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


                         Amendment No. 2

                 TO THE A320 PURCHASE AGREEMENT

                             between

                       AVSA, S. A. R. L.,

                                
                               and
                                
                     UNITED AIR LINES, INC.

This   Amendment   No.  2  (hereinafter  referred   to   as   the
'Amendment'),  is  entered into as of  April  22,  1994,  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  (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 and Letter Agreements attached thereto, and as amended
by  Amendment  No.  1,  dated November 24, 1993,  is  hereinafter
called  the 'Agreement'), which Agreement relates to the sale  by
the  Seller  and  the  purchase by the Buyer  of  certain  Airbus
Industrie A320-200 model aircraft (the 'Aircraft').


     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.


Whereas, capitalized terms used herein and not otherwise  defined
in  this Amendment shall have the meaning assigned to them in the
Agreement.  The terms 'herein,' 'hereof,' 'hereunder'  and  words
of similar import refer to this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:



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1.   Letter Agreement No. 9 to the Agreement

     Letter Agreement No. 9 to the Agreement shall be amended  as
     follows:

1.1  The  first  paragraph of Paragraph 3 shall  be  deleted  and
     replaced by the following paragraph:

QUOTE

     
     
     
     
     
     
     
     
     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.
     
     
     
     
     
     
     
     
     
     

       UNQUOTE

1.2  Subparagraph  4.3 shall be amended by adding  the  following
     sentence at the end thereof:

     QUOTE


     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.


     UNQUOTE




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1.3  The  second  paragraph of Paragraph 5 shall be  deleted  and
     replaced by the following paragraph:

     QUOTE

     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.


     UNQUOTE

1.4  Subparagraph  7.2  shall  be deleted  and  replaced  by  the
     following:

     QUOTE

     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.

     

     UNQUOTE

1.5  Paragraph  8  shall  be  amended  by  adding  the  following
     sentence at the end of the first paragraph thereof:

     QUOTE
     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.
     UNQUOTE

2.   Exhibit D to Letter Agreement No.8

     Exhibit D to Letter Agreement No. 8 to the Agreement,  shall
     be  amended  by adding a sentence at the end thereof,  which
     shall read as follows:

     QUOTE

     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.

UAL    A320                  Amdt. 2-3

     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.
     UNQUOTE

3.   EFFECT OF AMENDMENT

     The  Agreement shall be deemed amended to the extent  herein
     provided, and, except as specifically amended hereby,  shall
     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  shall
     include their employees, agents and advisors) shall 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 shall use its best efforts to limit the
     disclosure  of the contents of this Amendment to the  extent
     legally permissible in any filinq required to be made by the
     Buyer  with  any  governmental agency and  shall  make  such
     applications   as  shall  be  necessary  to  implement   the
     foregoing.   The  Buyer and Seller shall 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 shall 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  shall
     survive any termination of this Amendment.

















UAL - A320                     Amdt. 2-4

          
          
          
          IN  WITNESS  WHEREOF,  the parties hereto  have  caused  this
Amendment to be executed in triplicate (each triplicate shall be deemed
an  original)  as  of  the  date first above  written,  whereupon  this
Amendment shall constitute part of the Agreement.



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


By:   /s/  Douglas A. Hacker         By:   /s/ Christophe Mourey


Its: Sr. Vice President - Finance    Its: AVSA Chief Executive Officer


































UAL - A320                   Amdt. 2-5





        Attachment No. 1 to Amendment No. 2 to the Agreement





     CONFIDENTIAL MATERIAL OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND
     EXCHANGE COMMISSION PURSUANT TO A
     REQUEST FOR CONFIDENTIAL TREATMENT.






































UAL - A320                   Amdt. 2-6