Change Order No. 10 to
Purchase Agreement no. 1485
Page 1


                       CHANGE ORDER NO. 10        
                                
                     DATED February 1, 1996
                                
                               TO
                                
                   PURCHASE AGREEMENT NO. 1485
                                
                             BETWEEN
                                
                       THE BOEING COMPANY
                                
                               AND
                                
                     UNITED AIR LINES, INC.
                                
Purchase Agreement No. 1485, dated October 25, 1988 between The
Boeing Company and United Air Lines, Inc. as previously amended
(the Agreement) is hereby further amended as follows:

I.   Effect of Changes on Exhibit A (Detail Specification).
     -----------------------------------------------------

     The attached Weight and Price Tabulation including the
effects of the changes listed are hereby deemed incorporated into
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

II.  Effect of Changes on the Purchase Agreement (Except Exhibit A).
     --------------------------------------------------------------

     The effects of the foregoing changes, except Rapid
Revisions, are as follows:

     A.   Delivery schedule.
          -----------------

          There is no change to the Aircraft delivery schedule as
set forth in Article 2.1 of the Agreement on account of the
attached changes.

     B.   Aircraft Price.
          --------------

          The Basic Price of each affected Model 757-222
Aircraft, as set forth in Article 3 of the Agreement is adjusted
on account of the foregoing changes as follows:

Change Order No. 10 to
Purchase Agreement no. 1485
Page 2

          Contract                                 1987 $s STE
          Delivery            Contract             Price
          Month               Block No.            Adjustment
          -----               ---------            ----------

          April 1996             E         [*CONFIDENTIAL MATERIAL
          May 1996               E          OMITTED AND FILED SEPARATELY
          June 1996              E          WITH THE SECURITIES AND
                                            EXCHANGE COMMISSION PURSUANT
                                            TO A REQUEST FOR
                                            CONFIDENTIAL TREATMENT]


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

     C.   Advance Payment Base Price.
          --------------------------

          There is no change in the Advance Payment Base Prices
set forth in Article 5.1 of the Agreement for the affected
Aircraft.

SIGNED as of the day and year first above written.

THE BOEING COMPANY

By /s/ M.O. Hurt
   -------------
Title  Attorney-in-Fact
       ----------------

UNITED AIR LINES, INC.

By  /s/ Douglas A. Hacker
    ---------------------
Title  Senior Vice President
       ---------------------
       and Chief Financial Officer
       ---------------------------

Change Order No. 10 to
Purchase Agreement no. 1485
Page 3


                       WEIGHT AND PRICE TABULATION
                       ---------------------------
                               757-222
                               -------

                      Post Contract Change Requests
                      -----------------------------

Change Number    Change Title   Engineering   MEW   OEW     Change
                                 Tab Block                 Price(1987
                                                            $s STE)
- -------------    ------------    ---------    ---   ---     -------



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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 4


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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 5


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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 6


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

Change Order No. 10 to
Purchase Agreement no. 1485
Page 7


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


                                                         Account Manager
                                                  Airplane Configuration
                                                                                
Change Order No. 10 to
Purchase Agreement no. 1485
Page 8


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