                                                      
NET ASSETS AVAILABLE      
   FOR PLAN BENEFITS,
   beginning of year       $ 60,025  $ 36,565  $147,348  $  3,896
                           ________  ________  ________  ________

CONTRIBUTIONS                 9,195     4,135    13,566       296
                           ________  ________  ________  ________
                                                        
TRANSFERS                                            
   BETWEEN FUNDS             10,329    (5,432)   11,531    (1,900)
                           ________  ________  ________   ________
                                                     
TRANSFERS                                               
   BETWEEN PLANS                  4        (4)     (113)     -
                           ________  ________  ________   _______
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
    Dividends                 6,576     2,190    11,321       153           
    Interest                    -         -         -         -
    Net appreciation
     (depreciation)
  in value of investments    11,178     1,162    81,922      (192)
                           ________  ________  ________   ________

                             17,754     3,352    93,243       (39)
                           ________  ________  ________   ________
                                                        
PARTICIPANT LOANS              (937)     (383)   (2,140)      (28)
                           ________  ________   ________   _______
                                                     
PAYMENTS TO PLAN                                     
   PARTICIPANTS                (786)     (880)   (2,427)      (30)
                           ________  ________   ________   _______
                                                     
                                                        
ADMINISTRATIVE
   EXPENSES                     (16)     (10)      (21)       (1)
                           ________  ________  ________    ________
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 95,568  $ 37,343  $260,987    $  2,194
                           ________  ________  ________    ________
                           ________  ________  ________    ________
                                
                                
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                       
                             OTC     OVERSEAS  BALANCED   ASSET
                          PORTFOLIO    FUND      FUND    MANAGER
                          _________    ____      ____    _______
                                                    
                                                       
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year       $ 32,321  $ 47,608  $ 50,193  $  8,616
                           ________  ________  ________  ________
                                                          
CONTRIBUTIONS                 4,772     4,484     4,254     1,014             
                           ________  ________  ________  ________
TRANSFERS       
 BETWEEN FUNDS               11,513      (214)   (1,485)   (2,291)
                           ________  ________  ________  ________
TRANSFERS                                              
   BETWEEN PLANS                (13)      (18)        7        (3)
                           ________  ________  ________  ________ 
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends               4,479       939     7,635     1,623 
      Interest                  -         -         -        -
      Net appreciation
       (depreciation)
  in value of investments    19,761    13,878    (2,431)     (609)
                           ________  ________  ________   ________

                             24,240    14,817     5,204     1,014
                           ________  ________  ________   ________

PARTICIPANT LOANS              (555)     (612)     (563)      (81)
                           ________  ________  ________    ________

PAYMENTS TO PLAN                                       
   PARTICIPANTS                (566)     (957)     (989)     (119)
                           ________  ________  _________   ________

ADMINISTRATIVE                                            
   EXPENSES                      (5)       (5)       (9)       (2)
                           ________  ________  _________   _______
                                                                  
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 71,707  $ 65,103  $ 56,612    $ 8,148
                           ________  ________  ________    ________
                           ________  ________  ________    ________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                       
                                             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      $ 15,596   $  1,377  $  9,706  $  3,444     $161,391
                           ________  ________  ________  ________     ________ 
                                                          
CONTRIBUTIONS                2,254        198       869       487        7,531
                           ________  ________  ________  ________      ________
TRANSFERS       
 BETWEEN FUNDS              (2,346)      (290)    5,771       (47)      (6,778)
                           ________  ________  ________  ________      ________
TRANSFERS                                              
   BETWEEN PLANS               (16)      -        -             7         (133)
                           ________  ________  ________  ________      ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends              2,318       114        586       255            - 
      Interest                -         -         -         -                1
      Net appreciation
       (depreciation)
  in value of investments     (139)      (38)       (79)     (244)       33,439
                           ________  ________  ________  ________      ________
                           
                             2,179        76        507        11        33,440
                           ________  ________  ________  ________      ________

PARTICIPANT LOANS             (177)       (6)       (98)      (38)      (1,020)
                           ________  ________  ________  ________     _________

PAYMENTS TO PLAN                                       
   PARTICIPANTS               (184)       (7)      (827)      (39)      (2,479)
                           ________  ________  ________  ________      ________

ADMINISTRATIVE                                            
   EXPENSES                     (4)       -          (2)       (1)         (18)
                           ________  ________  ________  ________     _________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 17,302  $  1,348  $ 15,926  $  3,824      $191,934
                           ________  ________  ________  ________      ________
                           ________  ________  ________  ________      ________


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


                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                       
                                                            
                                                            
                          STATED    BLENDED     UAL    PARTICIPANT
                          RETURN    INCOME     STOCK      LOAN       
                           FUND      FUND       FUND      FUND      TOTAL
                           ____      ____       ____      ____      _____
                                                          
                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year       $132,029  $ 48,637  $ 26,517  $ 10,273  $795,542
                           ________  ________  ________  ________  ________

CONTRIBUTIONS                 -         7,246     3,579      -       63,880
                           ________  ________  ________  ________  ________ 

TRANSFERS       
 BETWEEN FUNDS               (8,085)   (1,831)   (3,378)   (5,067)      -
                           ________  ________  ________  ________  ________

TRANSFERS                                              
 BETWEEN PLANS                (42)      390       (26)     -            40
                           ________  ________  ________  ________  ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends                -          -        -         -       38,189
      Interest                9,393     3,102      -        1,075    13,571
      Net appreciation
       (depreciation)
  in value of investments         2       -       2,084      -      159,694
                           ________  ________  ________  ________  ________

                              9,395     3,102     2,084     1,075   211,454
                           ________  ________  ________  ________  ________ 

PARTICIPANT LOANS              (113)     (929)     (376)   8,056       -
                           ________  ________  ________  ________   ________

PAYMENTS TO PLAN                                       
   PARTICIPANTS              (1,847)     (988)     (476)     (10)   (13,611)
                           ________  ________  ________  ________   ________
                            
ADMINISTRATIVE                                            
   EXPENSES                     (14)      (42)      (34)     -         (184)
                           ________  ________  ________  ________   ________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $131,323  $ 55,585  $ 27,890 $ 14,327   $1,057,121
                           ________  ________  ________  ________   _________
                           ________  ________  ________  ________   _________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.

                                
                                
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                      
                                     EQUITY-   GROWTH   GOVERNMENT
                          MAGELLAN   INCOME    COMPANY  SECURITIES
                            FUND      FUND       FUND      FUND
                            ____      ____       ____      ____     
                                        
NET ASSETS AVAILABLE                                           
 FOR PLAN BENEFITS                                             
 Beginning of year         $ 37,784  $ 28,838  $122,535    $    998
                           ________  ________  ________    _________

CONTRIBUTIONS                 7,367     4,655    14,305         225
                           ________  ________  ________    _________

TRANSFERS                                            
 BETWEEN FUNDS                6,264       859    (7,167)      2,539
                           ________  ________  ________    _________
 
TRANSFERS                                               
 BETWEEN PLANS                  266       (66)      470          23
                           ________  ________  ________    _________
                                                        
RESULTS OF INVESTMENT                                             
 ACTIVITY                                             
  Dividends                   2,907     1,728    12,925         109
  Interest                    -         -         -            -
  Net appreciation                                            
   (depreciation)
    in value of investments   7,051     1,629     8,701          53
                           ________  ________  ________    _________

                              9,958     3,357    21,626         162
                           ________  ________  ________    _________
 
PAYMENTS TO PLAN                                     
 PARTICIPANTS                (1,600)   (1,067)   (4,396)        (50)
                           ________  ________  ________    _________

ADMINISTRATIVE                                          
 EXPENSES                       (14)      (11)      (25)         (1)
                           ________  ________  ________    _________
                                                     
                                                      
NET ASSETS AVAILABLE                                              
 FOR PLAN BENEFITS                                             
 end of year               $ 60,025  $ 36,565  $147,348    $  3,896

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


                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                             OTC        OVERSEAS      BALANCED       ASSET
                          PORTFOLIO      FUND           FUND        MANAGER
                          _________      ____           ____        _______
                                                    
NET ASSETS AVAILABLE                                             
 FOR PLAN BENEFITS,                                               
 beginning of year         $ 24,554      $ 44,059     $ 40,910    $  5,254
                           _________     ________     _________   _________

CONTRIBUTIONS                 3,904         5,518        4,703         970
                           _________     ________     _________   _________
                                                          
TRANSFERS                                              
 BETWEEN FUNDS                   71        (4,777)      (1,370)      1,793
                           _________     ________     _________   _________
            
TRANSFERS                                              
 BETWEEN PLANS                   74           118           25         (15)
                           _________     ________     _________   _________
                                                       
RESULTS OF INVESTMENT                                                
 ACTIVITY                                               
  Dividends                   2,893         2,174        6,528         554
  Interest                    -             -            -             -
  Net appreciation                                              
   (depreciation)
   in value of investments    1,957         2,502          905         201
                           _________     ________     _________   _________

                              4,850         4,676        7,433         755
                           _________     ________     _________   _________
                                                          
PAYMENTS TO PLAN                                       
 PARTICIPANTS                (1,128)       (1,978)      (1,498)       (139)
                           _________     ________     _________   _________
  
ADMINISTRATIVE                                            
 EXPENSES                        (4)           (7)         (10)         (2)
                           _________     ________     _________   _________
                                                     
                                                          
NET ASSETS AVAILABLE                                               
 FOR PLAN BENEFITS,                                             
  end of year             $  32,321      $ 47,608     $ 50,193    $  8,616
                           _________     ________     _________   _________
                           _________     ________     _________   _________
                                        
                                        
         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                                        
                                
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                                             RETIREMENT    U.S.        U.S.
                           ASSET     ASSET     MONEY       BOND       EQUITY
                          MANAGER:  MANAGER:   MARKET      INDEX      INDEX   
                           GROWTH    INCOME   PORTFOLIO  PORTFOLIO   PORTFOLIO
                           ______    ______   _________  _________   _________
                                                            
NET ASSETS AVAILABLE                                                  
 FOR PLAN BENEFITS,                                                    
  beginning of year      $ 11,059     $  1,340   $  5,268   $  1,591  $123,790
                         ________     ________   ________   ________  ________

CONTRIBUTIONS               2,367          181        756        374     7,149
                         ________     ________   ________   ________  ________

                                                               
TRANSFERS                                                   
 BETWEEN FUNDS                606         (110)     3,989      1,334     4,161
                         ________     ________   ________   ________  ________
                                                            
TRANSFERS                                                       
 BETWEEN PLANS                 70          (30)      -             2       282
                         ________     ________   ________   ________  ________
                                                               
RESULTS OF INVESTMENT                                                     
 ACTIVITY                                                    
  Dividends                 1,183          127        379        158       -
  Interest                  -             -          -          -          -
  Net appreciation                                                   
   (depreciation)
   in value of investments    745           27       -            52    30,007
                         ________     ________   ________   ________  ________

                            1,928          154        379        210    30,007
                         ________     ________   ________   ________  ________

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

ADMINISTRATIVE                                                 
 EXPENSES                      (4)       -             (2)       -        (20)
                          ________     ________   ________   ________  _______
                                                               
                                                               
NET ASSETS AVAILABLE                                                     
 FOR PLAN BENEFITS,                                                    
 end of year             $ 15,596     $  1,377   $  9,706   $  3,444  $161,391
                         ________     ________   ________   ________  ________
                         ________     ________   ________   ________  ________
                                        

         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           ___________________________________________________________

         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
         ______________________________________________________________

                                 (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                                                            
                                                            
                          STATED    BLENDED     UAL    PARTICIPANT
                          RETURN    INCOME     STOCK      LOAN       
                           FUND      FUND       FUND      FUND      TOTAL
                           ____      ____       ____      ____      _____
                                                          
NET ASSETS AVAILABLE                                                
 FOR PLAN BENEFITS,                                                   
 Beginning of year        $132,868   $ 40,804   $ 29,338      -       $650,990
                          _________  ________   _________  ________   _________

CONTRIBUTIONS                   68      8,174      4,399      -         65,115
                          _________  ________   _________  ________   _________
                                                                        
TRANSFERS                                                           
 BETWEEN FUNDS              (7,914)    (1,352)     2,424    (1,350)      -
                          _________  ________   _________  ________   _________
  
TRANSFERS                                                           
 BETWEEN PLANS                (255)       737        203      -          1,904
                          _________  ________   _________  ________   _________

RESULTS OF INVESTMENT
 ACTIVITY                                                             
  Dividends                    -         -          -         -         31,665
  Interest                  10,015      2,855       -          366      90,200

  Net appreciation                                                           
   (depreciation)
   in value of investments     -         -        (8,531)     -         45,299
                          _________  ________   _________  ________   _________

                            10,015      2,855     (8,531)      366      90,200
                          _________  ________   _________  ________   _________

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

ADMINISTRATIVE                                                          
 EXPENSES                      (19)       (49)       (43)     -           (211)
                          _________  ________   _________  ________   _________
                                                                        
                                                                        
NET ASSETS AVAILABLE                                                    
 FOR PLAN BENEFITS,                                                   
 end of year              $132,029   $ 48,637   $ 26,517  $ 10,273    $795,542
                          _________  ________   _________  ________   _________
                          _________  ________   _________  ________   _________
                                        

         The accompanying notes to financial statements are an integral
                            part of these statements.
                                        
                                        
                                        
                                        
                             UNITED AIR LINES, INC.
                             ______________________

           FLIGHT ATTENDANT EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
           __________________________________________________________

                          NOTES TO FINANCIAL STATEMENTS
                          _____________________________
                                        
                                        
                                        
1.   DESCRIPTION OF THE PLAN
     _______________________

     This description is for general information purposes only.  Participants
     should refer to their summary plan description for detailed benefit 
     information.
    
     a. General and Plan Participants
        _____________________________

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

     b. Contributions and Vesting
        _________________________

        Eligible employees may elect to contribute to the Plan, in multiples
        of 1%, any percentage of their covered earnings, up to 25% of each
        paycheck, subject to a maximum of $10,000 in 1998 and in 1999.  Lower
        limits may apply to certain highly compensated participants if the
        Plan does not pass certain nondiscrimination tests required by law.
        Contributions and earnings are credited to separate accounts
        maintained for each participant.  Participants are immediately vested
        in their salary deferral contributions.  Section 415(c) of the
        Internal Revenue Code limits the total amount of contributions from
        all qualified defined contribution retirement plans to the lesser of
        25% of annual taxable earnings or $30,000.

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

        Contributions include $1,019,479 and $969,298 for 1999 and 1998,
        respectively, which were transferred from other qualified plans as
        rollovers under Internal Revenue Code Sections 402(c) and 408(d).

     c. Trustee and Recordkeeper
        ________________________

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

     d. Master Trust Funds
        __________________

        Fidelity provides each participant with fifteen investment options:
        Fidelity Magellan Fund; Fidelity Equity-Income Fund; Fidelity Growth
        Company Fund; Fidelity Government Securities Fund; Fidelity OTC
        Portfolio; Fidelity Overseas Fund; Fidelity Balanced Fund; Fidelity
        Asset Manager; Fidelity Asset Manager: Growth; Fidelity Asset Manager:
        Income; Fidelity Retirement Money Market Portfolio; Fidelity U.S. Bond
        Index Portfolio; Fidelity U.S. Equity Index Portfolio; Blended Income
        Fund and the UAL Stock Fund.  These funds are managed by Fidelity or
        Fidelity Investments (manager of Fidelity Mutual Funds).  The
        investments represent the Plan's allocable share of the funds.
    
    
        The Stated Return Fund is invested in Connecticut General's general
        portfolio.  The investment  and interest earned on the Stated Return
        Fund are guaranteed against loss by Connecticut General.  Interest is
        credited monthly to the participant's account and is net of
        administrative expenses.  The rate of interest for any period of time
        is determined by Connecticut General and may be changed from time to
        time.  Any such change will be declared in advance and will become
        effective as of the first day of the month immediately following the
        date the notice is given.  However, no further contributions can be
        made to this fund.

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

        Assets in the UAL Stock Fund are invested in UAL Corporation common
        stock and are valued at market prices quoted on the NYSE.  Participants
        may invest in the UAL Stock Fund through direct salary deferrals.
       
        The Blended Income Fund includes investment contracts purchased by
        Fidelity from approved institutions that meet its stringent credit
        standards at the time of purchase.  The fund may also include other
        high quality, income-oriented investments.  The contracts held by the
        Blended Income Fund are fully benefit responsive, and accordingly,
        have been included in the financial statements at contract value.
        There are no reserves against contract value for credit risk of the
        contract issuers or otherwise.  The fair values of the investment
        contracts at November 30, 1999 and 1998 were $54,146 and $48,656 (in
        thousands), respectively.  The average yield for the years ending
        November 30, 1999 and 1998 was approximately 6.2%.  The crediting
        interest rates as of November 30, 1999 and 1998 were approximately 5.9%
        and 5.7%, respectively.  At November 20, 1999 and 1998, 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 investing 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 the following general geographic areas: the Americas
        (other than the United States), the Far East and Pacific Basin, and
        Western Europe.
        
        The Fidelity Balanced Fund maintains a balance of high-yielding
        securities, including foreign and domestic stocks and bonds.  At least
        25% of the assets are invested in fixed-income senior securities.  All
        bonds in the Fund's portfolio are rated BBB or better by Standard &
        Poor's Corporation, or Baa or better by Moody's Investors Service,
        Inc.
        
        The Fidelity Asset Manager invests in stocks, bonds and short-term
        instruments in both domestic and foreign markets to achieve high total
        returns in the long run.  The allocation between these three types of
        investments is generally 40%, 40%, and 20%, respectively, however it
        may vary between the following ranges: stocks - 10% to 60%; bonds -
        20% to 60%; and short-term instruments - 0% to 70%.
        
        The Fidelity Asset Manager Growth: invests in stocks, bonds and short-
        term instruments in both domestic and foreign markets to achieve long
        term maximum total investment return.  The allocation between these
        three types of investments is generally 65%, 30%, and 5%,
        respectively, however it may vary between the following ranges: stocks
        - 0% to 100%; bonds - 0% to 100%; and short-term instruments - 0% to
        100%.
        
        The Fidelity Asset Manager Income: invests in stocks, bonds and short-
        term instruments in both domestic and foreign markets to achieve a
        high level of current income, and capital appreciation.  The
        allocation between these three types of investments is generally 20%,
        30%, and 50%, respectively, however it may vary between the following
        ranges: stocks - 0% to 35%; bonds - 20% to 45%; and short-term
        instruments - 20% to 80%.
        
        The Fidelity Money Market Trust Retirement Money Market Portfolio:
        invests in  high quality, low risk domestic and foreign money market
        instruments, primarily short-term instruments with maturities of three
        months or less.
        
        The Fidelity U.S. Bond Index Portfolio primarily invests in securities
        included in the Lehman Brothers Aggregate Bond Index in order to
        achieve comparable investment results.
        
        Fidelity is authorized to engage in the lending of certain Plan
        assets.  Securities lending is an investment management enhancement
        that utilizes the existing securities of the Funds to earn additional
        income.  It involves the loan of securities to various approved
        brokers.  In return for loaned securities, Fidelity receives
        collateral in the form of cash and U.S. government securities as a
        safeguard against possible default of any borrower on return of the
        loan.  Each loan is collateralized to the extent of 100 percent of the
        market value of securities on loan.  The collateral is marked-to-
        market on a daily basis to maintain the margin requirement.
        
       
     e. Withdrawals
        ____________

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

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

           Withdrawals of balances attributable to the United Air Lines, Inc.
           Flight Attendant Employees' Savings Plan or "the Prior Plan" are
           normally made in the form of a single life annuity, if the
           participant is unmarried, or a 50% contingent annuity with the 
           spouseas the contingent annuitant, if the participant is married. 
           Spousal consent is required if the participant elects to take a 
           distribution in the form of a lump sum payment, periodic 
           distributions, or other forms of annuities.  Withdrawals of balances
           from the 401(k) account may be made in the form of a lump sum, 
           periodic distributions, irregular partial distributions, or through 
           the purchase of an annuity other than a life annuity.  Spousal
           consent is not required for distribution of 401(k) balances.
           Participants who have terminated employment are able to defer the
           distribution of balances attributable to "the Prior Plan" and the
           401(k) account until April 1 of the next calendar year after
           reaching age 70-1/2.
           
           Distributions 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 in lump sum form only:
            - Discretionary withdrawals of post-tax contributions and earnings
            - Hardship withdrawals from 401(k) account, subject to restrictions
              described in the Plan
            - After reaching age 59-1/2, subject to certain requirements
              specified in the Plan, all or a portion of the participant's 
              401(k) account may be withdrawn
            - Upon reaching age 70-1/2, minimum distributions required under
              Internal Revenue Code
              401(a)(9) must be taken no later than April 1 following the
              calendar year that the participant has reached age 70-1/2.  
              Effective January 1, 1997, active participants that have
              reached age 70-1/2 may choose to defer distribution.

           If a participant's account has never exceeded $3,500, total
           distribution of the account will be made in a lump sum payment upon
           termination of employment or death.
           
           Generally, withdrawals are allocated pro-rata to the balances of 
           each of the investment funds in the participant's account.  
           Distributions from UAL Stock Fund, may be made in cash, or in whole
           shares of UAL Corporation common stock, with fractional shares 
           distributed in cash. Certain restrictions on withdrawals may apply
           for participants domiciled in, or residents of, non-U.S. locations.

     f. Plan Termination Provisions
        ___________________________

        Although it has not expressed any intent to do so, the Company has the
        right under the Plan to terminate the Plan subject to the provisions
        of ERISA. If the Plan is terminated, all amounts credited to a
        participant's account at the time of termination shall be retained
        in the Trust and will be distributed in accordance with the
        normal distribution rules of the Plan.


2.   SIGNIFICANT ACCOUNTING POLICIES
     _______________________________

     a. Basis of Accounting
        ___________________

        The financial statements are presented on the accrual basis.


     b. Investments
        ___________

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

        Allocations of the net assets, at market value, of the Master Trust to
        participating plans as of November 30, 1999 and 1998, are as follows:

            (in thousands)                      1999                1998
                                           _______________    _________________

                                            Amount  Percent    Amount   Percent
                                           _______  _______   _______   _______

        Management and Salaried Employees'
          401(k) Retirement Savings Plan  $1,233,979  39.24%  $993,424   39.83%

        Ground Employees'                                     
          401(k) Retirement Savings Plan     853,918  27.15%   704,952   28.27%

        Flight Attendant Employees'
          401(k) Retirement Savings Plan   1,057,121  33.61%   795,542   31.90%

                                          __________ _______ __________ _______

                                          $3,145,018 100.00% $2,493,918 100.00%
                                          __________ _______ __________ _______
                                          __________ _______ __________ _______



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

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

     d. Plan Expenses
        ______________

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

     e. Transfers between Plans
        _______________________

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

     f. Participant Loans
        __________________

        Effective April 1, 1998, participants may borrow up to fifty percent of
        their account balance, not to exceed $50,000.  The minimum that may be
        borrowed is $1,000.  Loans are charged against each investment fund in
        the ratio of the value of the employee's interest in each fund to the
        total value of the employee's interest in all funds and are held in the
        Loan Fund.  The loan is repaid through payroll deductions on an after-
        tax basis for the term of the loan, which is a minimum of six months to
        a maximum of sixty months and is subject to a reasonable rate of
        interest (9.5% as of December 31, 1999).  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 Internal Revenue Service has determined and informed the Company by
     letter dated August 23, 1996, that the Plan and related trust are
     designed in accordance with applicable sections of the Internal Revenue
     Code (IRC).  The Plan has been amended since receiving the determination
     letter.  However, the Plan administrator and the Plan's counsel believe
     that the Plan is designed and is currently being operated in compliance
     with the applicable provisions of the IRC.
     



     

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.
                                         Flight Attendant Employees'
                                       401(k) Retirement Savings Plan





Dated May 30, 2000                         By /s/ Frederic F. Brace
                                             _____________________

                                           Frederic F. Brace
                                           Member, United Air
                                           Lines, Inc. Pension
                                           and Welfare Plans
                                           Administration Committee







     




                                             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, 1999, into UAL's previously filed Form S-8
and Post Effective Amendment No. 1 to Form S-8 Registration
Statement (File No. 33-44553), Form S-8 Registration Statement
(File No. 33-62749), Form S-8 Registration Statement (File No. 333-
52249), and Form S-8 Registration Statement (File No. 333-63179)
for the United Air Lines, Inc. Flight Attendant Employees' 401(k)
Retirement Savings Plan.




                                     Arthur Andersen LLP


Chicago, Illinois
May 30, 2000