Exhibit 10.11

6-1162-DLJ-472R2



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

Subject:    Letter Agreement No. 6-1162-DLJ-472R2 to
            Purchase Agreement No. 1602 -
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Gentlemen:

Reference is made to Purchase Agreement No. 1602 dated
as of March 1,1990 (the Purchase Agreement) between The
Boeing Company (Boeing) and United Air Lines, Inc.
(Buyer) relating to the sale by Boeing and the purchase
by Buyer of fourteen (14) 767-322ER aircraft (sometimes
referred to as the Aircraft, Firm Aircraft or the
Reconfirmation Aircraft).  Further reference is made to
Letter Agreement 1602-5 dated as of March 1,1990 to the
Purchase Agreement relating to the granting of options
to purchase fourteen (14) 767-322ER option aircraft
(the Option Aircraft).

This letter, when accepted by Buyer contemporaneously
with the execution of Supplemental Agreement No. 10 to
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]










[*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]











[*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]











[*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]










[*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]

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


12.    Non-Disclosure.

       Buyer understands that certain commercial and
financial information contained in this letter
agreement is considered by Boeing as privileged and
confidential.  Buyer agrees that it will treat such
information as privileged and confidential and will not
without prior written consent of Boeing, 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,
Buyer 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 Buyer
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

Attachment A
Letter Agreement No. 6-1162-DLJ-472R2



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