Exhibit 11

          UAL Corporation and Subsidiary Companies
     Calculation of Fully Diluted Net Earnings Per Share
               (In Millions, Except Per Share)
                              
                                    Three Months       Nine Months
                                       Ended              Ended
                                    September 30      September 30
                                    1997    1996      1997    1996
                                    ----    ----      ----    ----
                                                  
Earnings:                                                     
 Earnings before preferred                                     
  stock transactions, distributions 
  on preferred securities and
  extraordinary item               $ 580   $ 347     $ 930   $ 580
 Preferred stock dividends           (19)    (15)      (57)    (47)
 Interest on convertible                                       
  debentures                           -       -         -       3
                                    ----    ----      ----    ----
 Earnings before preferred                                     
  stock transactions, distributions 
  on preferred securities and
  extraordinary item for fully         
  diluted calculation                561     332       873     536
 Preferred stock transactions          -       -         -     (21)
 Distributions on preferred          
  securities                          (1)      -        (4)      -
 Extraordinary loss on early                                   
  extinguishment of debt               -      (7)        -     (66)
                                    ----    ----      ----    ----
 Net earnings for fully 
  diluted calculation              $ 560   $ 325     $ 869   $ 449
                                    ====    ====      ====    ====
Shares:                                                          
 Average number of shares of 
  common stock outstanding 
  during the period                 59.6    58.2      59.2    55.3
 Additional shares assumed                                     
  issued at the beginning of 
  the period (or at the date of
  issuance) for conversion of    
  preferred stock                   37.3    25.6      34.4    22.5
 Additional shares assumed                                     
  issued at the beginning of the 
  period for conversion of
  convertible debentures               -       -         -     2.9
 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)                            2.9     2.6       2.7     2.4
                                    ----    ----      ----    ----
 Average number of shares for                                  
  fully diluted calculation         99.8    86.4      96.3    83.1
                                    ====    ====      ====    ====
Fully diluted per share amounts:                                 
 Earnings before preferred                                     
  stock transactions and 
  extraordinary item               $ 5.61  $ 3.85    $ 9.01  $ 6.45
 Preferred stock transactions,        
  net of tax                            -       -         -   (0.25)
 Extraordinary loss on early                                   
  extinguishment of debt, 
  net of tax                            -   (0.08)        -   (0.80)
                                     ----    ----      ----    ----
 Net earnings                      $ 5.61  $ 3.77    $ 9.01  $ 5.40
                                     ====    ====      ====    ====