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.
                  Ground Employees' 401(k) Retirement Savings Plan
                  ------------------------------------------------
                  (Full title of the Plan)

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


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

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

                                
                                
                                
                                
                                
                                
                                
                                

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ________________________________________
                                
                                
       To the Board of Directors
       of United Air Lines, Inc.:
       
       
       We have audited the accompanying statements of net assets available
       for plan benefits of the United Air Lines, Inc. Ground Employees'
       401(k) Retirement Savings Plan as of November 30, 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. Ground 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.
        ________________________________________________

        GROUND 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                       $ 68,723  $ 47,883
                                                      
  Equity-Income Fund                    21,861    23,853
                                                      
  Growth Company Fund                  177,077   106,203
                                                      
  Government Securities Fund             2,170     2,797
                                                      
  OTC Portfolio                         44,187    21,064
                                                      
  Overseas Fund                         27,488    20,931
                                                      
  Balanced Fund                         44,313    42,067
                                                      
  Asset Manager                          6,787     6,490
                                                      
  Asset Manager: Growth                 10,088     9,758
                                                      
  Asset Manager: Income                  1,846     1,653
                                                      
  Retirement Money Market Portfolio     12,822     6,898
                                                      
  U. S. Bond Index Portfolio             2,933     2,305
                                                      
  U. S. Equity Index Portfolio         169,687   151,366
                                                      
  Stated Return Fund                         2         2
                                                      
  Blended Income Fund                  184,164   173,561
                                                      
  UAL Stock Fund                        57,780    67,311
                                                      
  Participant Loan Fund                 21,990    20,810
                                      --------   -------
NET ASSETS AVAILABLE FOR              $853,918  $704,952
  FOR Plan Benefits                   --------  --------
                                      ________  ________        
                                 
                                 
                                 


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

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)
                                


                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                      
                                     EQUITY-   GROWTH   GOVERNMENT
                          MAGELLAN   INCOME    COMPANY  SECURITIES
                            FUND      FUND       FUND      FUND
                            ____      ____       ____      ____     
                                                      
NET ASSETS AVAILABLE      
   FOR PLAN BENEFITS,      $ 47,883  $ 23,853  $106,203  $  2,797
   beginning of year       _________ ________  ________  ________
                               
CONTRIBUTIONS                 5,245     1,754     6,905       188
                           --------- --------  --------  --------
                                                        
TRANSFERS                                            
   BETWEEN FUNDS              7,534    (3,812)    9,319      (521)
                           --------- ---------  -------- ---------
                                                     
TRANSFERS                                               
   BETWEEN PLANS               (213)      (21)     (386)      (22)
                           --------- ---------  --------  --------
RESULTS OF INVESTMENT
   ACTIVITY                                             
    Dividends                 4,978     1,408      8,062       167
    Interest                     17       -         -           -
    Net appreciation
     (depreciation)
  in value of investments     8,581       652    56,169       (213)
                           --------- ---------  --------  ---------
                             13,576     2,060    64,231        (46)
                           --------- --------  --------   ---------

PAYMENTS TO PLAN                                     
   PARTICIPANTS              (4,226)   (1,697)   (7,730)       (202)
                           --------- --------  --------   ----------
                                                     
PARTICIPANT LOANS            (1,062)     (269)   (1,447)        (24)
                           --------- ---------  --------- ----------
                                                        
ADMINISTRATIVE
   EXPENSES                     (14)       (7)      (18)         -
                           --------- ---------  ---------  ----------
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 68,723  $ 21,861   $177,077     $  2,170
                           --------- --------   --------    ---------
                           --------- --------   --------    ---------
                                
                                
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                                
                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)
                                

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                       
                             OTC     OVERSEAS  BALANCED   ASSET
                          PORTFOLIO    FUND      FUND    MANAGER
                          _________    ____      ____    _______
                                                    
                                                       
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year       $ 21,064  $ 20,931  $ 42,067  $  6,490
                           ________  ________  ________  _________
                                                          
CONTRIBUTIONS                 2,075     1,717     2,393       498
                           ________  ________  ________  _________
TRANSFERS       
 BETWEEN FUNDS                8,013      (337)     (600)     (304)
                           ________  ________  _________  ________
TRANSFERS                                              
   BETWEEN PLANS               (32)       (50)      (62)       (1)
                           ________  ________  _________  ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends               2,834       427     6,162      1,250
      Interest                   16       -         -         -
      Net appreciation
       (depreciation)
  in value of investments    12,411     6,637    (1,863)      (419)
                           ________   ________  ________    ________

                             15,261     7,064     4,299         831
                           ________   ________  ________    ________

PAYMENTS TO PLAN                                       
   PARTICIPANTS              (1,745)   (1,523)   (3,395)       (648)
                            ________  ________  ________     ________

PARTICIPANT LOANS              (445)     (311)     (381)        (78)
                            ________  ________  ________     ________

                                                          
ADMINISTRATIVE                                            
   EXPENSES                      (4)       (3)       (8)         (1)
                            ________  ________  ________      ________

                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 44,187  $ 27,488   $ 44,313    $  6,787
                            ________  ________   ________    ________
                            ________  ________   ________    ________


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

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)
                                

                                   Year ended November 30
                          __________________________________________________

                                            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       $  9,758  $  1,653  $  6,898  $  2,305    $ 151,366
                           ________  ________  ________  ________    _________
                                                          
CONTRIBUTIONS                 1,069       166       704       218        6,050
                           ________  ________  ________  ________    _________
TRANSFERS       
 BETWEEN FUNDS               (1,067)       70     5,982       611      (5,315)
                           ________  ________  ________  ________     ________
TRANSFERS                                              
   BETWEEN PLANS                  9         3       (35)       (7)       (184)
                           ________  ________  ________  ________     ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends               1,415       156       495       185         -
      Interest                   -         -         -         84         -
      Net appreciation
       (depreciation)
  in value of investments      (109)      (54)       -       (192)      30,310
                           ________  ________  ________  ________       ______
                           
                              1,306       102       495        77       30,310
                           ________  ________  ________  ________       ______

PAYMENTS TO PLAN                                       
   PARTICIPANTS                (874)     (122)    (973)     (259)      (10,796)
                           ________  ________  ________  ________      ________

PARTICIPANT LOANS              (111)     (26)     (247)      (12)       (1,723)
                           ________  ________  ________  ________      ________
                                                          
ADMINISTRATIVE                                            
   EXPENSES                     (2)     -           (2)     -              (21)
                           ________  ________  ________  ________     _________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                                            
                           ________  ________  ________  ________      ________

                           $ 10,088  $  1,846  $ 12,822  $  2,933      $169,687
                           ________  ________  ________  ________      ________
                           ________  ________  ________  ________      ________

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


                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)
                                

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                       
                                                            
                                                            
                          STATED    BLENDED     UAL    PARTICIPANT
                          RETURN    INCOME     STOCK      LOAN       
                           FUND      FUND       FUND      FUND      TOTAL
                           ____      ____       ____      ____      _____
                                                          
                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year       $    2    $173,561   $ 67,311 $ 20,810  $704,952
                                                          
CONTRIBUTIONS                 -        13,280      5,819     -       48,081
                           ________  ________  _________  ________  ________
TRANSFERS       
 BETWEEN FUNDS                -         6,771    (16,588)  (9,756)     -
                           ________  ________  _________  ________  ________
TRANSFERS                                              
   BETWEEN PLANS              -           547       (192)    -         (646)
                           ________  ________  _________  ________  ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends               -          -           -        -       27,539
      Interest                -        10,763        -       1,623    12,503
      Net appreciation
       (depreciation)
  in value of investments     -           -        6,792      -      118,702
                           ________  ________  _________  ________   ________

                              -        10,763      6,792    1,623    158,744
                           ________  ________  _________  ________   ________

PAYMENTS TO PLAN                                       
   PARTICIPANTS               -       (18,538)    (4,202)     (63)   (56,993)
                           ________  ________  _________  ________   ________

PARTICIPANT LOANS             -        (2,160)    (1,080)   9,376       -
                           ________  ________  _________  ________   ________
                                                          
ADMINISTRATIVE                                            
   EXPENSES                   -           (60)       (80)     -         (220)
                           ________  ________  _________  ________   ________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year                                            
                           ________  ________  _________  ________   ________

                           $    2    $184,164   $ 57,780  $ 21,990   $853,918
                           ________  ________  _________  ________   ________
                           ________  ________  _________  ________   ________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.

                                
                                
                                
                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                      
                                     EQUITY-   GROWTH   GOVERNMENT
                          MAGELLAN   INCOME    COMPANY  SECURITIES
                            FUND      FUND       FUND      FUND
                            ____      ____       ____      ____     
                                                      
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year       $37,400   $24,586   $106,170  $ 1,100
                           ________  ________  ________  ________
                                                          
CONTRIBUTIONS                2,567     1,210      4,868       183
                           ________  ________  ________  ________
TRANSFERS       
 BETWEEN FUNDS               3,793    (1,818)  (11,329)     1,670
                           ________  ________  ________  ________
TRANSFERS                                              
   BETWEEN PLANS              (137)     (120)    (515)        (2)           
                           ________  ________  ________  ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends               2,874    1,446    10,927       104
      Interest                  -        -          43        -
      Net appreciation
       (depreciation)
  in value of investments     5,808    1,289     6,121        61
                           ________  ________  ________   _______
                              8,682    2,735     17,091      165
                           ________  ________  ________  ________

PAYMENTS TO PLAN                                       
   PARTICIPANTS             (3,687)   (2,555)   (8,686)     (294)
                           ________  ________  ________  ________

PARTICIPANT LOANS             (724)     (178)   (1,377)      (25)
                           ________  ________  ________  ________
                                                          
ADMINISTRATIVE                                            
   EXPENSES                   (11)        (7)      (19)      -  
                           ________  ________  ________  ________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $47,883   $23,853   $106,203  $   2,797 
                           ________  ________  ________   ________
                           ________  ________  ________   ________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.

                                
                                
                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________


                             OTC     OVERSEAS  BALANCED   ASSET
                          PORTFOLIO    FUND      FUND    MANAGER
                          _________    ____      ____    _______
                                                    
                                                    
                                                       
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   Beginning of year      $20,180    $23,468    $39,020   $6,454
                          ________  ________   ________  ________
                         
CONTRIBUTIONS               1,345      1,451      1,572      301
                          ________  ________   ________  ________      
                                                                
TRANSFERS                                              
   BETWEEN FUNDS           (1,820)    (4,033)     (874)    (398)
                          ________  ________  ________  ________
                                                       
TRANSFERS                                                    
   BETWEEN PLANS              (76)       (92)     (148)       33
                          ________  ________  ________    _______
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
      Dividends             2,066      1,209      5,967      606
      Interest                -           -         -         -
      Net appreciation
       (depreciation)
in value of investments     1,369      1,354        733      222
                          ________  ________   ________    _______

                            3,435      2,563      6,700      828
                          ________  ________   ________    _______
                                                       
PAYMENTS TO PLAN                                          
   PARTICIPANTS            (1,747)    (2,085)   (3,811)      (649)
                          ________  ________   ________    ________

PARTICIPANT LOANS           (250)      (337)     (384)        (78)
                          ________  ________  ________     ________
                                                          
ADMINISTRATIVE                                             
   EXPENSES                   (3)        (4)        (8)        (1)
                          ________  ________  ________     ________
                                                          
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,     $21,064    $20,931    $42,067     $ 6,490
   end of year      
                         ________  ________   ________     ________
                         ________  ________   ________     ________
                                
                                
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                                
                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________

                                                       
                                             RETIREMENT    U.S.        U.S.
                           ASSET     ASSET     MONEY       BOND       EQUITY
                          MANAGER:  MANAGER:   MARKET      INDEX      INDEX
                           GROWTH    INCOME   PORTFOLIO  PORTFOLIO   PORTFOLIO
                           ______    ______   _________  _________   _________
                                                        
                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   Beginning of year       $ 8,846   $ 1,639   $ 4,768    $ 1,033     $134,042
                           ________  ________  ________  ________    _________

CONTRIBUTIONS                  785        79       336         45        4,242
                           ________  ________  ________  ________    _________
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS             (186)       170     2,376     1,169       (3,067)
                           ________  ________  ________  ________    _________
                                                            
TRANSFERS                                                      
   BETWEEN PLANS              (33)       (4)       (3)       (1)         (694)
                           ________  ________  ________  ________    _________
                                                               
RESULTS OF                                                     
INVESTMENT
   ACTIVITY                                                    
      Dividends               946        117       330        98          -
      Interest                 -          -         -          -            10
      Net appreciation                                           
        (depreciation)
in value of investments       329         31      (42)        37         30,275
                           ________  ________  ________  ________    __________

                            1,275        148       288       135         30,285
                           ________  ________  ________  ________    __________
                                                               
PAYMENTS TO PLAN                                            
   PARTICIPANTS             (814)       (364)    (735)      (64)       (11,770)
                           ________  ________  ________  ________    __________

PARTICIPANT LOANS           (113)        (15)    (130)      (12)        (1,649)
                           ________  ________  ________  ________    __________
ADMINISTRATIVE                                                 
   EXPENSES                   (2)         -        (2)       -             (23)
                           ________  ________  ________  ________    __________
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year            $ 9,758   $ 1,653    $ 6,898    $ 2,305      $151,366
                           ________  ________  ________  ________     _________
                           ________  ________  ________  ________     _________

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



                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
 ______________________________________________________________

                         (In Thousands)
                                

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                                                            
                                                            
                          STATED    BLENDED     UAL    PARTICIPANT
                          RETURN    INCOME     STOCK      LOAN       
                           FUND      FUND       FUND      FUND      TOTAL
                           ____      ____       ____      ____      _____
                                                          
                                                                 
NET ASSETS AVAILABLE                                                  
   FOR PLAN BENEFITS,
   beginning of year        -        $177,841  $62,544   $21,199     $670,290
                           ________  ________  ________  ________    ________

CONTRIBUTIONS               -           8,951    1,606       -         29,541
                           ________  ________  ________  ________    ________
TRANSFERS                                                             
   BETWEEN FUNDS            -         (2,991)   27,715   (10,377)       -
                           ________  ________  ________  ________    ________
                                                                      
TRANSFERS                                                             
   BETWEEN PLANS             2            367    (183)       -        (1,606)
                           ________  ________  ________  ________    ________

RESULTS OF INVESTMENT
   ACTIVITY                                                              
      Dividends             -           -         -          -         26,690
      Interest              -          11,490        1     1,679       13,223
      Net appreciation
       (depreciation)
in value of investments     -           -      (17,507)       -        30,080
                           ________  ________  ________  ________    ________
                            -          11,490  (17,506)    1,679       69,993
                           ________  ________  ________  ________    ________
                                                                         
PAYMENTS TO PLAN                                                      
   PARTICIPANTS             -        (20,107)   (5,647)     (19)     (63,034)
                           ________  ________  ________  ________    ________
                                                                      
PARTICIPANT LOANS           -         (1,927)   (1,129)    8,328         -
                           ________  ________  ________  ________    ________
                                                                         
ADMINISTRATIVE                                                           
   EXPENSES                 -            (63)      (89)       -         (232)
                           ________  ________  ________  ________    ________
                                                                         
                                                                         
NET ASSETS AVAILABLE                                                     
   FOR PLAN BENEFITS,
   end of year              $    2  $173,561   $67,311    $20,810    $704,952
                           ________  ________  ________  ________    ________
                           ________  ________  ________  ________    ________


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

                                
                     UNITED AIR LINES, INC.
                     ______________________

        GROUND EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        ________________________________________________

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

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

        The United Air Lines, Inc. Ground Employees'401(k) Retirement Savings
        Plan (the "Plan") covers all employees of United Air Lines, Inc.
        ("United") who are represented by the International Association of
        Machinists and Aerospace Workers ("IAM"), (with the exception  of the
        public contact employees who participate in the Management and Salaried
        Employees 401(k) Retirement Savings Plan). 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 pretax earnings, up to 15%,
        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.  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 $2,039,582 and $1,347,836 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 as quoted on the New York Stock
        Exchange ("NYSE").
        
        Assets in the UAL Stock Fund are invested in UAL Corporation common
        stock and are valued at market prices as quoted on the NYSE.
        Participants may invest in the UAL Stock Fund through direct salary
        deferrals.
       
        The Blended Income Fund includes investment contracts purchased by
        Fidelity from approved institutions that meet its stringent credit
        standards at the time of purchase.  The fund may also include other
        high quality, income-oriented investments.  The contracts held by the
        Blended Income Fund are fully benefit responsive, and accordingly,
        have been included in the financial statements at contract value. There
        are no reserves against contract value for credit risk of the contract
        issuers or otherwise.  The fair value of the investment contracts at
        November 30, 1999 and 1998 were $179,396 and $179,856 (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 30, 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 investment in securities
        of smaller, lesser-known companies.
       
        The Fidelity Overseas Fund normally invests at least 65% of its total
        assets in common stock, securities convertible to common stock and debt
        instruments of foreign businesses and governments. Fidelity Investments
        expects to invest most of the assets in developed countries in these
        general geographic areas; the Americas (other than the United States),
        the Far East and Pacific Basin, and Western Europe.
        
        The Fidelity Balanced Fund maintains a balance of high-yielding
        securities, including foreign and domestic stocks and bonds.  At least
        25% of the assets are invested in fixed-income senior securities.
        All bonds in the Fund's portfolio are rated BBB or better by Standard
        & Poor's Corporation, or Baa or better by Moody's Investors Service,
        Inc.
        
        The Fidelity Asset Manager invests in stocks, bonds and short-term
        instruments in both domestic and foreign markets to achieve high total
        returns in the long run. The allocation between these three types of
        investments is generally 40%, 40%, and 20%, respectively, however it
        may vary between the following ranges: stocks - 10% to 60%; bonds - 20%
        to 60%; and short-term instruments - 0% to 70%.
        
        The Fidelity Asset Manager: Growth: invests in stocks, bonds and
        short-term instruments in both domestic and foreign markets to
        achieve long term maximum total investment return. The allocation
        between these three types of investments is generally 65%, 30%, and 5%,
        respectively, however it may vary between the following ranges: stocks
        - 0% to 100%; bonds - 0% to 100%; and short-term instruments - 0% to
        100%.

        The Fidelity Asset Manager: Income: invests in stocks, bonds and
        short-term instruments in both domestic and foreign markets to
        achieve a high level of current income, and capital appreciation.
        The allocation between these three types of investments is generally
        20%, 30%, and 50%, respectively, however it may vary between the
        following ranges: stocks - 0% to 35%; bonds- 20% to 45%; and short-term
        instruments - 20% to 80%.
        
        The Fidelity Money Market Trust: Retirement Money Market Portfolio:
        invests in high quality, low risk domestic and foreign money market
        instruments, primarily short-term instruments with maturities of
        three months or less.
        
        The Fidelity U.S. Bond Index Portfolio primarily invests in securities
        included in the Lehman Brothers Aggregate Bond Index in order to
        achieve comparable investment results.
        
        Fidelity is authorized to engage in the lending of certain Plan
        assets.  Securities lending is an investment management enhancement
        that utilizes the existing securities of the Funds to earn additional
        income. It involves the loan of securities to various approved brokers.
        In return for loaned securities, Fidelity receives collateral in the
        form of cash and U.S. government securities as a safeguard against
        possible default of any borrower on return of the loan.  Each loan
        is collateralized to the extent of 100 percent of the market value of
        securities on loan.  The collateral is marked-to-market on a daily
        basis to maintain the margin requirement.
        
     e. Withdrawals
        ___________

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

           Participants who have separated from service (for reasons other than
           death) may elect payment in the form of a lump sum, periodic
           distributions, irregular partial distributions, or through the
           purchase of an annuity.  Distributions may also be directly rolled
           over into an IRA or qualified plan.  Participants who have
           terminated employment are able to defer the distribution of the
           account until April 1 of the next calendar year after reaching age
           70-1/2.
           
           Distributions of accounts due to the death of a participant may be
           taken by the participant's beneficiary in the form of a lump sum
           payment or through the purchase of an annuity, subject to the
           limitations of Internal Revenue Code 401(a)(9).  The participant's
           surviving spouse, if any, is automatically the beneficiary of the
           account, unless the spouse waives this right.
           
           In-service withdrawals for participants who are actively employed
           or are absent due to reasons of illness, or approved leave of
           absence who maintain an employer-employee relationship with United
           Air Lines, Inc. are permitted as follows:
            - Hardship withdrawals from 401(k) account, subject to restrictions
              described in the Plan
            - After reaching age 59-1/2, subject to certain requirements
              specified in the Plan, all or a portion of the participant's
              401(k) account may be withdrawn
            - Upon reaching age 70-1/2, minimum distributions required under
              Internal Revenue Code 401(a)(9) must be taken no later than April
              1 following the calendar year that the participant has reached 
              age 70-1/2.  Effective January 1, 1997, active participants that 
              have reached age 70-1/2 may choose to defer distribution.
           
           If a participant's account has never exceeded $3,500, total
           distribution of the account will be made in a lump sum payment
           upon termination of employment or death.
           
           Generally, withdrawals are allocated pro-rata to the balances of
           each of the investment funds in the participant's account.
           Distributions from UAL Stock Fund, may be made in cash, or in whole
           shares of UAL Corporation common stock, with fractional shares
           distributed in cash.
           
     f. Plan Termination Provisions
        ___________________________

        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 and
        Salaried Employees's 401(k) Retirement Savings Plan, Ground
        Employees' 401(k) Retirement Savings Plan, and the Flight
        Attendant Employees' 401(k) Retirement Savings Plan.

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

     f. Participant Loans
        _________________
    
        Participants may borrow up to fifty percent of their account balance,
        not to exceed $50,000.  The minimum that may be borrowed is $1,000.
        Loans are charged against each investment fund in the ratio of the
        value of the employee's interest in each fund to the total value of the
        employee's interest in all funds and are held in the Loan Fund.
        The loan is repaid through payroll deductions on an after-tax basis
        for the term of the loan, which is a minimum of six months to a
        maximum of sixty months and is subject to a reasonable rate of interest
        (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 June 18, 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.
                                               Ground 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. 33-44552), Form S-8 Registration Statement
(File No. 33-57331), Form S-8 Registration Statement (File No. 333-03041), and
Form S-8 Registration Statement (File No. 333-63181) for the United Air Lines,
Inc. Ground Employees' 401(k) Retirement Savings Plan.



                                     Arthur Andersen LLP


Chicago, Illinois
May 30, 2000