Exhibit 10.4
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			     SIXTH 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 December 31, 1996.


     The following new subsection (d) is hereby added to Section 2.7:


"After the performance of the allocations described in Section 2.4 for a Plan 

Year, but prior to the time prescribed for filing of the Employer's federal 

income tax return (including any extensions of time) for that Plan Year, it 

may be determined that Convertible Shares and/or Voting Shares which were 

allocated for such Plan Year to a Participant under this Plan could have been 

allocated to the ESOP (Part B) for such Plan Year without violating the 

limitations imposed by Code Sections 415, 401(a) (17) and (with respect to 

members of the Management and Salaried Employee Group) 401(a) (4).  If such 

a circumstance exists, the Company shall, to the extent provided in 

Section 5.4(g) of the ESOP, make a contribution of shares on behalf of the 

Participant to the ESOP (Part B), or, as applicable, direct the Trustee to 

transfer shares from the Supplemental Trust to the ESOP (Part B).  Such 

shares contributed (or transferred) to the ESOP (Part B) on behalf of such 

Participant shall reduce the Participant's corresponding shares under this 

Plan."

     IN WITNESS WHEREOF, the Company has caused this Sixth Amendment to be 

executed on August 11, 1997.


				     UAL CORPORATION


				     /s/ Douglas A. Hacker
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				     APPROVED BY:

				     AIR LINE PILOTS ASSOCIATION,
				     INTERNATIONAL


				     /s/ Michael H. Glawe
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				     /s/ J.R. Babbitt 
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				     INTERNATIONAL ASSOCIATION 
				     OF MACHINISTS AND
				     AEROSPACE WORKERS


				     /s/ Kenneth W. Thiede 
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