August 24, 2018

Chris Kenny
Vice President and Controller
United Continental Holdings, Inc.
233 South Wacker Drive
Chicago, Illinois 60606

       Re: United Continental Holdings, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2017
           Filed February 22, 2018
           Form 10-Q for Fiscal Quarter Ended March 31, 2018
           Filed April 18, 2018
           File No. 001-06033

Dear Mr. Kenny:

       We have reviewed your July 23, 2018 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your

       After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
July 11, 2018 letter.

Form 10-Q for the Quarterly Period Ended March 31, 2018

Note 2 - Revenue
Co-Brand Agreement, page 17

1.    We note from your response letter dated July 23, 2018 that you received a
      payment related to a provision of your co-brand agreement, and that you
allocated this
      type of revenue across your performance obligations. You then describe
how you defer
      this revenue allocated to MileagePlus award miles, but recognize up front
      allocated to the other three performance obligation categories. Please
revise this
 Chris Kenny
United Continental Holdings, Inc.
August 24, 2018
Page 2
         disclosure to include a policy disclosure related to this type of
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations
Operating Revenue, page 28

2.       On page 17 of this Form 10-Q, you indicate that under ASC 606, you
identified four
         separately identifiable performance obligation categories in your
co-brand agreement with
         Chase Bank, and determined revenue recognition patterns based on
satisfaction of those
         performance obligations. We note that travel-related revenue, such as
revenue from
         MileagePlus miles awarded, bag fees, and seat upgrades is deferred and
recognized in
         passenger revenue at the time of travel. In contrast, advertising,
lounge pass revenue, and
         marketing revenue is recorded in other operating revenue based on
various factors, such as
         when the lounge pass is used, or customer use pattern of the credit
card over the term of
         the co-brand agreement. Your response to comment 2 in your letter
dated July 23, 2018
         indicates the $50 million relates to a cash payment received under a
provision of the co-
         brand agreement and, similar to other consideration received under the
         agreement, you allocated the payment across the performance
obligations identified in the
         co-brand agreement based on fixed percentages. The amounts related to
         miles awarded were deferred, while the $50 million allocated to
marketing, advertising,
         and certain other travel related benefits was recognized on receipt.
This recognition
         pattern appears to be consistent with the policy set forth in your
Form 10-K, prior to
         adoption of ASC 606. Please tell us why you believe your recognition
pattern in the first
         quarter complies with your recognition policy for such revenue under
ASC 606.

       You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters or any other

FirstName LastNameChris Kenny                                  Sincerely,
Comapany NameUnited Continental Holdings, Inc.
                                                               Division of
Corporation Finance
August 24, 2018 Page 2                                         Office of
Transportation and Leisure
FirstName LastName