CHICAGO, June 16, 2004 - It just takes two: Mileage Plus® members who take two qualifying roundtrips* on United from Los Angeles (LAX) to their choice of three popular East Coast cities - Boston (BOS), New York (JFK) or Washington, D.C. (IAD) - by Nov. 15, 2004, can take along someone special for free** on an upcoming trip. The earned companion ticket will be valid for future travel in United Economy® on United, United Express or TedSM between LAX and all 52 nonstop destinations in the 48 contiguous United States or Canada.

"This offer allows us to thank United's transcontinental flyers from Los Angeles for their business," said Arnold Lewis, vice president-Marketing Programs and President-UAL Loyalty Services. "Once you've earned a companion ticket, you and a friend can choose where to fly from a comprehensive flight list. With more than 250 departures to nearly 50 cities, United, United Express and Ted provide more flights to more places than any other carrier flying out of LAX. This offer is just one more good reason to join our award-winning Mileage Plus frequent-flyer program and fly United."

Mileage Plus members can register now online at united.com/laxcompanionoffer or over the phone at 1-800-447-6772 (offer code: 928) to earn a companion ticket valid for future travel in United Economy® on United, United Express or TedSM between LAX and any nonstop destinations in the 48 contiguous United States or Canada. To join Mileage Plus, visit united.com/mileageplus.

To book your travel today, visit united.com, call 1-800-United-1 (1-800-864-8331) or contact your local travel professional. For full details, terms and conditions on this offer visit united.com/laxcompanionoffer. Customers who purchase tickets on united.com or flyted.com by Dec. 31, 2004 will receive a 1,000-mile online booking bonus.

About Mileage Plus
Enjoy award travel worldwide with United Mileage Plus. With over 43 million enrolled members, Mileage Plus has been voted the number one frequent flyer program by readers of Business Traveler magazine for eight years running. Mileage Plus members can earn miles and redeem awards to 755 destinations in more than 130 countries when you fly United or any one of the 15 Star AllianceTM member airlines. Mileage Plus members also can earn and redeem miles with nine other non-Star Alliance partner airlines. Earn miles when you stay at a hotel, rent a car, make a long-distance phone call, make a purchase on your Mileage Plus Visa®, dine at a restaurant, shop or invest online - and more - with over 100 Mileage Plus partners around the world. For more information or to enroll, visit united.com/mileageplus.

About United
United, United Express and Ted (OTCBB: UALAQ.OB) operate more than 3,500 flights a day on a route network that spans the globe. News releases and other information about United can be found at the company's web site at www.united.com.

* Terms and conditions of offer:
Passenger must fly two paid qualifying roundtrip flights to earn a free* roundtrip companion ticket valid for travel on United®, United Express®, and TedSM in the contiguous 48 United States or Canada. A roundtrip is defined as travel from an origin city to a destination city with return travel beginning in the outbound destination city back to the first origin city with all segments on United. Open jaw or circle trip itineraries do not qualify. Any individual may earn a maximum of two free certificates. Companion certificate distribution will begin in mid-August, and after that time certificates will arrive 4 to 6 weeks from completion of your last qualifying trip. Qualifying Travel Dates: To qualify for this offer, ticketing and travel must be completed between June 9, 2004 and November 15, 2004. Valid Routing: Passenger must fly two paid qualifying roundtrips on United between any of the following origins and destinations (non-stop only): LAX-IAD, LAX-BOS, or LAX-JFK. Qualifying Booking Classes: Qualifying travel may be booked in any published fare in United First (F,A,P), United Business (C,D,Z) or United Economy Class (Y,B,E,M,U,H,Q,V,W,S,T). The fare purchased must be a valid, published fare. This promotion is not valid on government fares. Minimum Fare: None. Min/Max Stay Requirements: Per published fare rule. United Mileage Plus Membership Requirement: Passenger must be a member of United's Mileage Plus frequent flyer program for travel to qualify for this offer. Flights must be credited to the Mileage Plus account to qualify. Ticketing: E-ticket(sm) purchase is required where available. Registration Requirement: Passenger must register for this offer prior to travel during the valid travel period of this offer in order to qualify for the program. To register for the offer, go to www.united.com/offer/mpdb84 or call 1-800-447-6772 and enter offer code 928. Additional: Offer is restricted to residents of the U.S., Canada, Puerto Rico and the U.S. Virgin Islands. Travel on flights operated by other airlines, such as United marketed codeshare and Star Alliance® flights, does not qualify for this offer. Offer is not combinable with other offers.

** LAX Free Companion Certificate Terms and Conditions:
Valid Carrier: This offer is valid for travel on routes operated by United®, United Express®, and TedSM and is not valid for travel on flights operated by other airlines (such as United-marketed code share and Star Alliance flights). Valid Routing: The free companion ticket is valid for roundtrip travel on any nonstop route originating in Los Angeles and terminating in the 48 contiguous United States or Canada where United publishes fares. Stopovers, open jaws or circle trips are not permitted. Valid Travel Dates: The free companion ticket will be valid for travel September 7, 2004 through February 16, 2005, except on the dates noted below. Valid Ticketing Dates: Ticketing must occur by February 12, 2005. Advance Booking Requirement for Free companion ticket: Advance purchase on the free companion ticket is per rule of the fare purchased by the paying passenger. Min/Max Stay Requirement for Free companion ticket: A Saturday night minimum stay is required. Blackout Dates for Travel on Free companion ticket: The free companion ticket will not be valid for travel from November 24 through November 29, 2004 and December 16, 2004 through January 5, 2005. Booking Class for Free companion ticket: The free companion ticket will be booked in United Economy in the same class of service as the fare purchased by the paying passenger. Seats are limited and may not be available on all flights or on all days of the week when you travel. Transferability of Free companion ticket: Free companion ticket is transferable, but may not be bartered or sold. Mileage Plus Accrual: Passenger traveling on this free companion ticket may not accrue Mileage Plus miles or earn miles toward Mileage Plus elite status. Upgradeability: This free companion ticket is not upgradeable. Reservations and Ticketing: Please contact your local United Airlines representative to make a reservation for both the fare paying passenger and companion. Ticket-by-mail is allowed (where available). All tickets will be issued electronically unless customer requests otherwise (paper ticket fee will apply). Both paid and companion tickets must be booked at the same time by United Airlines. Refer to the profile name on the front of this certificate. Companion ticket is only valid for travel when accompanied by the fare-paying passenger. Limited to one companion per fare-paying passenger traveling. Travel must be roundtrip on United, United Express, or Ted with both passengers traveling together on the same itinerary. Both passengers must confirm reservations, purchase tickets, and travel together on the same flights, on the same dates, and in the same cabin of service. No further discounts may be used toward the fare paying passenger's ticket. Ticketing must occur per rule of fare or within 24 hours of making reservation, whichever is sooner. Certificate may not be used with tickets purchased via the Internet. *Free Ticket Additional Taxes/Fees: Both the paying passenger and the companion passenger are responsible for all taxes/fees including a $3.10 per flight segment tax. A flight segment is defined as one take-off and one landing. Both the fare-paying passenger and the companion passenger will pay the September 11th Security Fee of up to $10 maximum per roundtrip and Passenger Facility Charges of up to $18, which may be collected depending on the itinerary. For travel from Canada, fares do not include U.S. Inspection Fees of $7 and taxes/fees imposed by the Canadian government of up to $24. These fees and/or other airport charges that may be in effect at the time of ticketing are the responsibility of the passenger, not the airline, and will be collected at ticket issuance or the airport prior to departure. Certificate Restrictions: Certificate is required for discount and must be presented at the time of ticketing. Accept original certificate only. Not extendible, not combinable with other air travel certificates or discount fare offerings (Mileage Plus awards/Silver Wings Plus Awards/companion/meeting/group/tour/senior citizen/student/child/travel package/travel industry discount/military/government/joint/interline/wholesale/bulk/prepaid tickets and miscellaneous charge orders). Not replaceable if lost or stolen. No cash value; may not be sold or bartered. Protection for flight irregularities will be on United/United Express/Ted flights only. Certificate applies to new purchases only. Companion ticket is only valid for travel when accompanied by the fare-paying passenger. Limited to one companion ticket per fare-paying passenger traveling. Travel must be roundtrip on United with both passengers traveling together on the same itinerary. No further discounts may be used toward the fare-paying passenger. Certificate may not be used in conjunction with any wholly or partially unused ticket, or with any previously issued non-refundable ticket. Refund: Refund of a refundable ticket using this certificate will be the amount actually paid by the passenger less any applicable penalty. A non-refundable ticket using this certificate will not be refunded. Certificate will be forfeited. Changes: No change in origin/destination. Flight/Date changes are permitted. Tickets may be revalidated for the standard service charge of $100. Other Conditions: Offer is subject to change without notice. Other restrictions may apply.

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