Exhibit 10.7

6-1162-DLJ-89IR3                                    

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

Subject:           Letter Agreement No. 6-1162-DLJ-891R3
                   to Purchase Agreement No. 1670 -
                   [*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. 1670 dated as of even
date herewith (the Purchase Agreement) between 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
thirty-three (33) Model 747-422 aircraft (hereinafter referred to
as the Aircraft).

Further reference is made to Letter Agreement 1670-5 dated as of
even date herewith to the Purchase Agreement relating to the
granting of options to purchase thirty (30) Model 747-422 option
aircraft (the Option Aircraft).

This letter, when accepted by Buyer contemporaneously with the
execution of 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]


P.A. No. 1670             S/A 8


United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 2


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



P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 3



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




P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 4


                          

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


                          

P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 5

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



                          
P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 6


                          

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

                          


P.A. No. 1670             S/A 8

United Air Lines, Inc.
6-1162-DLJ-89lR3  Page 7

12.  Non-Disclosure.

     The parties understand that certain commercial and financial
information contained in this letter agreement is considered as
privileged and confidential.  The parties agree that they will
treat such information as privileged and confidential and will
not, without prior written consent of the other party, 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, the parties 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 they 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: May 30, 1996
      ------
UNITED AIR LINES, INC.

By /s/ Douglas A. Hacker
   ---------------------
Its Senior Vice President and
    -------------------------
    Chief Financial Offier
    ----------------------

P.A. No. 1670             S/A 8