Exhibit 11

             UAL Corporation and Subsidiary Companies
        Calculation of Fully Diluted Net Earnings Per Share
                  (In Millions, Except Per Share)


                                          Three Months Ended
                                               March 31
                                            1997     1996(1)
                                            ----     ------
                                               
Earnings:                                                 
                                                          
  Earnings before preferred stock                        
    transactions and extraordinary item    $ 105     $   6
  Preferred stock dividends                  (20)      (16)
                                            ----      ----
  Earnings (loss) before preferred                       
    stock transactions and 
    extraordinary item for fully       
    diluted calculation                       85       (10)
  Preferred stock transactions                 -        (6)
  Extraordinary loss on early                         
    extinguishment of debt                     -       (29)
                                            ----      ----
  Net earnings (loss) for fully 
    diluted calculation                    $  85     $ (45)
                                            ====      ====
                                                          
Shares:                                                   
  Average number of shares of common                    
    stock outstanding during the period     58.8      50.4
  Average number of shares of ESOP                      
    preferred stock outstanding 
    during the period                       31.6      19.2
  Additional shares assumed issued at                   
    the beginning of the period (or at 
    the date of issuance) for exercises 
    of dilutive stock options and stock 
    award plans (after deducting shares                     
    assumed purchased under the 
    treasury stock method)                   2.7       2.8
                                            ----      ----
  Average number of shares for fully      
    diluted calculation                     93.1      72.4
                                            ====      ====
Fully diluted per share amounts:                          
  Earnings (loss) before extraordinary       
    item                                  $ 0.92    $(0.22)
  Extraordinary loss on early                      
    extinguishment of debt                    -      (0.41)
                                           -----     -----
  Net earnings (loss)                     $ 0.92    $(0.63)
                                           =====     =====

- ------------------
(1) This calculation is submitted in accordance with Regulation
    S-K item 601(b)(11), although it is contrary to paragraph 40 
    of APB Opinion No. 15 because it produces an antidilutive result.