SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Galileo International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
363547 10 0
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
CUSIP NO. 363547 10 0 13G Page 2 of 5 Pages
___________________________________________________________________
1) Name of Reporting Persons
United Air Lines, Inc. and Covia LLC (United Air Lines,
Inc. is the sole member/manager of Covia LLC, a Delaware limited
liability company)
I. R. S. Identification Nos. of Above Persons (entities only)
36-2675206
___________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
___________________________________________________________________
3) SEC Use Only
___________________________________________________________________
4) Citizenship or Place of Organization
Delaware
____________________________________________________________________
Number of (5) Sole Voting Power 33,440,000 subject to
Shares Bene- Stockholders' Agreement
ficially
Owned by _____________________________________________________
Each Report- (6) Shares Voting Power 0
ing Person
With _____________________________________________________
(7) Sole Dispositive Power 33,440,000 subject to
Stockholders' Agreement
_____________________________________________________
(8) Shared Dispositive Power 0
____________________________________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting Person
33,440,000
____________________________________________________________________
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
____________________________________________________________________
11) Percent of Class Represented by Amount in Row (9)
31.9%
____________________________________________________________________
12) Type of Reporting Person (See Instructions)
United Air Lines, Inc. = CO
Covia LLC = OO (a limited liability company)
____________________________________________________________________
Page 3 of 5 Pages
Item 1(a).
Name of Issuer: Galileo International, Inc.
Item 1(b).
Address of Issuer's Principal Executive Offices: 9700 West
Higgins Road, Suite 400, Rosemont, Illinois 60018
Item 2(a).
Name of Person Filing: United Air Lines, Inc. and Covia LLC
Item 2(b).
Address of Principal Business Office or, if none, Residence:
1200 East Algonquin Road, Elk Grove Township, IL 60007
Item 2(c).
Citizenship: Inapplicable
Item 2(d).
Title of Class of Securities: Common Stock, $.01 par value
Item 2(e).
CUSIP Number: 363547 10 0
Item 3.
Inapplicable
Item 4(a).
Ownership.
(a) Amount Beneficially Owned: 33,440,000
(b) Percent of Class: 31.9%
Page 4 of 5 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
33,440,000, subject to that certain Stockholders' Agreement,
dated as of July 30, 1997 (the "Stockholders' Agreement"), among
Galileo International, Inc., certain of its stockholders and
certain related parties of such stockholders.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 33,440,000, subject to the Stockholders'Agreement
(iv) shared power to dispose or to direct the disposition of: 0
Item 5.
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
Inapplicable
Item 7.
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: Inapplicable.
Item 8.
Identification and Classification of Members of the Group: Inapplicable
Item 9.
Notice of Dissolution of Group: Inapplicable
Page 5 of 5 Pages
Item 10.
Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 6, 1998
Signature: UNITED AIR LINES, INC.
By: /s/ Francesca M. Maher
Name/Title: Francesca M. Maher, Vice President - General
Counsel and Secretary
COVIA LLC
By: /s/ Francesca M. Maher
Name/Title: Francesca M. Maher, Secretary
