SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                       DATE OF REPORT: JULY 12, 1994 
                     (Date of earliest event reported)

                           UNITED AIR LINES, INC.
           (Exact name of Registrant as specified in its charter)

         DELAWARE              32-21220              36-2675206
        (State of        (Commission File No.)     (IRS Employer
      incorporation)                            Identification No.)

          1200 ALGONQUIN ROAD, ELK GROVE TOWNSHIP, ILLINOIS  60007
        (Address of principal executive offices, including zip code)

                               (312) 952-4000
            (Registrant's telephone number, including area code)

                               NOT APPLICABLE
       (Former name or former address, if changed since last report)



        ITEM 5.          On July 12, 1994, UAL Corporation ("UAL"),
                         the Registrant parent company, issued a
                         press release announcing the closing.  A
                         copy of the press release is attached as
                         Exhibit 99.1 to UAL's Current Report on
                         Form 8-K, dated July 12, 1994 and is in-
                         corporated herein by reference.  

        ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS

                         99.1     Press release dated July 12,
                                  1994, announcing closing of the
                                  employee investment transaction
                                  and related transactions (filed
                                  as Exhibit 99.1 to UAL's Form 8-K 
                                  dated July 12, 1994 and incorpo-
                                  rated herein by reference).


                                 SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           UNITED AIR LINES, INC.

Dated:  July 12, 1994                     By:/s/ James M. Guyette          
                                          Name: James M. Guyette
                                          Title: Executive Vice President



                               EXHIBIT INDEX

Exhibit
Number         Description

99.1           Press release dated July 12, 1994, announcing closing of the
               Plan of Recapitalization and related transactions (filed as
               Exhibit 99.1 to Form 8-k of UAL and incorporated herein by
               reference).
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2917}]
{"company-data": {"conformed-name": "UNITED AIR LINES INC", "cik": "0000101001", "assigned-sic": "4512", "irs-number": "362675206", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11355", "film-number": "94538605"}, "business-address": {"street1": "P O BOX 66100", "city": "CHICAGO", "state": "IL", "zip": "60666", "phone": "7089525564"}, "mail-address": {"street1": "PO BOX 66100", "city": "CHICAGO", "state": "IL", "zip": "60666"}}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                       DATE OF REPORT: JULY 12, 1994 
                     (Date of earliest event reported)

                           UNITED AIR LINES, INC.
           (Exact name of Registrant as specified in its charter)

         DELAWARE              32-21220              36-2675206
        (State of        (Commission File No.)     (IRS Employer
      incorporation)                            Identification No.)

          1200 ALGONQUIN ROAD, ELK GROVE TOWNSHIP, ILLINOIS  60007
        (Address of principal executive offices, including zip code)

                               (312) 952-4000
            (Registrant's telephone number, including area code)

                               NOT APPLICABLE
       (Former name or former address, if changed since last report)

        ITEM 5.          On July 12, 1994, UAL Corporation ("UAL"),
                         the Registrant parent company, issued a
                         press release announcing the closing.  A
                         copy of the press release is attached as
                         Exhibit 99.1 to UAL's Current Report on
                         Form 8-K, dated July 12, 1994 and is in-
                         corporated herein by reference.  

        ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS

                         99.1     Press release dated July 12,
                                  1994, announcing closing of the
                                  employee investment transaction
                                  and related transactions (filed
                                  as Exhibit 99.1 to UAL's Form 8-K 
                                  dated July 12, 1994 and incorpo-
                                  rated herein by reference).

                                 SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           UNITED AIR LINES, INC.

Dated:  July 12, 1994                     By:/s/ James M. Guyette          
                                          Name: James M. Guyette
                                          Title: Executive Vice President

                               EXHIBIT INDEX

Exhibit
Number         Description

99.1           Press release dated July 12, 1994, announcing closing of the
               Plan of Recapitalization and related transactions (filed as
               Exhibit 99.1 to Form 8-k of UAL and incorporated herein by
               reference).