			  UNITED STATES OF AMERICA

		        DEPARTMENT OF TRANSPORTATION

			  OFFICE OF THE SECRETARY

			          WASHINGTON, D.C.

Issued by the Department of Transportation on June 21, 2002    

NOTICE OF ACTION TAKEN -- DOCKET OST-2002-12502

This serves as notice to the public of the action described below, taken
by the Department official indicated (no additional confirming order
will be issued in this matter).

Application of COMPANIA MEXICANA DE AVIACION, S.A. de C.V. (MEXICANA),
and UNITED AIR LINES, INC. (UNITED), filed  6/13/02, for:

XX Exemption for United for two years under 49 U.S.C. 40109 to provide
the following service:

Scheduled foreign air transportation of persons, property, and mail
between (1) Sacramento, California, and Guadalajara, Mexico; and (2)
Denver, Colorado, and Mexico City, Mexico.  United intends to operate
this service under a code-share arrangement with Mexicana on flights
operated by Mexicana. 

XX Statement of Authorization for Mexicana under Part 212 of the
Department’s Regulations to:

Display United’s “UA” designator code on flights operated by
Mexicana between Sacramento and Guadalajara, and between Denver and
Mexico City.

Applicant reps: Jeffrey Manley (United) (202) 663-6670  DOT Analyst:
Linda Lundell (202) 366-2336

                         Robert Papkin (Mexicana) (202) 626-6601

D I S P O S I T I O N

XX  Granted (subject to conditions and remarks, see below)

The above action, granting exemption authority to United was effective
when taken:  _June 20, 2002, through _June 20, 2004.

The above action, granting a statement of authorization to Mexicana was
effective when taken: June 20, 2002, and will remain in effect
indefinitely, subject to the conditions below.

Action taken by:	Paul L. Gretch, Director

			Office of International Aviation

XX  The authority granted is consistent with the aviation agreement
between the United States and Mexico.

Except to the extent exempted or waived, this authority is subject to
the terms, conditions, and limitations indicated: 	 

	XX   United’s certificates of public convenience and necessity

	XX   Mexicana’s foreign air carrier permit

                      XX   Standard Exemption Condtions for United
(attached)

(See next page)

												2

Conditions/Remarks:  The U.S.-Mexico exemption authority granted to
United is subject to the dormancy notice requirements set forth in
condition 7 of Appendix A of Order 88-10-2.  The exemption authority
granted to United to serve the Sacramento-Guadalajara and Denver-Mexico
City markets is limited to operations conducted on a code-share basis
only.

The Statement of Authorization granted Mexicana is subject to the
following conditions:

 The statement of authorization will remain in effect only as long as
United and Mexicana continue to hold the underlying authority to operate
the code-share services at issue, and the code-share agreement providing
for the code-share operations remains in effect.

 United and Mexicana must promptly notify the Department (Office of
International Aviation) if the code-share agreement is no longer
effective or if the carriers decide to cease operating all of a portion
of the approved code-share services. (Such notice should be filed in
Docket OST-2002-12502.)

 The code-sharing operations conducted under this authority must comply
with 14 CFR 257 and with any amendment to the Department’s regulations
concerning code-share arrangements that may be adopted.  Notwithstanding
any provisions in the contract between the carriers, our approval here
is expressly conditioned upon the requirements that the subject foreign
air transportation be sold in the name of the carrier holding out such
service in computer reservation systems and elsewhere; that the carrier
selling such transportation (i.e., the carrier shown on the ticket)
accept responsibility for the entirety of the code-share journey for all
obligations established in its contract of carriage with the passenger;
and that the passenger liability of the operating carrier be unaffected.
 Further, the operating carrier shall not permit the code of its U.S.
code-sharing carrier to be carried on any flight that enters, departs,
or transits the airspace of any area for whose airspace the Federal
Aviation Administration has issued a flight prohibition.    

 The authority granted here is specifically conditioned so that neither
United nor Mexicana shall give any force or effect to any contractual
provisions between themselves that are contrary to these conditions.

 We may amend, modify, or revoke the authority granted at any time
without hearing, at our discretion.

We acted on this application without awaiting expiration of the 15-day
answer period with the consent of all parties served.  

On the basis of data officially noticeable under Rule 24(g) of the
Department’s regulations, we found the applicant qualified to provide
the services authorized.

Under authority assigned by the Department in its regulations, 14 CFR
Part 385, we found that (1) our action was consistent with Department
policy; (2) grant of the application was consistent with the public
interest; and (3) grant of the authority would not constitute a major
regulatory action under the Energy Policy and Conservation Act of 1975. 
To the extent not granted, we denied all requests in the  

referenced Docket.  We may amend, modify, or revoke the authority
granted in this Notice at any time 

without hearing at our discretion.

Persons entitled to petition the Department for review of the action set
forth in this Notice under the Department’s regulations, 14 CFR
§385.30, may file their petitions within seven (7) days after the date
of issuance of this Notice.  This action was effective when taken, and
the filing of a petition for review will not alter such effectiveness.

An electronic version of this document is available on the World Wide
Web at:

http://dms.dot.gov//reports/reports_aviation.asp

										APPENDIX A

U.S. CARRIER

Standard Exemption Conditions

In the conduct of operations authorized by the attached notice, the
applicant(s) shall:

(1)  Hold at all times effective operating authority from the government
of each country served;

(2)  Comply with applicable requirements concerning oversales contained
in 14 CFR 250 (for scheduled operations, if authorized);

(3)  Comply with the requirements for reporting data contained in 14 CFR
241;

(4)  Comply with requirements for minimum insurance coverage, and for
certifying that coverage to the Department, contained in 14 CFR 205;

(5)  Except as specifically exempted or otherwise provided for in a
Department Order, comply with the requirements of 14 CFR 203, concerning
waiver of Warsaw Convention liability limits and defenses;

(6)  Comply with the applicable requirements of the Federal Aviation
Administration (FAA) Regulations, and with all U.S. Government
requirements concerning security; and 

(7)  Comply with such other reasonable terms, conditions, and
limitations required by the public interest as may be prescribed by the
Department of Transportation, with all applicable orders and regulations
of other U.S. agencies and courts, and with all applicable laws of the
United States.

The authority granted shall be effective only during the period when the
holder is in compliance with the conditions imposed above.

 We expect this notification to be received within 10 days of such
non-effectiveness or of such decision.

