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


                         AMENDMENT NO. 6

                 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. 6 (hereinafter referred to as the 'Amendment')
is entered into as of January 31, 1997, 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 and
certain Airbus Industrie A320-200 model 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.
Amendment No. 5 to the Agreement was signed on August 22, 1996.

WHEREAS, the Buyer and the Seller agree to amend Subparagraph 8.1
of Letter Agreement No. 4 to the Agreement.

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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:

I.  FLIGHT CREW TRAINING CREDITS
    ----------------------------

    Subparagraph 8.1 of Letter Agreement No. 4 to the Agreement
    is hereby amended by the addition of the following sentence
    at the end of such subparagraph.

    QUOTE

    The Seller also agrees to make available to the Buyer, at
    Buyer's option, [*CONFIDENTIAL MATERIAL OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for flight
    crew training on the A319 aircraft to be purchased by the
    Buyer under the terms of the A319 Purchase Agreement between
    the Buyer and the Seller and dated as of August 22, 1996.

    UNQUOTE

2.  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.

3.  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 reasonable 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 3
will survive any termination of this Amendment.

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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,                         Agreed and Accepted,

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


By:   /s/ Douglas A. Hacker                  By:  /s/ Michele Lascaux

Its:  Senior Vice President and              Its:  Director Contracts
      Chief Financial Officer


Date:  January 31, 1997                      Date:  January 31, 1997

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