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


6-1162-DLJ-891R3

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

Subject:           Letter Agreement No. 6-1162-DLJ-891R3
                   to Purchase Agreement No. 1670 -
                   [*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. 1670 dated as of even
date herewith (the Purchase Agreement) between The Boeing Company
(Boeing), United Air Lines, Inc. (United) and United Worldwide
Corporation (Worldwide), relating to the sale by Boeing and the
purchase by United and Worldwide (collectively the Buyer) of
thirty-three (33) Model 747-422 aircraft (hereinafter referred to
as the Aircraft).

Further reference is made to Letter Agreement 1670-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase thirty (30) Model 747-422 option
aircraft (the Option Aircraft).

This letter, when accepted by Buyer contemporaneously with the
execution of the Purchase 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 meaning as in the Purchase
Agreement.

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


P.A. No. 1670                S/A 8
K/UAL

United Air Lines, Inc.
6-1162-DLJ-891R3  Page 2



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

          In consideration of Buyer's purchase of thirty-four
(34) Model 777 aircraft under Purchase Agreement [*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]

          In consideration of Buyer's purchase of thirty-four
(34) Model 777 aircraft under Purchase Agreement [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]

     Escalation of Credit Memoranda.
     ------------------------------

     The actual amount of the credit memoranda to be provided
pursuant to paragraph 1 above shall be determined by escalating
the base amount of such credit by application of the airframe
escalation provisions described in Exhibit D of the Purchase
Agreement and Attachment A to Letter Agreement 1670-5 or such
Airframe escalation provisions as are applicable to the Option
Aircraft, as such credits are applicable to the Firm Aircraft or
Option Aircraft for which such respective credit is issued.

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



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United Air Lines, Inc.
6-1162-DLJ-891R3  Page 3


     
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
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United Air Lines, Inc.
6-1162-DLJ-891R3  Page 4


[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] is paid in full at a fluctuating rate per
annum equal to one percent (1%) plus the rate of interest
announced publicly by Citibank, N.A., New York as its base rate,
from time to time, as such bank's base rate may change, each
change in such fluctuating rate to take place simultaneously with
the corresponding change in such base rate, calculated on the
basis of a year of 365/366 days for the actual number of days
elapsed.  If Boeing elects option (ii) above, Buyer shall pay to
Boeing [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and interest due thereon, on the date of
delivery of each Aircraft to which [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing shall issue a credit memorandum to Buyer in the amount
equal to the accrued interest on deferred advance payments
[*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]

     Program Changes.
     ---------------

     Article 7.2 entitled Program Changes of the Purchase
Agreement is hereby deleted in its entirety.

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


P.A. No. 1670                S/A 8
K/UAL

United Air Lines, Inc.
6-1162-DLJ-891R3  Page 5

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

     Changes to Performance Guarantees.
     ---------------------------------

     Boeing may adjust, change or modify performance guarantees
set forth in Letter Agreement 6-1162-DLJ-860 without Buyer's
consent with respect to the Aircraft referred to in Article 2, as
specifically permitted by Letter Agreement 6-1162-DLJ-860 and by
Article 7.2 as modified by paragraph 7 of this Letter Agreement;
[*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]

     
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United Air Lines, Inc.
6-1162-DLJ-891R3  Page 6

     

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


     
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K/UAL

United Air Lines, Inc.
6-1162-DLJ-891R3  Page 7

12.  Non-Disclosure.
     --------------

     The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential.  The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, disclose
such information to any other person except as may be required by
(i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of
Article 11.2 of the Purchase Agreement.  In connection with any
such disclosure or filing of such information pursuant to any
applicable law or governmental regulations; Buyer shall request
and use its best reasonable efforts to obtain confidential
treatment of such information.  Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment.  In fulfilling its obligations under this paragraph
11, the parties shall only be required to use the same degree of
care to prevent unauthorized disclosure and use of the
information contained in this Letter Agreement as they would use
to prevent the disclosure and use of its own commercial and
financial information of the same or similar nature and which it
considers proprietary or confidential.

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/ M. Monica Fix
   -----------------
Its Attorney in Fact


ACCEPTED AND AGREED TO this
Date: May 30, 1996

UNITED AIR LINES, INC.


By /s/ Douglas A. Hacker
   ---------------------
Its Senior Vice President and
    Chief Financial Officer


P.A. No. 1670                S/A 8
K/UAL