Letter Agreement to Purchase Agreement No. 1663 - United Air Lines Inc. and The Boeing Co.


     6-1162-JCM-500
     
     United Air Lines, Inc.
     Executive Offices
     P. 0. Box 66100
     Chicago, IL 60666-0100
     
     
     Subject:  Letter Agreement No. 6-1162-JCM-500 to
     Purchase Agreement No. 1663 -
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     Gentlemen:
     
     Reference is made to Purchase Agreement No. 1663 dated
     as of December 18, 1990 (the Purchase Agreement)
     between The Boeing Company (Boeing) and United Air
     Lines, Inc. (Buyer) relating to the sale by Boeing and
     the purchase by Buyer of thirty-four (34) Model 777-222
     aircraft (hereinafter referred to generally as the
     Aircraft).
     
     Reference is also made to Letter Agreement 6-1162-DLJ-
     935 to Purchase Agreement No. 1663 (entitled 'Early
     Approval of One Hundred Eighty (180) Minutes Extended
     Range Operations with Two-Engine Aircraft').
     
     This Letter Agreement will become part of the Purchase
     Agreement and will evidence our further agreement with
     respect to the matters set forth below.
     
     All terms used herein and in the Purchase Agreement,
     and not defined herein, shall have the same meanings as
     in the Purchase Agreement.
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 2
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 3
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 4
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, inc.
     6-1162-JCM-500
     Page 5
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 6
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 7
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 8
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 9
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 10
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 11
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 12
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 13
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 14
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 15
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 16
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 17
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 18
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 19
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 20
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 21
     
     
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     8.   Confidentiality
     
     8.1  In accordance with Letter Agreement No. 6-1162-DLJ-
     832, the terms and conditions of this Letter Agreement
     are and will remain strictly confidential between
     Boeing and Buyer and will not under any circumstances
     be disclosed by either party to any third party
     (except, as reasonably necessary, to its respective
     employees and professional advisers, and to Boeing's
     insurers in connection with the insurance described in
     paragraph 7.3 above and to the Federal Aviation
     Administration) without the prior written
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 22
     
     
     consent of the other party, such consent not to be
     unreasonably withheld.
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     United Air Lines, Inc.
     6-1162-JCM-500
     Page 23
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     
     
     
     
     
     If the foregoing correctly sets forth your
     understanding of our agreement with respect to the
     matters treated above, please indicate your acceptance
     and approval below.
     
     Very truly yours,
     
     THE BOEING COMPANY
     
     
     
     By /s/ Joseph Mc Aleer
     
     Its Attorney-in-Fact
     
     
     ACCEPTED AND AGREED TO as of

     the 9th day of December, 1994.

     UNITED AIR LINES, INC.

     

     By /s/ D. Hacker

     Its Senior Vice President-Finance