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


6-1162-DLJ-891R2


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

Subject:        Letter Agreement No. 6-1162-DLJ-891R2
                to Purchase Agreement No. 1670 -
                Certain Contractual Matters

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 (30) 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]







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







3.  Use or Application of Credit Memoranda.

        Each credit memorandum issued per paragraph 1 above may
be applied by Buyer to the final payment of the purchase price
of the Firm Aircraft or Option Aircraft for which such credit
memorandum was issued or in payment for Boeing proprietary
spare parts or other Boeing goods and services.

4.  Advance Payment Base Price,

        Notwithstanding Articles 5.1 and 5.2 of the Purchase
Agreement and paragraphs 4.1, and 4.2 of Letter Agreement
1670-5, for the sole purpose of calculation of advance
payments, the Advance Payment Base Prices set forth or
determined therein [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] of this Letter
Agreement (the "Alternate Advance Payment Base Price").  The
amounts of such credits and the Alternate Advance Payment Base
Price will be determined at the time advance payment base
prices are determined in accordance with Article 5.1 of the
Purchase Agreement and paragraph 4.1 of Letter Agreement
1670-5.

5.  Alternate Advance Payment Schedule.

        Notwithstanding the Advance Payment Schedules set forth
in Article 5.2 of the Purchase Agreement and paragraph 4.4 of
Letter Agreement No. 1670-5, the following advance payment
schedule is substituted for the schedules detailed in such
Article 5.2 and paragraph 4.4.  All other terms and conditions
of such Article 5.2 and paragraph 4.4 will remain unchanged
except as set forth in paragraph 4 above.

                                       Amount Due or
       Due Date of Payment           Paid per Aircraft






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






Boeing shall defer remaining advance payments due pursuant to
the Advance Payment Schedule set forth in Article 5.2 of the
Purchase Agreement and paragraph 4.4 of Letter Agreement No.
1670-5 from the normal due date of each such payment to the
date of delivery of the respective Aircraft.  Boeing may, at
its sole option select to either (i) permit such deferral
without any interest charged to Buyer or (ii) charge Buyer
interest on the amount of each advance payment deferred,
calculated on the basis of a 365/366 day year from the actual
number of days elapsed form the date each such advance payment
is due to the date such advance payment is paid in full at a
fluctuating rate per annum equal to [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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 such deferred advance
payments and interest due thereon, on the date of delivery of
each Aircraft to which such deferred advance payment applies
and Boeing shall issue a credit memorandum to Buyer in the
amount equal to the accrued interest on deferred advance
payments for each Aircraft upon delivery of such Aircraft to
Buyer.






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






8.  Base Airframe Price [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is increased
by Boeing then to the extent that such increases are not due to
the causes listed below, Boeing will provide at delivery of
each Aircraft a credit memorandum in an amount equal to any
increase above such base airframe price.

        Such causes are:

        (i)    Changes mandated by U.S. Government
requirements.  Any such changes will be program priced so as to
allocate the nonrecurring costs of such changes to the largest
number of aircraft reasonable.

        (ii)   Buyer agreed changes.

        (iii)  Price increases by Boeing's vendors or
subcontractors for airframe components, equipment,
subassemblies or installations installed in the Aircraft.

        If the airframe base price increases are due to any of
the causes listed above, Boeing will provide Buyer with a
listing identifying any increase with respect to such causes.
Any increases resulting from (iii) above will only be to the
extent that such increases are in excess of any recovery
through the airframe escalation provisions of the Purchase
Agreement.  Further, any such increases will be calculated to
include offsets for reduced prices for or deletions of any
other items described in (iii) above.

        (This paragraph shall not apply to any Aircraft after
definitive agreement for Buyer's purchase of such Option
Aircraft.)

9.  Certain Substitution Rights Regarding Greater Seating
Capacity Aircraft.

        If Boeing decides to proceed with the development and
production of a greater capacity aircraft ("Greater Seating
Capacity Aircraft"), than that specified in Exhibit A, then
Buyer may substitute such Greater Capacity Aircraft, subject to
the terms thereof.  Boeing will advise Buyer as soon as
possible of its decision regarding offerability of the Greater
Seating Capacity Aircraft.  If Boeing elects to offer the
Greater Seating Capacity Aircraft, Boeing will issue a proposal
and business offer to Buyer as soon as practicable, specifying
available Greater Seating Capacity Aircraft positions in a
similar time period to the Aircraft.  If Buyer accepts such
proposal and business offer and enters into a definitive
agreement within thirty (30) days thereafter, Buyer may
substitute Greater Seating Capacity Aircraft for the 747-400
Aircraft which is the subject of this Purchase Agreement on a
one-for-one basis.

10.  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 ; provided, however, with respect to
Article 7.2, that Boeing may adjust, change or modify
performance guarantees solely as a result of increases in
weight as compared to the weights specified in the performance
guarantees set forth in Letter Agreement 6-1162-DLJ-860, as
they may be modified from time to time.








[*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]



     
13.  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: April 13, 1995

UNITED AIR LINES, INC.


By /s/ Douglas A. Hacker

Its Senior Vice President - Finance


UNITED WORLDWIDE CORPORATION


By Douglas A. Hacker

Its Senior Vice President