Exhibit 10.2
                                                                 
                                                                 
                        FOURTH AMENDMENT
                         UAL CORPORATION
                        SUPPLEMENTAL ESOP
                 (Effective as of July 12, 1994)


         By virtue and in exercise of the amending power reserved
to UAL Corporation (the "Company") under Section 13.1(a) of the
UAL Corporation Supplemental ESOP (effective as of July 12, 1994)
(the "Plan"), which amending power thereunder is subject to the
approval of the Air Line Pilots Association International
("ALPA") and the International Association of Machinists and
Aerospace Workers (the "IAM"), the Company hereby amends the
Plan, subject to the approval of ALPA and the IAM, as follows,
effective as of August 1, 1996 (except as specified below).
         
          1.  Section 1.1(c) is amended by adding the following
to the end of the Section:
          
          "For Convertible Shares to be allocated under this Plan
     for Plan Years beginning on or after January 1, 1996, the
     percentages to be allocated shall be determined as follows:
     The number of Convertible Shares to be allocated under this
     Plan shall, for each Plan Year prior to the Plan Year
     beginning January 1, 2000, be the remainder of deducting the
     shares allocated under Part A of the ESOP from 3,073,973.
     For the Plan Year beginning January 1, 2000, the total
     number of shares allocated under this Plan shall equal the
     remaining Convertible Shares to be allocated to all Employee
     Groups, after the allocation under Part A of the ESOP.  The
     number of shares to be allocated to each of the Employee
     Groups for each Plan Year (other than the Plan Year
     beginning January 1, 2000) shall equal, for the ALPA Group,
     the result of deducting the shares allocated under Part A of
     the ESOP for such Plan Year from 1,421,097.718 shares, for
     the IAM Employee Group, the result of deducting the shares
     allocated under Part A of the ESOP for such Plan Year from
     1,141,366.175 shares, and for the Management and Salaried
     Group shall be the result of deducting the shares allocated
     under Part A of the ESOP for such Plan Year from 511,509.107
     shares.  For the Plan Year beginning January 1, 2000, the
     number of shares to be allocated to each Employee Group
     under this Plan shall be the total number of shares
     remaining to be allocated to such Employee Group, after the
     allocations under Part A of the ESOP."

          2.  Section 2.2(a) is amended by adding the following
to the end of the Section:
          
          "Notwithstanding the foregoing, the maximum number of
     Convertible Shares issued under this Plan and the ESOP (Part
     B) shall be the result of deducting from 17,675,345 the
     number of Convertible Shares allocated under Part A."

          3.  Section 3.1(b)(i) is amended to read as follows,
effective as of the date this amendment is adopted and approved:
          
          "(i) as soon as practicable following the Valuation
     Date coinciding with or next following the later of (x) the
     earlier of the Participant's termination of employment with
     the Employer and its Affiliates and the date the Participant
     is determined to have a Total Disability, or (y) December
     31, 1995, the Company shall pay such Participant (or, if
     such Participant is not living at the time for payment, to
     such Participant's Beneficiary) the value of the
     Participant's vested Account; and"
         
          4.  Section 3.1(c)(v) is amended by adding the
following to the end of the Section:
          
          "In the case of any member of the IAM Employee Group
     whose employment with the Employer and its Affiliates is not
     terminated at the time of his election, the foregoing
     sentence shall not apply.  Instead, any such election (or
     modification or revocation thereof) shall be void unless
     made (x) at least one year prior to the Participant's
     termination of employment with the Employer (and its
     Affiliates), (y) for a member of the IAM Employee Group who
     had Convertible Shares allocated to the Participant's
     Account under this Plan for the 1995 Plan Year, by September
     15, 1996, or (z) for a member of the IAM Employee Group who
     did not have Convertible Shares allocated to the
     Participant's Account in this Plan for the 1995 Plan Year,
     by December 31, 1996."

          IN WITNESS WHEREOF, the Company has caused this Fourth
Amendment to be executed on July 16, 1996.

                                   UAL CORPORATION



                                   /s/ Douglas A. Hacker
                                   ---------------------


                                   APPROVED BY:

                                   AIR LINE PILOTS ASSOCIATION,
                                   INTERNATIONAL



                                   /s/ J. Randolph Babbitt
                                   -----------------------

                                   /s/ Michael H. Glawe
                                   --------------------


                                   INTERNATIONAL ASSOCIATION
                                   OF MACHINISTS AND
                                   AEROSPACE WORKERS



                                   /s/ Kenneth W. Thiede
                                   ---------------------