A320 Purchase Agreement - AVSA SARL and United Air Lines Inc.


                         AMENDMENT NO. 5
                                
                 TO THE A320 PURCHASE AGREEMENT
                   dated as of August 10, 1992
                                
                             between
                                
                         AVSA, S.A.R.L.
                                
                               and
                                
                     UNITED AIR LINES, INC.


This Amendment No. 5 (hereinafter referred to as the 'Amendment')
is  entered into as of August 22, 1996, by and between AVSA,
S.A.R.L., a societe a responsabilite limitee organized and
existing under the laws of the Republic of France, having its
registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac (France) (hereinafter referred to as the 'Seller'),
and UNITED AIR LINES, INC., a corporation organized and existing
under the laws of the State of Delaware, United States of
America, having its principal corporate offices located at 1200
East Algonquin Road, Elk Grove Village, Illinois 60007
(hereinafter referred to as the 'Buyer').

                           WITNESSETH:

WHEREAS,  the  Buyer  and the Seller have entered  into  an  A320
Purchase Agreement, dated as of August 10, 1992 (which agreement,
as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements, and Amendments attached thereto is
hereinafter called the 'Agreement'), which Agreement relates to
the  sale by the Seller and the purchase by the Buyer of  certain
firmly  ordered Airbus Industrie A320-200  model  aircraft (the
'Aircraft') and certain Airbus Industrie A320-200 model option
aircraft (the  'Option  Aircraft').  Amendment No. 1 to the
Agreement was signed on November 24, 1993.  Amendment No. 2 to
the Agreement was signed on April 22, 1994.  Amendment No. 3 to
the Agreement was signed on March 31, 1995.  Amendment No. 4 to
the Agreement was signed on November 27, 1995.

United-A319-10 August 22, 1996
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WHEREAS,  the  Buyer and the Seller agree to amend Subclause  9.1
and 21.1 of the Agreement.

WHEREAS, capitalized terms used herein and not otherwise defined
in this Amendment will have the meaning assigned to them in the
Agreement.  The terms 'herein,' 'hereof,' and  'hereunder' and
words of similar import refer to this Amendment.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.   DELIVERY
     --------

     Subclause 9.1 of the Agreement is hereby superseded and amended to 
     read as follows:

     QUOTE

     Firm Aircraft No.                Month of Delivery
     ----------------                 -----------------
           1                          November     1993
           2                          November     1993
           3                          December     1993
           4                          December     1993
           5                          December     1993
           
           6                          January      1994
           7                          February     1994
           8                          March        1994
           9                          March        1994
           10                         April        1994
           11                         April        1994
           12                         June         1994
           13                         June         1994
           14                         July         1994
           15                         September    1994
           16                         September    1994
           17                         September    1994
           18                         October      1994
           19                         November     1994
           20                         December     1994
           21                         December     1994

           22                         January      1995
           23                         February     1995
           24                         February     1995

United-A319-10 August 22, 1996
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     Firm Aircraft No.                Month of Delivery
     ----------------                 -----------------

           25                         March        1995
           26                         March        1995
           27                         April        1995
           28                         May          1995
           29                         June         1995
           
           30                         February     1996
           31                         March        1996
           32                         May          1996
[*CONFIDENTIAL MATERIAL               [*CONFIDENTIAL MATERIAL
OMITTED AND FILED                     OMITTED AND FILED
SEPARATELY WITH THE                   SEPARATELY WITH THE
SECURITIES AND EXCHANGE               SECURITIES AND EXCHANGE
COMMISSION PURSUANT                   COMMISSION PURSUANT 
TO A REQUEST FOR                      TO A REQUEST FOR
CONFIDENTIAL TREATMENT]               CONFIDENTIAL TREATMENT]

UNQUOTE

United-A319-10 August 22, 1996
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2.   TERMINATION FOR CERTAIN EVENTS
     ------------------------------

     Subclause 21.1(3) of the Agreement is hereby superseded  and
     amended to read as follows:

     QUOTE
     
     (3)  An  action is commenced against the Buyer seeking
          issuance of a warrant of attachment, execution,
          distraint or similar process against all or
          substantially all of its assets and such action is not
          dismissed within thirty (30) days.
     
     UNQUOTE
     
3.   EFFECT OF AMENDMENT
     -------------------

      The  Agreement  will be deemed amended to the extent
     herein provided, and, except as specifically amended hereby,
     will  continue  in full force and effect in accordance with
     its original terms.

4.   CONFIDENTIALITY
     ---------------

      Subject to any legal or governmental requirements of
     disclosure, the parties (which for this purpose will include
     their employees, agents and advisors) will maintain strictly
     confidential the terms and conditions of this Amendment  and
     any information, reports or other data furnished hereunder
     or in connection with the negotiation of this Amendment
     without limiting the generality of the foregoing.  The Buyer
     will  use  its best efforts to limit the disclosure of the
     contents of this Amendment to the extent legally permissible
     in any filing  required to be made by the Buyer with any
     governmental agency and will make such applications as will
     be necessary to implement the foregoing.  The Buyer and the
     Seller will consult with each other prior to the making of
     any public disclosure or filing permitted hereunder of this
     Amendment or the terms and conditions hereof.  Each  party
     will inform the other of receipt of any legal demand,
     whether by subpoena, discovery request or otherwise, for
     disclosure of this Amendment or its contents.  The
     provisions of this Paragraph 4 will survive any termination
     of this Amendment.

United-A319-10 August 22, 1996
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If  the  foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.


Agreed and Accepted,

UNITED AIR LINES, INC.              AVSA, S.A.R.L.


By:  /s/ Douglas A. Hacker          By:  /s/ Christophe Mourey
     ---------------------               ---------------------
     Douglas A. Hacker                   Christophe Mourey
Its:  Senior Vice President and     Its:  Chief Executive Officer
      Chief Financial Officer

Date:                              Date:  August 12, 1996
     ---------------------                --------------------

United-A320                      AM5-3