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

                  Supplemental Agreement No. 9     

                               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 12 day
of July 1996, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and UNITED AIR LINES,
INC., a Delaware corporation (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] 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;

[*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]
     
     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.

     Agreement No.                 Subject
     -------------                 -------
     6-1162-DLJ-891R4        Certain Contractual Matters
     
2.  Article 2, entitled Delivery of Aircraft; Title and Risk of
Loss, paragraph 2.1 is hereby deleted in its entirety and
replaced with the new paragraph 2.1 contained in Attachment 1
hereto, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

3.  Article 5, entitled Payment, paragraph 5.1, entitled Advance
Payment Base Price, is hereby deleted and replaced with the new
paragraph 5.1 contained in Attachment 2 hereto, which includes
the Advance Payment Base Prices for the [*CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


P.A. No. 1670             SA 9-2


4.  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.

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

5.  Buyer agrees that the invoices for the [*CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] pursuant to paragraph No. 13 of Letter Agreement No. 
6-1162-TML-1205.
             
                          
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

                         
P.A. No. 1670             SA 9-3

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

P.A. No. 1670             SA 9-4


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

9.  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. O. Hunt              By: /s/ Douglas A. Hacker
    --------------                  ---------------------

Its:  Attorney in Fact          Its:  Senior Vice President
      ----------------                ---------------------
                                      Chief Financial Officer
                                      -----------------------

P.A. No. 1670             SA 9-5

Attachment 1 to
Supplemental Agreement No. 9

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:

                                Quantity of
Month and Year of Delivery       Aircraft           Status
                                               {as of S.A. No. 9}

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

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

June 1994*                      One (1)             S.A. #5 Delivered
July 1994*                      One (1)             S.A. #5 Delivered

May 1996*                       One (1)             Firm S.A. #6
June 1996*                      One (1)             Firm S.A. #6


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

P.A. No. 1670               1-1

Attachment 1 to
Supplemental Agreement No. 9 

[*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.


P.A. No. 1670               1-2

Attachment 2 to
Supplemental Agreement No. 9


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             [*CONFIDENTIAL MATERIAL OMITTED
October 1992            AND FILED SEPARATELY WITH
December 1992           THE SECURITIES AND EXCHANGE
                        COMMISSION PURSUANT TO A REQUEST
April 1993              FOR CONFIDENTIAL TREATMENT]
August 1993
November 1993

June 1994
July 1994

May 1996
June 1996
June 1996

[*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]

P.A. No. 1670               2-1

Attachment 2 to
Supplemental Agreement No. 9


[*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.'

P.A. No. 1670               2-2

Supplemental Agreement No. 9


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


P.A. No. 1670               2-1

Supplemental Agreement No. 9


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

P.A. No. 1670               2-2