EXHIBIT 10.29
                         UNITED AIRLINES

                                        January 31, 1995

Via facsimile:  206-237-1706

Mr. R. C. Nelson
Regional Director, Aircraft Contracts
Boeing Commercial Airplane Group P.O. Box 3707
Seattle, WA 98124-2207

Re:  (1)  Letter Agreement 6-1162-TML-1205 to Purchase Agreement
          1670 dated December 18, 1990 as amended and supplemented 
          among The Boeing Company and United Air Lines, Inc. 
          and United Worldwide Corporation

     (2)  Boeing Proposal Letters 6-1162-MMF-045 & 6-1162-RCN-
          839 dated January 23, 1995

Gentlemen:

Reference is made to Letter Agreement No. 6-1162-TML-1205 (the
"Letter Agreement") to Purchase Agreement No. 1670 dated December
18, 1990 (as previously amended and supplemented, including all
previously executed letter agreements, the "Purchase Agreement")
among 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 Model 747-400 aircraft;
and reference is made to Boeing Proposal Letters 6-1162-MMF-045
and 6-1162-RCN-839 both dated January 23, 1995 (the "Proposal
Letters").

This letter amendment (this "Letter Amendment"), when accepted by
Buyer, will become part of the Letter Agreement and 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 Letter Agreement, and not defined herein, shall have the
same meaning as in the Letter Agreement.  If there is any
inconsistency between the terms of this Letter Amendment and the
Letter Agreement or the Purchase Agreement, the terms of this
Letter Amendment will govern.


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


If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.



                                        UNITED AIR LINES, INC.


                                        /s/ Douglas A. Hacker
                                        Douglas A. Hacker
                                        Senior Vice President -
                                        Finance


                     
ACCEPTED AND AGREED TO
AS OF THE DATE SHOWN ABOVE:

THE BOEING COMPANY



By: /s/R.C. Nelson
Its: Attorney-in-Fact

                         UNITED AIRLINES

                                        January 31, 1995

Via facsimile:  206-237-1706

Mr. R. C. Nelson
Regional Director, Aircraft Contracts
Boeing Commercial Airplane Group P.O. Box 3707
Seattle, WA 98124-2207

Re: (1)  Letter Agreement 6-1162-DLJ-89lRl to Purchase Agreement
         No. 1670 dated December 18, 1990 as amended and supplemented 
         among The Boeing Company and United Air Lines, Inc. and 
         United Worldwide Corporation

    (2)  Boeing Letter Fix/Pollock dated September 23, 1994

    (3)  Boeing Proposal Letters 6-1162-MMF-045 & 6-1162-RCN-
         839 dated January 23, 1995

Gentlemen:

Reference is made to Letter Agreement No. 6-1162-DLJ-89lRl (the
"Letter Agreement") to Purchase Agreement No. 1670 dated December
18, 1990(as previously amended and supplemented, including all
previously executed letter agreements, the "Purchase Agreement")
among 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 Model 747-400 aircraft;
and reference is made to Boeing Letter Fix/Pollock dated
September 23, 1994 and to Boeing Proposal Letters 6-1162-MMF-045
and 6-1162-RCN-839 both dated January 23, 1995 (the "Proposal
Letters").

This letter amendment (this "Letter Amendment"), when accepted by
Buyer, will become part of the Letter Agreement and 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 Letter Agreement, and not defined herein, shall have the
same meaning as in the Letter Agreement.  If there is any
inconsistency between the terms of this Letter Amendment and the
Letter Agreement or the Purchase Agreement, the terms of this
Letter Amendment will govern.


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


If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters addressed above, please
indicate your acceptance and approval below.



                                        UNITED AIR LINES, INC.


                                        /s/ Douglas A. Hacker
                                        Douglas A. Hacker
                                        Senior Vice President -
                                        Finance


                     
ACCEPTED AND AGREED TO
AS OF THE DATE SHOWN ABOVE:

THE BOEING COMPANY



By: /s/R.C. Nelson
Its: Attorney-in-Fact