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


                   Supplemental Agreement No. 6

                                to

                    Purchase Agreement No. 1670

                              between

                        THE BOEING COMPANY

                                and

                      UNITED AIR LINES, INC.

             Relating to Boeing Model 747-422 Aircraft

       THIS SUPPLEMENTAL AGREEMENT, entered into as of the 13th
day of April 1995, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation, and UNITED WORLDWIDE CORPORATION
(collectively hereinafter called Buyer);

                       W I T N E S S E T H:

       WHEREAS, the parties entered into that certain Purchase
Agreement No. 1670, dated as of December 18, 1990, relating to the
purchase and sale of Boeing Model 747-422 aircraft (hereinafter
referred to as ' The Aircraft', or the 'Firm Aircraft',
'[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft' or the 'Option Aircraft', as
such capitalized terms, and any other capitalized terms used
herein, unless otherwise specifically defined herein, are defined
in the 'Purchase Agreement' (as such term is defined below)), which
agreement, as amended and supplemented, together with all exhibits,
specifications and letter agreements related or attached thereto,
is hereinafter called the 'Purchase Agreement' and;

       WHEREAS, Buyer wishes to [*CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and accelerate
the delivery of two (2) [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] 747 Aircraft;

       NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree to amend the Purchase
Agreement as follows:


1.     The following Letter Agreement is executed contemporaneously
with this Supplemental Agreement and is attached hereto and is part
of this Supplemental Agreement.

       Agreement No.        Subject
       6-1162-DLJ-891R2     [*CONFIDENTIAL MATERIAL OMITTED AND FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A 
REQUEST FOR CONFIDENTIAL TREATMENT]

2.     The parties hereby agree to Buyer's [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of two
(2) [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] 747 Aircraft which are currently scheduled
for delivery in February 1997 and May 1997, respectively; and the
parties hereby concurrently agree to the acceleration of the
scheduled delivery months of these two (2) [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 747
Aircraft to May 1996 and June 1996, respectively.  Article 2,
entitled Delivery of Aircraft; Title and Risk of Loss, paragraph
2.1 is hereby deleted in its entirety and replaced with a new
paragraph 2.1 which reflects February and May 1997 Aircraft
accelerating to May and June 1996.  Such revised paragraph is
attached hereto as Attachment 1 and incorporated into the Purchase
Agreement by this reference.

3.     Article 5, entitled Payment, paragraph 5.1, entitled Advance
Payment Base Price, is hereby deleted and replaced with a new
paragraph 5.1, which reflects the revised Advance Payment Base
Price for the May and June 1996 Aircraft. Such revised paragraph is
attached hereto as Attachment 2 and incorporated into the Purchase
Agreement by this reference.

4.     Letter Agreement 1670-5 entitled Option Aircraft is revised
by deleting in its entirety paragraph 5 entitled Option Exercise
and substituting a new paragraph 5 to [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  .
Such new paragraph is attached hereto as Attachment 3 and
incorporated into the Purchase Agreement by this reference.

5.     Letter Agreement 6-1162-DLJ-891R1 entitled [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] is hereby deleted in its entirety and replaced with a
new Letter Agreement 6-1162-DLJ-891R2.  Such new letter agreement
reflects changes to 1) paragraph 11 entitled [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  All other paragraphs carry forward into the new Letter
Agreement unchanged.  Letter Agreement 6-1162-DLJ-891R2 is attached
hereto and incorporated into the Purchase Agreement by this
reference.


6.     The following 'Months to be Utilized in Determining the
Value of H & W' are hereby added to the table on page 3 of Exhibit
D, entitled Price Adjustment due to Economic Fluctuations.

       Month of Scheduled
       Aircraft Delivery as Set    Months to be Utilized
       Forth in Article 2.1 of     Determining the Value
       the Agreement               of H & W

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

7.     This paragraph is intentionally deleted and not used.


8.     Buyer agrees that the invoice for each of the 747 Aircraft
in this Supplemental Agreement will contain a One Hundred and Eight
Thousand Dollars ($108,000) charge pursuant to paragraph No. 13 of
Letter Agreement No. 6-1162-TML-1205.


9.     Boeing agrees to [*CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to paragraph 7 of
Letter Agreement No. 6-1162-TML-1205 in the [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] at the
time Buyer takes delivery of the two (2) rescheduled Converted 747
Aircraft that are the subject of this 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]



12.    This Supplemental Agreement is subject to the
confidentiality provisions of Letter Agreement 6-1162-DLJ-886.


13.    The Purchase Agreement shall be deemed amended to the extent
herein provided and as amended shall continue in full force and
effect.

EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY                UNITED AIR LINES, INC.


By:/s/ M. Monica Fix               By: /s/ Douglas A. Hacker
Its: Attorney in Fact              Its: Senior Vice President - Finance


                                  UNITED WORLDWIDE CORPORATION

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



Attachment 1 to 
Supplemental Agreement No. 6


ARTICLE 2.    Delivery of Aircraft; Title and Risk of Loss.

       2.1    Time of Delivery.  Each Aircraft shall be
delivered to Buyer assembled and ready for flight, and Buyer
shall accept delivery of such Aircraft, during or, if
mutually agreed, before the months set forth in the
following schedule:

       Month and Year
       of Delivery          Quantity of Aircraft

       August 1992                One (1)
       October 1992               One (1)
       December 1992              One (1)

       April 1993                 Two (2)
       June 1993                  One (1)
       August 1993                One (1)

       June 1994*                 One (1)
       July 1994*                 One (1)

       May 1996*                  One (1)
       June 1996*                 One (1)
       June 1996                  One (1)
       August 1996                One (1)

       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)

       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)

       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)
       [*CONF.TREAT.REQ.]         One (1)

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


If Boeing gives Buyer at least ten (10) days' advance notice
of the delivery date for an Aircraft, and delivery is
delayed beyond such date due to Buyer's fault or
responsibility, Buyer shall promptly reimburse Boeing for
all costs and expenses incurred by Boeing as a result of
such delay, including but not limited to reasonable amounts
for storage, insurance, taxes, preservation or protection of
the Aircraft, and interest on payments due.

Attachment 2 to
Supplemental Agreement No. 6


ARTICLE 5.    Payment.

       5.1    Advance Payment Base Price.  The advance
payment base price of each Aircraft, depending on the month
and year of scheduled delivery, is indicated below:

       Month and Year of        Advance Payment Base
       Scheduled Delivery       Price per Aircraft

       August 1992                  [*CONF.TREAT.REQ.]
       October 1992                 [*CONF.TREAT.REQ.]
       December 1992                [*CONF.TREAT.REQ.]

       April 1993                   [*CONF.TREAT.REQ.]
       August 1993                  [*CONF.TREAT.REQ.]
       November 1993                [*CONF.TREAT.REQ.]

       June 1994 *                  [*CONF.TREAT.REQ.]
       July 1994 *                  [*CONF.TREAT.REQ.]

       May 1996 *                   [*CONF.TREAT.REQ.]
       June 1996 *                  [*CONF.TREAT.REQ.]
       June 1996                    [*CONF.TREAT.REQ.]
       August 1996                  [*CONF.TREAT.REQ.]







       [*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]


Such advance payment base prices will be used to determine
the amount of the first advance payment to be made by Buyer
on each Aircraft pursuant to the provisions of Article 5.2.
The advance payment base prices of each Aircraft has been
established using currently available forecasts of the
escalation factors used by Boeing and applicable to the
scheduled month and year of Aircraft delivery.  The advance
payment base prices will be further increased or decreased
by Boeing not later than twenty-five (25) months prior to
the scheduled month of delivery, as required to reflect the
effects of the then-current forecasted escalation factors
used by Boeing in accordance with Exhibit D.  The advance
payment base price of each Aircraft, including any
adjustments made thereto, as contemplated herein, is
referred to as the 'Advance Payment Base Price.'

Attachment 3 to
Supplemental Agreement No. 6


Letter Agreement No. 1670-5

Paragraph 5   Option Exercise

       5.1    In the event Buyer elects to purchase an Option
Aircraft under the provisions contained herein Buyer shall
exercise its option by giving written or telegraphic notice to
Boeing of such election and specifying the month and year of
delivery of such Option Aircraft on or before [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]prior to the first day of the scheduled delivery
month of such Option Aircraft.