Exhibit 12.2



          UAL Corporation and Subsidiary Companies
                              
      Computation of Ratio of Earnings to Fixed Charges
                              
          and Preferred Stock Dividend Requirements

                                                 Nine Months Ended
                                                    September 30                                           
                                                  1997        1996
                                                  ----        ----
                                                    (In Millions)
                                                     
Earnings:                                                 
                                                          
  Earnings before income taxes and                       
    extraordinary item                          $1,472      $  937
  Fixed charges, from below                        823         895
  Undistributed earnings of affiliates             (20)        (40)
  Interest capitalized                             (75)        (57)
                                                 -----       -----   
       Earnings                                 $2,200      $1,735
                                                 =====       =====
                                                          
Fixed charges:                                            
                                                          
   Interest expense                             $  213      $  230
   Preferred stock dividend requirements            95          75
   Portion of rental expense                              
     representative of the interest factor         515         590
                                                 -----       -----
   Fixed charges                                $  823      $  895
                                                 =====       =====
                                                          
Ratio of earnings to fixed charges                2.67        1.94
                                                 =====       =====