EXHIBIT 10.28

                              Boeing Commercial Airplane Group
                              P.O. Box 3707
                              Seattle, WA  98124-2207


               February 22, 1995
               6-1171-FT-831


               United Air Lines, Inc.
               Flight Center
               32nd & Quebec Street
               Denver, Colorado  80207

               Facsimile:    415-634-7388

               Attention:    Captain Stephen Forte
                             Flight Manager
                             B757/B767/B777
               
               Facsimile:    708-952-4683

               cc:           Mr. Chick McErlean
                             Senior Attorney
               
               Facsimile:    415-634-7388
               
               cc:           Mr. W. C. Ceresa
                             Manager
                             Maintenance, Warranty and Contracts San
                             Francisco International Airport

               
                Subject: *     CONFIDENTIAL MATERIAL OMITTED AND
                FILED SEPARATELY WITH THE SECURITIES
                AND EXCHANGE COMMISSION PURSUANT TO A
                REQUEST FOR CONFIDENTIAL TREATMENT
     
               Dear Captain Forte:

               In response to your request, The Boeing Company
               (Boeing) is pleased to offer to provide to United Air
               Lines, Inc. (Buyer) the following flight training
               services:

               
               * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION
                 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     United Air Lines, Inc.
     6-1171-FT-831
     Page 2
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1171-FT-831
     Page 3
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1171-FT-831
     Page 4
     
     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     United Air Lines, Inc.
     6-1171-FT-831
     Page 5

     
     
     
     * CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
       WITH THE SECURITIES AND EXCHANGE COMMISSION
       PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
     
     
     
     
          
          
          Article 7.     Right to Stop Work.
          
                     Boeing will not be required to begin or continue
          providing services if:
          
              7.1    there is a labor dispute or work stoppage in
          progress, or
          
              7.2    there exist conditions that are dangerous
          to the safety or health of the Boeing employees.
          
          Article 8.     Excusable Delays.
          
              Boeing will not be liable for any delay resulting from any
          cause beyond Boeing's control.
          
          Article 9.     Assignment.
          
              Boeing may assign all or any part of its rights and
          obligations under this Agreement to any wholly owned
          subsidiary of Booing.
          
          Article 10.    Order of Precedence.
          
              The provisions of this Agreement will not be revised in
          any manner by any provision of any purchase order which Buyer
          may choose to issue in connection with this Agreement
          
          ARTICLE 11.    GOVERNING LAW.
          
              THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE
          OF WASHINGTON, U.S.A. EXCLUSIVE OF WASHINGTON'S CONFLICT OF
          LAWS RULES.
          
          United Air Lines, Inc.
          6-1171-FT-831
          Page 6
          
          Article 12.    Negotiated Agreement.
          
          This Agreement, including the Indemnification and the
          Exclusion of Liabilities has been the subject of
          discussion, and negotiation and is fully understood by the
          parties, and the price of the Services and the other mutual
          agreements of the parties set forth in this Agreement were
          arrived at in consideration of such provisions.
          
          Please accept this offer by signing one (1) copy and
          returning same to the undersigned at facsimile No.
          206-237-1706 on or before February 22, 1995, the date on
          which this offer will otherwise expire.
          
          Very truly yours,
          
          THE BOEING COMPANY
          
          BY /s/W.R. Lyle
          W. R. Lyle
          Contracts Manager
          Aircraft Support
          Mail Stop 76-66
          ACCEPTED AND AGREED TO this

          date:  February 23, 1995.

          

          UNITED AIR LINES, INC.

          
          
          BY /s/Stuart Oran
          
          ITS Executive Vice President-Corporate 
              Affairs & General Counsel