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.
                  Management and Salaried Employees' 401(k) Retirement Savings
                  ____________________________________________________________

                  Plan
                  ____

                  (Full title of the Plan)

                  United Air Lines, Inc.
                  ______________________

                  (Employer sponsoring the Plan)


               B.  UAL Corporation
                   _______________

                   (Issuer of the shares held pursuant to the Plan)

                   1200 Algonquin Road, Elk Grove Township, Illinois
                   Mailing Address: P.O. Box 66100, Chicago, Illinois  60666
                   _________________________________________________________

                   (Address of principal executive offices)


                               
                               
                               
                               
                               
                               

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

 MANAGEMENT AND SALARIED 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                       $118,669   $80,978
                                                      
  Equity-Income Fund                    40,633    43,815
                                                      
  Growth Company Fund                  272,051   161,627
                                                      
  Government Securities Fund             4,905     6,622
                                                      
  OTC Portfolio                         71,085    34,787
                                                      
  Overseas Fund                         48,481    36,897
                                                      
  Balanced Fund                         73,801    69,386
                                                      
  Asset Manager                         14,251    13,385
                                                      
  Asset Manager: Growth                 22,350    20,191
                                                      
  Asset Manager: Income                  2,999     3,307
                                                      
  Retirement Money Market Portfolio     17,123    12,680
                                                      
  U. S. Bond Index Portfolio             5,373     5,597
                                                      
  U. S. Equity Index Portfolio         271,009   236,757
                                                      
  Stated Return Fund                       193       191
                                                      
  Blended Income Fund                  209,245   200,372
                                                      
  UAL Stock Fund                        40,445    48,816
                                                      
  Participant Loan Fund                 21,366    18,016
                                      _________ _________
                                                      
NET ASSETS AVAILABLE
 FOR PLAN BENEFITS                  $1,233,979  $993,424
                                      _________ _________
                                      _________ _________
                               
                               
                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                               
                    UNITED AIR LINES, INC.
                    ______________________

 MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
 _________________________________________________________________

  STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
  ______________________________________________________________
                        (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                      
                                     EQUITY-   GROWTH   GOVERNMENT
                          MAGELLAN   INCOME    COMPANY  SECURITIES
                            FUND      FUND       FUND      FUND
                            ____      ____       ____      ____     
                                                      
NET ASSETS AVAILABLE      
   FOR PLAN BENEFITS,
   beginning of year       $ 80,978  $ 43,815  $161,627    $ 6,622
                           ________  ________  ________    _______

                                                                  
CONTRIBUTIONS
  EMPLOYER                       54        20        30           2
  EMPLOYEE                    8,093     3,256    10,827         460
                           ________  ________  ________     _______
                              8,147     3,276    10,857         462 
TRANSFERS                                                       
   BETWEEN FUNDS             13,610    (7,705)   12,642      (1,484)
                           ________  ________  ________     ________
                                                     
TRANSFERS                                               
   BETWEEN PLANS                 48        10        60          (2)
                           ________  ________  ________     ________
                                                        
RESULTS OF INVESTMENT
   ACTIVITY                                             
    Dividends                 8,269     2,563    12,348          352
    Interest                      1       -           9          -
    Net appreciation
     (depreciation)
  in value of investments    14,551     1,470    86,713         (446)
                           ________  ________  ________       _______

                             22,821     4,033    99,070          (94)
                           ________  ________  ________       _______
                                                        
                                                        
PAYMENTS TO PLAN                                     
   PARTICIPANTS              (5,572)   (2,449)  (10,542)        (569)
                           ________  ________  ________       _______
                                                     
PARTICIPANT LOANS            (1,343)     (336)   (1,642)         (29)
                           ________  ________  ________       _______
                                                        
ADMINISTRATIVE
   EXPENSES                     (20)      (11)      (21)          (1)
                           ________  ________  ________       _______
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $118,669  $ 40,633  $272,051      $  4,905
                           ________  ________  ________       _______
                           ________  ________  ________       _______
                                
                                
                                
 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      $ 34,787   $ 36,897  $ 69,386  $13,385
                           ________  ________  ________  ________
                                                          
CONTRIBUTIONS
  EMPLOYER                      15          8         7        9
  EMPLOYEE                   3,572      2,772     3,333      907
                           ________  ________  ________  ________
                             3,587      2,780     3,340      916
                           --------  --------  --------  --------
TRANSFERS       
 BETWEEN FUNDS              11,089        (25)     (779)    (875)
                           ________  ________  ________  ________
TRANSFERS                                              
   BETWEEN PLANS               (13)         1         2        4  
                           ________  ________  ________  ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends              4,505        729    10,125    2,548
      Interest                -            -       -          -
      Net appreciation
       (depreciation)
  in value of investments   20,101     10,476    (3,057)    (840)
                           ________  ________  ________  ________

                            24,606     11,205     7,068    1,708
                           --------  --------  --------  --------

PAYMENTS TO PLAN                                       
   PARTICIPANTS             (2,494)    (2,028)   (4,770)    (790)
                           ________  ________  ________  ________

PARTICIPANT LOANS             (472)      (346)     (435)     (95)
                           ________  ________  ________  ________
                                                          
ADMINISTRATIVE                                            
   EXPENSES                     (5)        (3)      (11)      (2)
                           ________  ________  ________  ________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 71,085  $ 48,481  $ 73,801  $ 14,251
                           ________  ________  ________  ________
                           ________  ________  ________  ________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.
                                
                                
                                
                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
          ______________________________________________________________

                         (In Thousands)
                                

                                   Year ended November 30
                          _________________________________________

                                            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       $ 20,191  $  3,307  $ 12,680  $  5,597    $236,757
                                                          
CONTRIBUTIONS
  EMPLOYER                       16         2        10         3          28
  EMPLOYEE                    2,043       274       943       396       9,663
                           ________  ________  ________  ________     ________
                              2,059       276       953       399       9,691
                           --------  --------  --------  --------     --------
TRANSFERS       
 BETWEEN FUNDS               (1,652)     (487)    6,204      (248)     (8,023)
                           ________  ________  ________  ________     ________
TRANSFERS                                              
   BETWEEN PLANS                 (2)       (4)        8         1         (19)
                           ________  ________  ________  ________     ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends               2,949       289       739       385        -
      Interest                 -          -         -         -          -
      Net appreciation
       (depreciation)
  in value of investments      (214)      (92)      -        (392)      48,314
                           ________  ________  ________  ________      _______
                              2,735       197       739        (7)      48,314
                           ________  ________  ________  ________      _______

PAYMENTS TO PLAN                                       
   PARTICIPANTS                (773)     (273)   (3,272)     (319)     (13,238)
                           ________  ________  ________  ________      _______

PARTICIPANT LOANS              (204)      (17)     (185)      (49)     (2,443)
                           ________  ________  ________  ________      _______ 
                                                          
ADMINISTRATIVE                                            
   EXPENSES                      (4)       -         (4)       (1)        (30)
                           ________  ________  ________  ________     ________
                                                                      
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $ 22,350   $ 2,999  $ 17,123  $  5,373      $271,009
                           ________  ________  ________  ________      ________
                           ________  ________  ________  ________      ________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.


                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
          ______________________________________________________________

                         (In Thousands)


                                   Year ended November 30
                          _________________________________________

                                            1999
                          _________________________________________
                                                       
                                                            
                                                            
                          STATED    BLENDED     UAL    PARTICIPANT
                          RETURN    INCOME     STOCK      LOAN
                           FUND      FUND       FUND      FUND      TOTAL
                           ____      ____       ____      ____      _____
                                                          
                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   beginning of year      $    191   $200,372  $ 48,816   $ 18,016  $993,424
                                                          
CONTRIBUTIONS
   EMPLOYER                    -          517        44       -          765
   EMPLOYEE                    -       12,684     3,217       -       62,440
                           ________  ________  ________  ________   ________
                               -       13,201     3,261       -       63,205
TRANSFERS       
 BETWEEN FUNDS                 (13)      (658)  (12,986)    (8,610)      -
                           ________  ________  ________  ________   ________
TRANSFERS                                              
   BETWEEN PLANS                 1        422        91       -          608
                           ________  ________  ________  ________   ________
RESULTS OF INVESTMENT  
   ACTIVITY                                               
      Dividends                -          -         -        -        45,801
      Interest                  14     12,208       -        1,484    13,716
      Net appreciation
       (depreciation)
  in value of investments      -          -       4,397      -       180,981
                           ________  ________  ________  ________   ________
                                14     12,208     4,397      1,484   240,498
                           ________  ________  ________  ________   ________

PAYMENTS TO PLAN                                       
   PARTICIPANTS               -       (13,974)   (2,352)       (93)  (63,508)
                           ________  ________  ________  ________   ________

PARTICIPANT LOANS             -        (2,246)     (727)    10,569      -
                           ________  ________  ________  ________   ________
                                                          
ADMINISTRATIVE                                            
   EXPENSES                   -           (80)      (55)     -          (248)
                           ________  ________  ________  ________   ________
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year             $    193  $209,245  $ 40,445  $ 21,366 $1,233,979
                           ________  ________  ________  ________  ________
                           ________  ________  ________  ________  ________
                                
 The accompanying notes to financial statements are an integral
                    part of these statements.

                                
                                
                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
          ______________________________________________________________

                             (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                      
                                     EQUITY-   GROWTH   GOVERNMENT
                          MAGELLAN   INCOME    COMPANY  SECURITIES
                            FUND      FUND       FUND      FUND
                            ____      ____       ____      ____ 
                                                      
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   Beginning of year       $56,760   $39,851  $147,023   $ 2,205
                           ________  ________  ________  _______
CONTRIBUTIONS                                        
   Employer                     57        24        39         2
   Employee                  6,245     3,533    10,577       288
                           ________  ________  ________  _______

                             6,302     3,557    10,616       290
                           ________  ________  ________  _______
                                                        
TRANSFERS                                            
   BETWEEN FUNDS             8,452    (1,313)  (10,743)   4,129
                           ________  ________  ________  ______
                                                     
TRANSFERS                                               
   BETWEEN PLANS              (247)      135      (154)     (22)
                           ________  ________  ________  _______
                                                        
RESULTS OF INVESTMENT
   ACTIVITY
    Dividends                 4,346    2,402    15,383       238
    Interest                     -        54       -          -
    Net appreciation                                         
        (depreciation)
     in value of investments  9,473    2,108     9,182       116
                           ________  ________  ________  _______
                             13,819    4,564    24,565       354
                                                        
PAYMENTS TO PLAN                                     
   PARTICIPANTS              (3,264)  (2,651)   (8,207)     (318)
                           ________  ________  ________  _______
                                                     
PARTICIPANT LOANS              (830)    (317)   (1,454)      (16)
                           ________  ________  ________  _______

ADMINISTRATIVE
   EXPENSES                     (14)     (11)      (19)       -
                           ________  ________  ________  _______
                                                        
                                                        
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year              $80,978   $43,815 $161,627  $ 6,622
                           ________  ________  ________  _______
                               
The accompanying notes to financial statements are an integral
                   part of these statements.
                               
                                
                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
          ______________________________________________________________

                             (In Thousands)

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                             OTC     OVERSEAS  BALANCED   ASSET
                          PORTFOLIO    FUND      FUND    MANAGER
                          _________    ____      ____    _______
                                                    
                                                       
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   Beginning of           $ 29,254  $ 36,567  $ 58,457  $ 11,747
                           ________  ________  ________  _______
                                                          
CONTRIBUTIONS                                             
   Employer                     19        12         8        10
   Employee                  3,342     3,193     3,654       808
                           ________  ________  ________  _______

                             3,361     3,205     3,662       818
                           ________  ________  ________  _______
                                                          
TRANSFERS                                              
   BETWEEN FUNDS            (1,054)   (4,389)    1,217        26
                           ________  ________  ________  _______
                                                       
TRANSFERS                                              
   BETWEEN PLANS               (31)      (76)       41       (56)
                           ________  ________  ________  _______
                                                       
RESULTS OF INVESTMENT
   ACTIVITY                                               
    Dividends                3,187     1,838     9,319     1,102
    Interest                   -         -         -         -
    Net appreciation                                                          
       (depreciation)
 in value of investments     2,149     1,930     1,076       451
                           ________  ________  ________  _______

                             5,336     3,768    10,395     1,553
                           ________  ________  ________  _______
                                                          
PAYMENTS TO PLAN                                       
   PARTICIPANTS             (1,754)   (1,816)   (3,892)    (590)
                           ________  ________  ________  _______
                                                       
PARTICIPANT LOANS             (321)     (358)     (483)    (111)
                           ________  ________  ________  _______
                                                          
ADMINISTRATIVE                                            
   EXPENSES                     (4)       (4)      (11)     (2)
                           ________  ________  ________  _______
                                                          
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year            $ 34,787  $ 36,897  $ 69,386  $ 13,385
                           ________  ________  ________  _______
                           ________  ________  ________  _______
                               
The accompanying notes to financial statements are an integral
                   part of these statements.

                                
                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
          ______________________________________________________________

                         (In Thousands)
                                

                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                                             RETIREMENT    U.S.        U.S.
                           ASSET     ASSET     MONEY       BOND       EQUITY
                          MANAGER:  MANAGER:   MARKET      INDEX      INDEX
                           GROWTH    INCOME   PORTFOLIO  PORTFOLIO   PORTFOLIO
                           ______    ______   _________  _________   _________

                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   Beginning of year      $ 16,971  $  2,521  $  7,565  $  2,458     $194,677
                           ________  ________  ________  ________    ________

CONTRIBUTIONS
   Employer                     23         2        10         3           27
   Employee                  2,119       226     1,031       400        9,813
                           ________  ________  ________  ________    ________

                             2,142       228     1,041       403        9,840
                           ________  ________  ________  ________    ________
                                                               
TRANSFERS                                                   
   BETWEEN FUNDS              (286)      632     5,264     2,853        (582)
                           ________  ________  ________  ________     _______
                                                                 
TRANSFERS                                                      
   BETWEEN PLANS              (134)       (8)      (15)       (2)         116
                           ________  ________  ________  ________     _______
                                                               
RESULTS OF INVESTMENT
   ACTIVITY                                                    
    Dividends                1,851       196       532       249           -
    Interest                    16        -         48        26           -
    Net appreciation
      (depreciation)
in value of investments        662        70        -        109       45,689
                           ________  ________  ________  ________     _______

                             2,529       266       580       384       45,689
PAYMENTS TO PLAN                                            
   PARTICIPANTS               (877)     (312)   (1,534)     (486)     (10,814)
                           ________  ________  ________  ________     ________
                                                            
PARTICIPANT LOANS             (150)      (20)     (217)      (13)      (2,140)
                           ________  ________  ________  ________     ________

ADMINISTRATIVE
   EXPENSES                     (4)       -         (4)        -          (29)
                           ________  ________  ________  ________     ________
                                                               
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year            $ 20,191  $  3,307  $ 12,680  $  5,597      $236,757
                           ________  ________  ________  ________      _______
                           ________  ________  ________  ________      _______


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

                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
          ______________________________________________________________

                         (In Thousands)


                                   Year ended November 30
                          _________________________________________

                                            1998
                          _________________________________________
                                                       
                                                            
                                                            
                          STATED    BLENDED     UAL    PARTICIPANT
                          RETURN    INCOME     STOCK      LOAN       
                           FUND      FUND       FUND      FUND      TOTAL
                           ____      ____       ____      ____      _____
                                                          
                                                            
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   Beginning of year           -    $194,639  $ 51,976  $ 15,902   $868,393
                           ________  ________  ________  ________  ________
                                                                   
CONTRIBUTIONS                                                      
   Employer                    -         673        62       -          971
   Employee                    -      12,156     3,816       -       61,201
                           ________  ________  ________  ________  ________ 
                               -      12,829     3,878       -       62,172
                           ________  ________  ________  ________  ________ 
                                                                   
TRANSFERS                                                       
   BETWEEN FUNDS              (55)    (6,439)   10,645    (8,357)      -
                           ________  ________  ________  ________  ________
                                                                
TRANSFERS                                                       
   BETWEEN PLANS              237         39      (122)       -       (299)
                           ________  ________  ________  ________  ________
                                                                
RESULTS OF INVESTMENT
   ACTIVITY                                                        
    Dividends                  -          -         -          -     40,643
    Interest                   9      12,587        67     1,334     14,141
    Net appreciation                                                 
      (depreciation)
      in value of
      investments              -          -    (13,959)       -      59,056
                           ________  ________  ________  ________  ________

                               9      12,587   (13,892)    1,334    113,840
                           ________  ________  ________  ________  ________
                                                                   
PAYMENTS TO PLAN                                                
   PARTICIPANTS                -     (11,257)   (2,635)      (19)   (50,426)
                           ________  ________  ________  ________  ________
                                                                
PARTICIPANT LOANS              -      (1,944)     (782)    9,156      -
                           ________  ________  ________  ________  ________
                                                                   
ADMINISTRATIVE                                                     
   EXPENSES                    -         (82)     (72)       -        (256)
                           ________  ________  ________  ________  ________
                                                                   
NET ASSETS AVAILABLE
   FOR PLAN BENEFITS,
   end of year            $    191  $200,372  $ 48,816  $ 18,016   $993,424
                           ________  ________  ________  ________  ________
                           ________  ________  ________  ________  ________ 
                               
        The accompanying notes to financial statements are an integral
                           part of these statements.
                               
                               

                           UNITED AIR LINES, INC.
                           ______________________

        MANAGEMENT AND SALARIED EMPLOYEES' 401(K) RETIREMENT SAVINGS PLAN
        _________________________________________________________________

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

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

        The United Air Lines, Inc. Management and Salaried Employees' 401(k)
        Retirement Savings Plan (the "Plan") covers Management, Administrative
        and Public Contact Employees and Meteorologists of United Air Lines,
        Inc. ("United"). 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 $2,902,771 and $2,129,843 for 1999 and 1998,
        respectively, which were transferred from other qualified plans as
        rollovers under Internal Revenue Code Sections 402(c) and 408(d).

        Effective January 1, 1999, the Administrative employees hired
        on or after February 1, 1994, no longer receive the two percent
        contribution to the 401(k) plan. Effective June 1, 1999, Public Contact
        employees also no longer receive the two percent contribution to the
        401(k) plan.
        
        Contributions on the Statement of Changes in Net Assets Available for
        Plan Benefits for the years ended November 30, 1999 and 1998, have been
        reduced by an accrual for the returns of excess annual additions of
        $2,117 and $2,399,052, for the respective plan years,
        as required under Internal Revenue Code Section 415(c).
        
     c. Trustee and Recordkeeper
        ________________________

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

     d. Master Trust Funds
        __________________

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

        The 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 $203,828 and $200,758 (in thousands),
        respectively. The average yield for the year 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 market-to-market on a
        daily basis to maintain the margin requirement.
        

e.   Withdrawals
     ___________

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

           Participants who have separated from service (for reasons other than
           death) may elect payment in the form of a lump sum, periodic
           distributions, irregular partial distributions, or through the
           purchase of an annuity.  Distributions may also be directly rolled
           over into an IRA or qualified plan.
           Participants who have terminated employment are able to defer the
           distribution of the account until April 1 of the next calendar year
           after reaching age 70-1/2.

           Distributions of accounts due to the death of a participant may be
           taken by the participant's beneficiary in the form of a lump sum
           payment or through the purchase of an annuity, subject to the
           limitations of Internal Revenue Code 401(a)(9).
           The participant's surviving spouse, if any, is automatically the
           beneficiary of the account, unless the spouse waives this right.
           
           In-service withdrawals for participants who are actively employed
           or are absent due to reasons of illness, or approved leave of
           absence who maintain an employer-employee relationship with United
           Air Lines, Inc. are permitted as follows:
            - Hardship withdrawals from 401(k) account, subject to restrictions
              described in the Plan
            - After reaching age 59-1/2, subject to certain requirements
              specified in the Plan, all or a portion of the participant's
              401(k) account may be withdrawn
            - Upon reaching age 70-1/2, minimum distributions required under
              Internal Revenue Code 401(a)(9) must be taken no later than April
              1 following the calendar year that the participant has reached
              age 70-1/2.  Effective January 1, 1997, active participants
              that have reached age 70-1/2 may choose to defer distribution.

           If a participant's account has never exceeded $3,500, total
           distribution of the account will be made in a lump sum payment upon
           termination of employment or death.
           
           Generally withdrawals are allocated pro-rata to the balances of each
           of the investment funds in the participant's account. Distributions
           from UAL Stock Fund, may be made in cash, or in whole shares of UAL
           Corporation common stock, with fractional shares distributed in
           cash.
           
     f. Plan Termination Provisions
        ___________________________

        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' 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 Company and some
        administrative fees charged by United.  Brokerage and other investment
        fees are included in the cost of the related security. United performs
        certain reporting and supervisory functions for the Plan without
        charge.

     e. Transfers between Plans
        ________________________

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

     f. Participant Loans
        __________________
    
        Participants may borrow up to fifty percent of their account balance,
        not to exceed $50,000.  The minimum that may be borrowed is $1,000.
        Loans are charged against each investment fund in the ratio of the
        value of the employee's interest in each fund to the total value of
        the employee's interest in all funds and are held in the Loan Fund.
        The loan is repaid through payroll deductions on an after-tax basis for
        the term of the loan, which is a minimum of six months to a maximum of
        sixty months and is subject to a reasonable rate of interest (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 amount of net assets available
        for plan benefits and disclosure of contingent assets and liabilities
        at the date of the financial statements and the reported amounts of
        changes in net assets available for plan benefits during the reporting
        period. Actual results could differ from those estimates.
        
3.   TAX STATUS
     __________   

     The Internal Revenue Service has determined and informed the Company by
     letter dated July 16, 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.
                                          Management and Salaried
                                             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. 33-38613), and Form S-8 Registration Statement
(File No.333-63185) for the United Air Lines, Inc. Management and Salaried
Employees' 401(k) Retirement Savings Plan.





                                     Arthur Andersen LLP


Chicago, Illinois
May 30, 2000