Letter Agreement to Purchase Agreement No. 1670 - United Air Lines Inc. and The Boeing Co.


6-1162-MMF-084

United Air Lines, Inc.
P.O. Box 66100
Chicago, IL 60666

Subject:      Letter Agreement No. 6-1162-MMF-084 to
Purchase Agreement   No. 1670 - [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]

Ladies and Gentlemen:

Reference is made to Purchase Agreement No. 1670 as
amended and supplemented, including all letter
agreements thereto, 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 new Boeing model 747-400 aircraft.

This letter agreement (Letter Agreement), when accepted
by Buyer, 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 meaning as
in the Purchase Agreement.  If there is any
inconsistency between the terms of this Letter
Agreement and the Purchase Agreement, the terms of this
Letter Agreement will govern.

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

       WHEREAS, Supplemental Agreement No. 6 to the
Purchase Agreement, which Buyer and Seller are
simultaneously signing and delivering, effects the
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] and acceleration
of the delivery of two (2) new Boeing model 747-400 to
May and June 1996 (1996 747-400), and

       WHEREAS, in consideration of the purchase of the
two (2) new 1996 747-400s by Buyer and Buyer's desire
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] as discussed
herein in paragraph 1 below, for each 747-400
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] in Supplemental
Agreement No. 6 to the Purchase Agreement,

       NOW, THEREFORE, in consideration of the
foregoing premises and the agreements hereinafter set
forth, the parties hereto agree as follows:







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





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























5.     This Letter Agreement contains the entire
agreement of the parties with respect to the subject
matter hereof and supersedes any previous proposals,
understandings, commitments or representations
whatsoever, oral or written.  This Letter Agreement
shall not be varied except by written agreement of the
same or subsequent date signed on behalf of Buyer and
Boeing by their respective duly authorized
representatives.

If the foregoing correctly sets forth your
understanding of our agreement with respect to the
matters addressed above, please indicate your
acceptance and approval below.

Very truly yours,

THE BOEING COMPANY



By /s/ M. Monica Fix
Its Attorney in Fact


ACCEPTED AND AGREED TO this

Date:  April 13, 1995

UNITED AIR LINES, INC.


By /s/ Douglas A. Hacker
Its Senior Vice President - Finance