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


                          AMENDMENT No. 3

                 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. 3 (hereinafter referred to as the 'Amendment')
is entered into as of March _, 1995, 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 1 was signed
November 24, 1993.  Amendment 2 was signed April 22, 1994.

WHEREAS, the Buyer and the Seller agree to amend the Agreement by
[*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,' and 'hereunder' and
words of similar import refer to this Amendment.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

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


     Option Aircraft No.           Month of Delivery

            1                      [*CONF.TREAT.REQ.]
            2                      [*CONF.TREAT.REQ.]
            3                      [*CONF.TREAT.REQ.]
            4                      [*CONF.TREAT.REQ.]
            5                      [*CONF.TREAT.REQ.]
            6                      [*CONF.TREAT.REQ.]
            7                      [*CONF.TREAT.REQ.]
            8                      [*CONF.TREAT.REQ.]
            9                      [*CONF.TREAT.REQ.]
           10                      [*CONF.TREAT.REQ.]
           11                      [*CONF.TREAT.REQ.]
           12                      [*CONF.TREAT.REQ.]
           13                      [*CONF.TREAT.REQ.]
           14                      [*CONF.TREAT.REQ.]
           15                      [*CONF.TREAT.REQ.]
           16                      [*CONF.TREAT.REQ.]
           17                      [*CONF.TREAT.REQ.]
           18                      [*CONF.TREAT.REQ.]
           19                      [*CONF.TREAT.REQ.]
           20                      [*CONF.TREAT.REQ.]
           21                      [*CONF.TREAT.REQ.]
           22                      [*CONF.TREAT.REQ.]
           23                      [*CONF.TREAT.REQ.]

     Option Aircraft No.           Month of Delivery

           24                      [*CONF.TREAT.REQ.]
           25                      [*CONF.TREAT.REQ.]
           26                      [*CONF.TREAT.REQ.]
           27                      [*CONF.TREAT.REQ.]
           28                      [*CONF.TREAT.REQ.]
           29                      [*CONF.TREAT.REQ.]
           30                      [*CONF.TREAT.REQ.]
           31                      [*CONF.TREAT.REQ.]
           32                      [*CONF.TREAT.REQ.]
           33                      [*CONF.TREAT.REQ.]
           34                      [*CONF.TREAT.REQ.]
           35                      [*CONF.TREAT.REQ.]
           36                      [*CONF.TREAT.REQ.]
           37                      [*CONF.TREAT.REQ.]
           38                      [*CONF.TREAT.REQ.]
           39                      [*CONF.TREAT.REQ.]
           40                      [*CONF.TREAT.REQ.]
           41                      [*CONF.TREAT.REQ.]
           42                      [*CONF.TREAT.REQ.]
           43                      [*CONF.TREAT.REQ.]
           44                      [*CONF.TREAT.REQ.]
           45                      [*CONF.TREAT.REQ.]
           46                      [*CONF.TREAT.REQ.]
           47                      [*CONF.TREAT.REQ.]
           48                      [*CONF.TREAT.REQ.]
           49                      [*CONF.TREAT.REQ.]
           50                      [*CONF.TREAT.REQ.]

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 filing 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 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 shall
     survive any termination of this Amendment.

If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.

Agreed and Accepted,               Yours sincerely,

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



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

Its:  Senior V.P. Finance & CFO    Its:  Chief Executive Officer

Date:  4/28/95                     Date:  

                                                       
                                                       APPENDIX 1




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