FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

(Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997

                               OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number 33-21220 *

                     UNITED AIR LINES, INC.
                     ----------------------
     (Exact name of registrant as specified in its charter)

                  Delaware                     36-2675206
                  --------                     ----------
           (State or other jurisdiction of   (I.R.S. Employer
           incorporation or organization)    Identification No.)

  1200 East Algonquin Road, Elk Grove Township, Illinois  60007
   Mailing Address:  P. O. Box 66100, Chicago, Illinois  60666
   -----------------------------------------------------------
   (Address of principal executive offices)         (Zip Code)

 Registrant's telephone number, including area code (847) 700-4000
 -----------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                     Yes    X            No
                         -------            -------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                              Outstanding at
               Class                         October 31, 1997
               -----                         ----------------
       Common Stock ($5 par value)                 200

*  Registrant is the wholly-owned subsidiary of UAL Corporation
(File 1-6033).  Registrant became subject to filing periodic
reports under the Securities Exchange Act of 1934 as a result of
a public offering of securities which became effective June 3,
1988 (Registration Nos. 33-21220 and 22-18246).
                                 


United Air Lines, Inc. and Subsidiary Companies Report on Form 10-Q
-------------------------------------------------------------------
             For the Quarter Ended September 30, 1997
             ----------------------------------------


Index
-----

PART I.  FINANCIAL INFORMATION                                   Page No.
------   ---------------------                                   -------

         Item 1.  Financial Statements

                  Condensed Statements of Consolidated              3
                  Financial Position - as of September 30, 1997
                  (Unaudited) and December 31, 1996

                  Statements of Consolidated Operations             5
                  (Unaudited) - for the three months and
                  nine months ended September 30, 1997 and 1996

                  Condensed Statements of Consolidated              7
                  Cash Flows (Unaudited) - for the nine
                  months ended September 30, 1997 and 1996

                  Notes to Consolidated Financial                   8
                  Statements (Unaudited)

         Item 2.  Management's Discussion and Analysis             12
                  of Financial Condition and Results of
                  Operations


PART II.  OTHER INFORMATION
-------   -----------------
                                                                  
         Item 1.  Legal Proceedings                                19
         Item 6.  Exhibits and Reports on Form 8-K                 20

Signatures                                                         21
----------

Exhibit Index                                                      22
-------------


                                
                 PART I.   FINANCIAL INFORMATION
                                
Item 1.   Financial Statements
                                
                                
         United Air Lines, Inc. and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
<TABLE>                                
<CAPTION>
                                    September 30,
                                        1997      December 31,
Assets                              (Unaudited)       1996
                                    -----------   -----------              
<S>                                  <C>         <C>
Current assets:                                            
   Cash and cash equivalents         $     399   $     203
   Short-term investments                  451         421
   Receivables, net                      1,242         955
   Inventories, net                        349         369
   Deferred income taxes                   210         228
   Prepaid expenses and other              297         446
                                       -------     -------
                                         2,948       2,622
                                       -------     -------              
                                                          
Operating property and equipment:                         
   Owned                                13,889      12,325
   Accumulated depreciation 
     and amortization                   (5,252)     (5,380)
                                       -------     -------
                                         8,637       6,945
                                       -------     -------              
   Capital leases                        2,199       1,881
   Accumulated amortization               (603)       (583)
                                       -------     -------
                                         1,596       1,298
                                       -------     -------
                                        10,233       8,243
                                       -------     -------              
                                                          
Other assets:                                             
   Intangibles, net                        507         522
   Deferred income taxes                   126         122
   Related party receivables               412         374
   Aircraft lease deposits                 271         168
   Other                                   942         850
                                       -------     -------
                                         2,258       2,036
                                       -------     -------               
                                      $ 15,439    $ 12,901
                                       =======     =======
</TABLE>                                
                                
  See accompanying notes to consolidated financial statements.
                                


         United Air Lines, Inc. and Subsidiary Companies
     Condensed Statements of Consolidated Financial Position
                          (In Millions)
<TABLE>                                
<CAPTION>
                                        September 30,
                                            1997        December 31,
Liabilities and Stockholder's Equity    (Unaudited)         1996
                                        -----------     -----------
<S>                                      <C>            <C>
Current liabilities:                                      
   Current portions of long-term debt                     
     and capital lease obligations       $    468        $    294
   Related party debt maturing              
     within one year                           85              60
   Advance ticket sales                     1,447           1,189
   Accounts payable                         1,056             987
   Other                                    2,928           2,473
                                          -------         -------
                                            5,984           5,003
                                          -------         -------        
Long-term debt                              1,425           1,633
                                          -------         -------       
Long-term obligations under capital      
  leases                                    1,638           1,322
                                          -------         -------
                                                          
Other liabilities and deferred credits:
   Deferred pension liability                 165             178
   Postretirement benefit liability         1,340           1,290
   Deferred gains                           1,101           1,151
   Other                                      913             766
                                          -------         -------
                                            3,519           3,385
                                          -------         -------       
Minority interest                               -              31
                                          -------         -------
                                                          
Preferred stock committed to               
  Supplemental ESOP                           293             165
                                          -------         -------
Stockholder's equity:                                     
   Common stock at par                          -               -
   Additional capital invested                 26              15
   ESOP capital                             2,060           1,441
   Retained earnings                          786             121
   Unearned ESOP preferred stock             (282)           (202)
   Other                                      (10)            (13)
                                          -------         -------
                                            2,580           1,362
                                          -------         -------        
Commitments and contingent                                
  liabilities (See note)                  -------         -------
                                                          
                                         $ 15,439        $ 12,901
                                          =======         =======
</TABLE>
  See accompanying notes to consolidated financial statements.
                                
                                
                                
         United Air Lines, Inc. and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                          (In Millions)
<TABLE>                                
<CAPTION>                                
                                           Three Months
                                        Ended September 30
                                         1997        1996
                                         ----        ----
<S>                                   <C>         <C>
Operating revenues:                                       
   Passenger                          $  4,147    $  4,003
   Cargo                                   225         191
   Other                                   258         283
                                       -------     -------
                                         4,630       4,477
                                       -------     -------
Operating expenses:                                       
   Salaries and related costs            1,265       1,171
   ESOP compensation expense               256         157
   Aircraft fuel                           510         538
   Commissions                             409         397
   Purchased services                      329         303
   Aircraft rent                           235         236
   Landing fees and other rent             206         206
   Depreciation and amortization           182         217
   Aircraft maintenance                    153         106
   Other                                   537         533
                                       -------     -------
                                         4,082       3,864
                                       -------     -------              
Earnings from operations                   548         613
                                       -------     -------              
Other income (expense):                                   
   Interest expense                        (74)        (71)
   Interest capitalized                     25          18
   Interest income                          13           8
   Equity in earnings of affiliates         17          16
   Gain on sale of partnership interest    275           -
   Gain on sale of affiliate's stock       103           -
   Miscellaneous, net                       (9)        (28)
                                       -------     -------
                                           350         (57)
                                       -------     -------              
Earnings before income taxes 
  and extraordinary item                   898         556
Provision for income taxes                 327         208
                                       -------     -------              
Earnings before extraordinary item         571         348
                                       -------     -------
Extraordinary loss on early                               
  extinguishment of debt, net of tax         -          (7)
                                       -------     -------
Net earnings                          $    571    $    341
                                       =======     =======
</TABLE>                                
                                
  See accompanying notes to consolidated financial statements.
                                
                                
                                
                                
         United Air Lines, Inc. and Subsidiary Companies
        Statements of Consolidated Operations (Unaudited)
                          (In Millions)
<TABLE>                                
<CAPTION>
                                           Nine Months
                                        Ended September 30
                                         1997        1996
                                         ----        ----
<S>                                  <C>         <C>
Operating revenues:                                       
   Passenger                         $  11,628   $  10,975
   Cargo                                   634         558
   Other                                   849         819
                                       -------     -------
                                        13,111      12,352
                                       -------     -------
Operating expenses:                                       
   Salaries and related costs            3,733       3,513
   ESOP compensation expense               666         488
   Aircraft fuel                         1,559       1,504
   Commissions                           1,159       1,108
   Purchased services                      946         876
   Aircraft rent                           707         716
   Landing fees and other rent             656         628
   Depreciation and amortization           533         588
   Aircraft maintenance                    447         336
   Other                                 1,564       1,519
                                       -------     -------
                                        11,970      11,276
                                       -------     -------              
Earnings from operations                 1,141       1,076
                                       -------     -------              
Other income (expense):                                   
   Interest expense                       (216)       (227)
   Interest capitalized                     75          57
   Interest income                          35          29
   Equity in earnings of affiliates         64          53
   Gain on sale of partnership interest    275           -
   Gain on sale of affiliate's stock       103           -
   Miscellaneous, net                      (33)        (52)
                                       -------     -------
                                           303        (140)
                                       -------     -------              
Earnings before income taxes and         
  extraordinary item                     1,444         936
Provision for income taxes                 532         356
                                       -------     -------              
Earnings before extraordinary item         912         580
Extraordinary loss on early                               
  extinguishment of debt, net of tax         -         (66)
                                       -------     -------
Net earnings                           $   912    $    514
                                       =======     =======
</TABLE>                                
                                
  See accompanying notes to consolidated financial statements.
                                
                                
                                
         United Air Lines, Inc. and Subsidiary Companies
   Condensed Statements of Consolidated Cash Flows (Unaudited)
                          (In Millions)
<TABLE>                                
<CAPTION>
                                            Nine Months
                                        Ended September 30
                                         1997        1996
                                         ----        ----
<S>                                    <C>         <C>
Cash and cash equivalents at                              
  beginning of period                  $   203     $   142
                                        ------      ------            
Cash flows from operating activities     2,398       1,955
                                        ------      ------
Cash flows from investing activities:
 Additions to property and equipment    (2,170)     (1,100)
 Proceeds on disposition of                             
   property and equipment                   41          20
 Proceeds on disposition of              
   partnership interest                    539           -
 Decrease (increase) in short-term           
   investments                             (30)         20
 Decrease (increase) in related          
   party receivable                        (38)         57
 Other, net                                (19)        (19)
                                        ------      ------
                                        (1,677)     (1,022)
                                        ------      ------             
Cash flows from financing activities:
 Repayment of long-term debt               (79)       (682)
 Principal payments under capital                        
   lease obligations                      (114)        (91)
 Aircraft lease deposits                  (107)       (109)
 Dividend to parent company               (250)          -
 Increase in related party debt             25           -
 Other, net                                  -          24
                                        ------      ------
                                          (525)       (858)
                                        ------      ------            
Increase in cash and cash equivalents      196          75
                                        ------      ------            
Cash and cash equivalents at 
  end of period                        $   399     $   217
                                        ======      ======
                                                          
Cash paid during the period for:                          
 Interest (net of amounts capitalized) $   119     $   181
 Income taxes                          $   215     $   180
                                                          
Non-cash transactions:                                    
 Capital lease obligations incurred    $   477     $   497
 Long-term debt incurred in connection                           
   with additions to equipment         $     -     $    77
                                
</TABLE>
  See accompanying notes to consolidated financial statements.
                                 


         United Air Lines, Inc. and Subsidiary Companies
     Notes to Consolidated Financial Statements (Unaudited)
                                
The Company
-----------
      United Air Lines, Inc. ("United" or the "Company") is a
holding company whose principal subsidiary is UAL Corporation
("UAL").

Interim Financial Statements
----------------------------
      The consolidated financial statements included herein have
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to or as
permitted by such rules and regulations, although United
believes that the disclosures are adequate to make the
information presented not misleading.  In management's opinion,
all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the results of
operations for the three and nine month periods have been made.
These financial statements should be read in conjunction with
the consolidated financial statements and footnotes thereto
included in United's Annual Report on Form 10-K for the year
1996.

Accounting Policies - Derivative Financial Instruments
------------------------------------------------------
      Foreign Currency
      ----------------
      From time to time, United enters into Japanese yen forward
exchange contracts to minimize gains and losses on the
revaluation of short-term yen-denominated liabilities.  The yen
forwards typically have a 30-day maturity and are marked to fair
value at the end of each accounting period.  The unrealized mark-
to-market gains and losses generally offset the losses and gains
recorded on the liabilities.

      United has also entered into forwards and swaps to reduce
exposure to currency fluctuations on yen-denominated capital
lease obligations.  The forwards' and swaps' cash flows mirror
those of the capital leases.  The premiums on the forwards and
swaps, as measured at inception, are being amortized over their
respective lives as components of interest expense.  Any gains or
losses realized upon the early termination of  these forwards and
swaps are deferred and recognized in income over the remaining
life of the underlying exposure.

      Finally, the Company has begun to hedge the risks of
exchange rate volatility on its anticipated future net yen cash
flows by purchasing yen put options with little or no intrinsic
value.  The amount and duration of these options are synchronized
with specific expected yen inflows, and thus, the put options
have been designated as a hedge.  The Company also sells yen call
options from time to time.  The premiums on yen option contracts
are amortized over the lives of the contracts.  Unrealized gains
on purchased put option contracts are deferred until contract
expiration and then recognized as a component of passenger
revenue, and unrealized losses on written call options are
recorded in "Miscellaneous, net" at the end of each accounting
period.

      Interest Rates
      --------------
      United has entered into swaps to reduce exposure to
interest rate fluctuations in connection with certain debt,
capital leases and operating leases. The swaps' cash flows mirror
those of the underlying exposures.  The premiums on the swaps, as
measured at inception, are being amortized over their respective
lives as components of interest expense.  Any gains or losses
realized upon the early termination of these swaps are deferred
and recognized in income over the remaining life of the
underlying exposure.

      Aircraft Fuel
      -------------
      United uses a collar option strategy to hedge a portion of
its price risk related to future aircraft fuel purchases.  The
collars, which have been designated a hedge, involve the purchase
of fuel call options with the simultaneous sale of fuel put
options with identical expiration dates.  Premiums on fuel collar
option contracts are deferred and amortized over the life of the
contract.  Gains or losses recognized upon contract expiration
are recorded as a component of aircraft fuel expense.  In
addition, to a limited extent, United trades short-term heating
oil futures contracts.  Unrealized losses on these contracts are
recorded currently in income while unrealized gains are deferred
until contract expiration.  Both gains and losses are recorded as
a component of aircraft fuel expense.

Employee Stock Ownership Plans
------------------------------
      Pursuant to amended labor agreements which provide for
wage and benefit reductions and work-rule changes which
commenced July 1994, UAL has agreed to issue convertible
preferred stock to employees.  Note 2 of the Notes to
Consolidated Financial Statements in the 1996 Annual Report on
Form 10-K contains additional discussion of the agreements,
stock to be issued to employees and the related accounting
treatment.  Shares earned in 1996 were allocated in March 1997
as follows:  190,307 shares of Class 2 ESOP Preferred Stock were
contributed to the Non-Leveraged ESOP and an additional 537,917
shares were allocated in "book entry" form under the
Supplemental Plan.  Additionally, 2,345,745 shares of Class 1
ESOP Preferred Stock were allocated under the Leveraged ESOP.
Finally, an additional 2,305,479 shares of Class 1 and Class 2
ESOP Preferred Stock have been committed to be released by the
Company since January 1, 1997.

      In August 1997, UAL sold 1,848,629 shares of Class 1 ESOP
Preferred Stock to the ESOP Trustee; this was the fourth of seven
such sales.

Other Income (Expense) - Miscellaneous
--------------------------------------
      "Miscellaneous, net" consisted of the following:
<TABLE>
<CAPTION>

                            Third Quarter     Nine-month Period
                            1997      1996      1997      1996
                            ----      ----      ----      ----
<S>                       <C>       <C>       <C>       <C> 
Foreign exchange losses   $   (5)   $   (2)   $  (15)   $   (9)
Minority interests            (1)       (6)      (15)      (18)
Travel agency litigation
  settlement                   -       (20)        -       (20)
Other                         (3)        -        (3)       (5)
                           -----     -----     -----     -----
                          $   (9)   $  (28)   $  (33)   $  (52)
                           =====     =====     =====     =====
</TABLE>

Income Taxes
------------
      The provisions for income taxes are based on the
estimated annual effective tax rate, which differs from the
federal statutory rate of 35% principally due to state income
taxes, dividends on ESOP Preferred Stock and certain
nondeductible expenses.  Deferred tax assets are recognized
based upon United's history of operating earnings and
expectations for future taxable income.

Prepayment of Long-Term Obligations
-----------------------------------
      During the nine months ended September 30, 1996, United
repaid prior to maturity $529 million in principal amount of
various debt securities, resulting in an extraordinary loss of
$66 million, after a tax benefit of $40 million.  Of this
amount, $63 million was repaid during the third quarter,
resulting in a $7 million extraordinary loss, net of tax
benefits of $4 million.  The securities were scheduled for
repayment periodically through 2021.

Related Party Transactions
--------------------------
      At September 30, 1997 and December 31, 1996, United had
accounts receivable from UAL of $412 million and $378 million,
respectively.

      In July 1997, United completed the sale of its 77% general
partnership interest in the Apollo Travel Services Partnership to
Galileo International, Inc.  See "Sale of Affiliate" in Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Contingencies and Commitments
-----------------------------
      United has certain contingencies resulting from litigation
and claims (including environmental issues) incident to the
ordinary course of business.  Management believes, after
considering a number of factors, including (but not limited to)
the views of legal counsel, the nature of contingencies to which
United is subject and its prior experience, that the ultimate
disposition of these contingencies is not expected to materially
affect United's consolidated financial position or results of
operations.

      At September 30, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated $5.7
billion, after deducting advance payments.  An estimated $0.8
billion will be spent during the remainder of 1997, $2.4 billion
in 1998, $1.3 billion in 1999, and $1.2 billion in 2000 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A319 and A320 aircraft, which are scheduled to
be delivered through 2002.

      During October 1997, The Boeing Company ("Boeing") notified
United that production problems would delay aircraft scheduled to
be delivered between fourth quarter 1997 and mid-1999.
Specifically, deliveries on nine B747s, two B757s and four
B767s scheduled for delivery from the fourth quarter of 1997
through mid-1999 will be delayed from one to two months.  United
expects to receive compensation from Boeing and also expects to
make schedule adjustments and take other possible actions to
offset the effects of the delays.  As a result, the Company
expects the impact of the announced delivery delays to be
minimal.

      United's contract with the Association of Flight
Attendants ("AFA") became amendable March 1, 1996.  On October
1, 1997, the AFA ratified a new contract.  The agreement, 
which will remain in effect through 2006, includes provisions 
for increased wages and benefits as well as work rule changes 
designed to help the Company achieve its customer satisfaction 
objectives.




Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION  AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      United's total of cash and cash equivalents and short-term
investments was $850 million at September 30, 1997, compared to
$624 million at December 31, 1996.  Cash flows from operating
activities for the nine-month period amounted to $2.398 billion.
Financing activities included principal payments under debt and
capital lease obligations of $79 million and $114 million,
respectively.

      In the first nine months of 1997, United took delivery of
four A320, eleven B777, five B747 and two A319 aircraft.
Eighteen of these aircraft were purchased and four were acquired
under capital leases.  Additionally, United acquired two B767
and one DC10-10 off-lease during the first nine months of 1997.
Property additions, including aircraft spare parts, facilities
and ground equipment, amounted to $2.170 billion, while property
dispositions resulted in proceeds of $41 million.

      The Company's sale of its interest in the Apollo Travel
Services Partnership ("ATS") in July 1997 provided $539 million
in cash proceeds (see "Sale of Affiliate").  During the third
quarter, UAL's Board of Directors authorized the purchase of up
to $250 million of UAL's common stock using a portion of
the proceeds.  

      At September 30, 1997, commitments for the purchase of
property and equipment, principally aircraft, approximated $5.7
billion, after deducting advance payments.  An estimated $0.8
billion will be spent during the remainder of 1997, $2.4 billion
in 1998, $1.3 billion in 1999, and $1.2 billion in 2000 and
thereafter.  The major commitments are for the purchase of B777,
B747, B767, B757, A319 and A320 aircraft, which are scheduled to
be delivered through 2002.

      During October 1997, The Boeing Company ("Boeing") notified
United that production problems would delay aircraft scheduled to
be delivered between fourth quarter 1997 and mid-1999.
Specifically, deliveries on nine B747s, two B757s and four
B767s scheduled for delivery from the fourth quarter of 1997
through mid-1999 will be delayed from one to two months.  United
expects to receive compensation from Boeing and also expects to
make schedule adjustments and take other possible actions to
offset the effects of the delays.  As a result, the Company
expects the impact of the announced delivery delays to be
minimal.

      In April 1997, Standard & Poor's raised its credit rating
on United's senior unsecured debt to BB+ from BB.  Moody's
Investors Service Inc.'s rating on United's senior unsecured debt
remains Baa3.

      RESULTS OF OPERATIONS
      ---------------------
      United's results of operations for interim periods are not
necessarily indicative of those for an entire year, as a result
of seasonal factors to which United is subject.  First and
fourth quarter results are normally affected by reduced travel
demand in the fall and winter and United's operations,
particularly at its Chicago and Denver hubs and at certain east
coast cities, are adversely affected by winter weather on
occasion.

      The results of operations in the airline business
historically fluctuate significantly in response to general
economic conditions.  This is because small fluctuations in
yield (passenger revenue per revenue passenger mile) and cost
per available seat mile can have a significant effect on
operating results.  United anticipates industrywide fare levels,
increasing low-cost competition, general economic conditions,
fluctuation of foreign currency exchange rates, fuel costs, U.S.
and international governmental policies and other factors will
continue to affect its operating results.

      During the third quarter of 1997, a new law was enacted to
replace the Federal passenger excise tax which expired September
30, 1997.  The new legislation includes a gradual reduction in
the 10% airline ticket tax to 7.5% by the year 2002, a phasing
in of a $3 "head tax" per domestic flight segment, an increase
in round-trip international departure and arrival taxes from $6
to $24 per passenger and a tax on the purchase of frequent flyer
miles.  The Company expects that the new legislation will
increase United's annual tax burden by approximately $80
million, but is unable to determine how much of this increase it
will be able to pass on to its customers.

      During the third quarter of 1997, United implemented
changes to its travel agency commission payment plan, which
lowered the base commission paid to travel agents from 10% to 8%
on all tickets purchased in the U.S. and Canada for both
domestic and international travel.  Commissions on domestic
tickets will be a maximum of $25 one-way ($50 round-trip).  This
action is expected to save approximately $100 million annually
in commission costs.

      Summary of Results
      ------------------
      United's earnings from operations were $1,141 million in
the first nine months of 1997, compared to operating earnings of
$1,076 million in the first nine months of 1996.  United's net
earnings were $912 million, compared to net earnings of $514
million during the same period in 1996.  The 1997 nine-month
period includes an after-tax gain on the ATS/Galileo transaction
(see "Sale of Affiliate") of $235 million.  The 1996 nine-month
period includes an extraordinary loss of $66 million on early
extinguishment of debt.

      In the third quarter of 1997, United's earnings from
operations were $548 million compared to operating earnings of
$613 million in the third quarter of 1996.  United had net
earnings in the 1997 third quarter of $571 million, compared to
net earnings of $341 million in the same period of 1996.  The
1997 third quarter results include the after-tax gain on the
ATS/Galileo transaction of $235 million.  The 1996 third quarter
results include an extraordinary loss of $7 million on early
extinguishment of debt.

      Specific factors affecting United's consolidated
operations for the third quarter and first nine months of 1997
are described below.

      Third Quarter 1997 Compared with Third Quarter 1996
      ---------------------------------------------------
      Operating revenues increased $153 million (3%).  United's
revenue per available seat mile decreased 1% to 10.43 cents.
Passenger revenues increased $144 million (4%) on a 4% increase
in revenue passenger miles in spite of a 1% decrease in yield to
12.33 cents.  The following analysis by market is based on
information reported to the U.S. Department of Transportation:

      Domestic revenue passenger miles increased 2%, while
domestic yield decreased 3% from the year before as a result of
the reimposition of the Federal passenger excise tax for the
entire 1997 third quarter.  In the Pacific, revenue passenger
miles remained unchanged; however, yield increased 3% from the
same period last year, largely due to a stronger Japanese yen
versus the dollar.  Atlantic revenue passenger miles increased
27% with a 4% increase in yield over the same period last year
due to a continued larger proportion of high-yield traffic.
Latin America revenue passenger miles remained unchanged over
the same period last year, with a 7% increase in yield, due to a
strengthening Latin economy.  Available seat miles increased 4%
systemwide, reflecting increases of 25% in the Atlantic, 2% on
Domestic routes and 2% in the Pacific.  The system passenger
load factor decreased 0.1 point to 75.3%.

      Cargo revenues increased $34 million (18%) due to
increases in both freight and mail revenues.  Freight ton miles
increased 28% due to the increase in aircraft assigned to the
dedicated freighter operation and the introduction of long-range
B777-200B aircraft, principally in the Atlantic market.  Mail
ton miles increased 9%.  However, a 6% lower freight yield was
only partially offset by a 3% increase in mail yield.  Other
operating revenues decreased $25 million (9%) since ATS revenues
are no longer consolidated after the sale of ATS in July.

      Operating expenses increased $218 million (6%) and
United's cost per available seat mile increased 2%, from 9.06
cents to 9.20 cents, including ESOP compensation expense.
Without the ESOP compensation expense, United's cost per
available seat mile would have decreased 1%, from 8.69 cents to
8.62.  ESOP compensation expense increased $99 million (63%),
reflecting the increase in the estimated average fair value of
ESOP preferred stock committed to be released to employees as a
result of UAL's higher common stock price.  Salaries and related
costs increased $94 million (8%) primarily due to mid-term wage
adjustments that took effect July 1.  Aircraft maintenance
increased $47 million (44%) due to increased purchased
maintenance, as well as the timing of maintenance cycles.
Purchased services increased $26 million (9%) due principally to
volume-related increases in computer reservations fees, credit
card discounts and communication charges.  Depreciation and
amortization expense decreased $35 million (16%) despite the
acquisition of new aircraft, largely due to a $30 million charge
in the 1996 third quarter to reduce the carrying value of
aircraft seats being replaced, as well as lower depreciation on
DC10-10 aircraft which are scheduled for retirement.  Fuel
expense decreased $28 million (5%) due to an 8% decrease in the
average price per gallon of fuel to 65.3 cents.

      Other income (expense) amounted to $350 million in income
for the third quarter of 1997 compared to $57 million in expense
for the third quarter of 1996.  Interest capitalized, primarily
on aircraft advance payments, increased $7 million (39%).
Included in "Miscellaneous, net" in the 1997 third quarter were
foreign exchange losses of $5 million compared to foreign
exchange losses of $2 million in the 1996 third quarter.  In
addition, the third quarter of 1997 included a $275 million gain
on the sale of ATS and a $103 million gain on the sale of Galileo
International, Inc. stock.  The third quarter of 1996 included a
$20 million charge for the settlement of litigation related to
the travel agency commission cap implemented by the Company in
February 1995.


      Nine Months 1997 Compared with Nine Months 1996
      -----------------------------------------------
      Operating revenues increased $759 million (6%).  United's
revenue per available seat mile increased 2% to 10.35 cents.
Passenger revenue increased $653 million (6%), due principally
to a 4% increase in revenue passenger miles and a 2% increase in
yield to 12.56 cents.  The following analysis by market is based
on information reported to the U.S. Department of
Transportation:

      Domestic revenue passenger miles increased 3% while
domestic yield remained unchanged.  In the Pacific, revenue
passenger miles increased 1% with a 3% increase in yield from
the same period last year, largely due to a stronger Japanese
yen.  Latin America revenue passenger miles increased 3% over
the same period last year, with an 11% increase in yield as a
result of a strengthening Latin economy.  Atlantic revenue
passenger miles increased 20%, while yield increased 4% due to a
larger proportion of high-yield traffic and an improved fare
environment.  Available seat miles increased 4% systemwide,
reflecting increases of 19% in the Atlantic, 3% on Domestic
routes and 3% in the Pacific.  The system passenger load factor
increased 0.1 point to 72.6%.

      Cargo revenues increased $76 million (14%) on increases of
23% in freight ton miles and 6% in mail ton miles, as a result of
a new dedicated freighter operation and the introduction of long-
range B777-200B aircraft.  A 7% decrease in freight yield was
partially offset by a 3% increase in mail yield.  Other operating
revenues increased $30 million (4%) due to increases in Mileage
Plus partner-related revenues and contract maintenance and fuel
sales to third parties, which were partially offset by the
decrease in ATS revenues after the sale of ATS in July.

      Operating expenses increased $694 million (6%) and
United's cost per available seat mile increased 2%, from 9.25 to
9.45 cents, including ESOP compensation expense.  Without the
ESOP compensation expense, United's 1997 nine-month cost per
available seat mile would have been 8.93 cents, an increase of
1% from 1996.  ESOP compensation expense increased $178 million
(36%), reflecting the increase in the estimated average fair
value of ESOP stock committed to be released to employees as a
result of UAL's higher common stock price.   Salaries and
related costs increased $220 million (6%) as a result of
increased staffing in certain customer-oriented positions, as
well as mid-term wage adjustments which took effect July 1.
Aircraft maintenance increased $111 million (33%) due to
increased purchased maintenance as well as the timing of
maintenance cycles.  Aircraft fuel increased $55 million (4%)
due to a 3% increase in consumption and a 1% increase in the
average price per gallon of fuel to 70.1 cents.  Purchased
services increased $70 million (8%) due principally to volume-
related increases in computer reservations fees, credit card
discounts and communication charges.  Depreciation and
amortization decreased $55 million (9%) despite the acquisition
of new aircraft, due to lower depreciation on DC10-10 aircraft
which are scheduled for retirement, a gain on the sale of one
B747-SP aircraft and a $30 million charge in 1996 to reduce the
carrying value of aircraft seats being replaced.  Aircraft rent
decreased $9 million (1%) due to a decrease in the number of
aircraft on operating leases.

      Other income (expense) amounted to $303 million in income
for the first nine months of 1997 compared to $140 million in
expense for the first nine months of 1996.  Interest capitalized,
primarily on aircraft advance payments, increased $18 million
(32%).  Interest expense decreased $11 million (5%) due to the
prepayment of long-term debt in 1996.  Equity in earnings of
affiliates increased $11 million (21%) due to higher Galileo
International, Inc. ("Galileo") earnings resulting from increased
booking revenues.  In addition, the 1997 period included a $275
million gain on the sale of ATS and a $103 million gain on the
sale of Galileo stock.  The 1996 period included a $20 million
charge for the settlement of litigation related to the travel
agency commission cap implemented by the Company in February
1995.

SALE OF AFFILIATE
-----------------
       In July 1997, United completed the sale of its interest in
the Apollo Travel Services Partnership ("ATS"), a 77% owned
affiliate whose accounts were consolidated, to Galileo
International, Inc. ("Galileo"), heretofore a 38% owned affiliate
accounted for under the equity method, for $539 million in cash.
This transaction resulted in a pre-tax gain of approximately $405
million.  Of this amount, $275 million was recognized during the
third quarter and the balance will be recognized over the next 25
years, the estimated remaining life of the assets acquired by
Galileo.

       Galileo raised a portion of the proceeds used to purchase
ATS through the completion of an initial public offering of
16,799,700 shares of its common stock, representing 16.0% of its
economic interest, at $24.50 per share for net proceeds of
approximately $390 million.  This transaction resulted in a
reduction of the Company's ownership in Galileo from 38% to 32%.
In accordance with the Company's policy of recognizing gains or
losses on the sale of a subsidiary's stock based on the
difference between the offering price and the Company's carrying
amount of such stock, the Company recognized a pre-tax gain of
$103 million during the third quarter.  Pursuant to Statement of
Financial Accounting Standards No. 109, the Company also recorded
$40 million of deferred taxes related to this gain.

        In connection with the sale, United entered into an
additional services agreement under which the Company will
provide certain marketing and other services designed to increase
the competitiveness of Galileo's business and to generate
additional bookings and revenues for Galileo.  Under this
agreement, United could receive up to $154 million (on a present
value basis) in the sixth year following the sale, based on
specified improvements in air booking revenues over a five-year
period.

      United continues to account for Galileo under the equity
method and will continue to purchase computer reservations
services under its existing services agreement with Galileo.

LABOR AGREEMENTS AND WAGE ADJUSTMENTS
-------------------------------------
      Both the Air Line Pilots Association, International
("ALPA") and the International Association of Machinists and
Aerospace Workers ("IAM") ratified previously announced mid-term
wage adjustments.  Included in the agreements were a 5% increase
to wage rates for each union group in July 1997 and a second 5%
increase in July 1998.  Further, the agreement with ALPA calls
for a corresponding 5% increase in both 1997 and 1998 to "book
rates" (book rates are used to compute certain other employee
benefits), and the agreement with the IAM provided for lump sum
payments for all IAM employees and increases in hourly license
premium and skill pay for mechanics.  These agreements also
provide for restoration of wage rates for the two groups in the
year 2000 to levels that existed prior to the recapitalization in
July 1994, as well as restoration of the Company's contribution
to the pilots' defined contribution plan from its current rate of
1% to its pre-ESOP rate of 9% in the year 2000.

      In March 1997, the Company also announced the details of
mid-term wage adjustments for non-union United States salaried
and management employees.  Salaried employees received a 5% base
salary increase in July 1997, as well as a lump-sum payment.
They will also receive a 5% increase in July 1998.  In addition,
salaried employees hired on or after February 1, 1994 will
receive two additional annual 3.5% pay increases.  Management
employees received a 4% increase in July 1997 and will receive an
additional 4% increase in July 1998, and management employees not
participating in the Company's Incentive Compensation Plan will
participate in a three-year profit-sharing plan that could pay an
additional amount in 1998, 1999 and 2000, if the Company meets
specific pre-tax earnings objectives in 1997, 1998 and 1999,
respectively.  Depending on financial results, the maximum profit
sharing payout is 3.75% of annual wages.

      On October 1, 1997, the Association of Flight Attendants
("AFA") ratified a previously announced agreement on a new
contract which will remain in effect through March 1, 2006.
Included in the contract are lump sum payments of 7% in December
1997, 4% in December 1998 and December 1999, and 5% in 2001,
2003 and 2005; as well as minimum 2% wage increases in 2000,
2002 and 2004.  Additionally, the contract includes a series of
arbitrations beginning in 2001 which can award additional
compensation increases, subject to meeting Vision 2000 goals as
discussed below.  The agreement also provides for benefits and
work rule changes and a number of service quality and
productivity enhancements designed to help the Company achieve
its customer satisfaction objectives.

      The wage, benefit and work-rule adjustments outlined above
are consistent with the Company's objective, known as Vision
2000, to put employee compensation costs on a competitive level
with peer group compensation elsewhere in the industry at the
conclusion of the agreements outlined above.  The ultimate cost
to the Company of Vision 2000, particularly given that peer group
compensation is subject to change between now and the conclusion
of the agreements, is not determinable.  However, the Company
expects the aggregate after-tax cost of the wage and benefit
adjustments outlined above to be approximately $100 million in
1997.  Further, as a result of these changes, the Company expects
that its annual Salaries and related costs will increase at a
faster rate than its major competitors from now through the year
2000.

TENTATIVE AGREEMENT WITH ALPA ON REGIONAL JETS
----------------------------------------------
        During September 1997, United and ALPA reached a tentative
agreement on the issue of regional jets that allows carriers operating 
under the United Express program to purchase and fly those jets (with 
restrictions) and provides job security for United's pilots.  The 
agreement is subject to ratification by ALPA's pilots and the result
of the vote is scheduled to be released on November 18.

OUTLOOK FOR 1997
----------------
      Fourth quarter 1997 available seat miles are expected to
grow 4% year over year, with a nearly 7% increase in
international markets and 2% in domestic capacity.  Year over
year traffic growth is expected to be at 3%.  With a modest
increase in yield, system revenue per available seat mile is
expected to increase 2% from last year's fourth quarter.  Fourth
quarter unit costs excluding the ESOP compensation expense are
expected to decrease slightly from last year, assuming a lower
average fuel price for the fourth quarter from last year.

      The information included in the previous paragraph is
forward-looking and involves risks and uncertainties that could
result in actual results differing materially from expected
results.  It is not reasonably possible to itemize all of the
many factors and specific events that could affect the outlook
of an airline operating in the global economy.  Some factors
that could significantly impact expected capacity, load factors,
revenues, unit revenues and unit costs include the airline pricing 
environment, the effect of the U.S. excise tax on travel, fuel 
prices, low-fare carrier expansion, the timing of aircraft 
deliveries by manufacturers, the success of the Company's cost 
reduction efforts, the cost of safety and security measures, 
actions of the U.S., foreign and local governments, foreign 
currency exchange rate fluctuations, inflation, the economic 
environment of the airline industry, the general economic environment, 
and other factors discussed herein.



                   PART II.  OTHER INFORMATION
                   ---------------------------

Item 1.  Legal Proceedings.
------   -----------------

GEC-Marconi Claim.  --  As reported in the Form 10-Q filing for
United Air Lines, Inc. ("United") for the quarter ended June 30,
1997, United filed suit on April 4, 1996 in the Circuit Court of
Cook County, Illinois, Law Division, against GEC-Marconi Inflight
Systems Overseas, Ltd. ("GMIS"), its Boeing 777 inseat video
vendor, claiming breach of contract for GMIS's failure to deliver
the contracted product in the specified time frame, and seeking
monetary and injunctive relief.  United also named in the suit
GEC-Marconi Inflight Systems, Inc. ("GMIS, Inc."), its 777 video
maintenance provider, seeking declaratory relief on the
maintenance contract.  

     On July 19, 1996 GMIS and GMIS, Inc. filed a counterclaim 
against United seeking in excess of $240 million for various 
alleged breaches of contract by United, plus consequential damages 
and attorney's fees and costs, relating to the same product purchase 
agreement (which, in addition, included a Boeing 747 and 767 retrofit 
order that United terminated on April 4, 1996) and maintenance service 
agreement which form the basis of United's complaint, as well as an 
alleged June 1996 "agreement" that had been the subject of negotiations 
between the parties, but was never signed by United regarding interim
arrangements between the parties.  GMIS and GMIS, Inc. also sought
injunctive relief to enforce the alleged "agreement" and prevent
United from obtaining substitute goods from other vendors.  


     On December 23, 1996, United filed an amended complaint, and 
GMIS filed an amended counterclaim on December 31, 1996.  The 
parties exchanged preliminary discovery documents.  Each party 
subsequently filed a motion to dismiss the respective amended complaint 
and counterclaim.  The court heard oral arguments on both motions to
dismiss.

     On May 12, 1997, GMIS and GMIS, Inc. filed suit in the U.S.
District Court for the Northern District of Illinois against
United claiming copyright infringement, misappropriation of trade
secrets and unfair competition as a result of United's alleged
unlawful copying of certain cable drawings which it then provided
to a cable manufacturer.  The complaint seeks injunctive relief
(including the return of any proprietary information), actual,
exemplary and punitive damages and attorneys fees.  The parties 
then engaged in comprehensive settlement negotiations.

     On September 2, 1997, the parties to the state action and
the federal action entered into a comprehensive settlement
agreement, resulting in the dismissal of both the state and
federal actions, and a release of all claims against the parties
to the actions.  The lawsuits have been terminated.



Item 6.  Exhibits and Reports on Form 8-K.
------   --------------------------------     

         (a) Exhibits
     
             A list of exhibits included as part of this Form 10-Q is
             set forth in an Exhibit Index which immediately precedes
             such exhibits.
     
         (b) No reports on Form 8-K have been filed during the third
             quarter of 1997.
     
     

SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                   UNITED AIR LINES, INC.


                                   By:  /s/ Douglas A. Hacker
                                        ---------------------
                                        Douglas A. Hacker
                                        Senior Vice President
                                        and Chief Financial
                                        Officer (principal financial
                                        officer)


                                   By:  /s/ Frederic F. Brace
                                        ---------------------
                                        Frederic F. Brace
                                        Vice President - Financial
                                        Analysis and Controller (principal
                                        accounting officer)



Dated:  November 6, 1997




                          Exhibit Index
                          -------------


Exhibit No.                  Description
----------                   -----------

12.1           Computation of Ratio of Earnings to Fixed Charges.

27             Financial Data Schedule.