			  UNITED STATES OF AMERICA

		        DEPARTMENT OF TRANSPORTATION

			  OFFICE OF THE SECRETARY

			          WASHINGTON, D.C.

Issued by the Department of Transportation on August 11, 2005

NOTICE OF ACTION TAKEN -- DOCKETS OST-2004-19148

				                                  OST-2005-21686                    
                                                                    

________________________________________________________________________
________________________________________________________

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).

Joint Application of UNITED AIR LINES, INC. (UNITED) and TAP AIR
PORTUGAL (TAP) filed 6/21/2005 for:

XX  Amended exemption under 49 U.S.C. 40109 in Docket OST-2004-19148 to
permit United to display its designator code on flights operated by TAP
on the following services: 

Scheduled foreign air transportation of persons, property, and mail
between points in the United States and points worldwide on a
third-country code-share basis under the blanket code-sharing statements
of authorization approved by the Department . 

United requests route integration authority to combine this exemption
authority with its existing certificate and exemption authority. United
requests that the amended exemption authority be granted for a period
co-extensive with the exemptions granted previously to United in the
instant docket (through January 24, 2007).

XX Statement of authorization in OST-2005-21686 for blanket code-share
authority for United under 14 CFR Part 212 to:

Display TAP’s “TP” designator code on flights operated by United
between (1) any point in the United States and any point in Portugal
(either nonstop or via third country intermediate points); (2) any
points within the United States in conjunction with services held out by
TAP between Portugal and the United States (either nonstop or via third
country intermediate points); and (3) any point in the United States or
Portugal and any point in any third country.  

XX Statement of authorization in OST-2005-21686 for blanket code-share
authority for TAP under 14 CFR Part 212 to:

Display United’s “UA” designator code on flights operated by TAP
between (1) any point in Portugal and any point in the United States
(either nonstop or via third country intermediate points); (2) any
points within Portugal in conjunction with services held out by United
between the United States and Portugal (either nonstop or via third
country intermediate points); and (3) any point in Portugal or the
United States and any point in any third country.  

Applicant reps:   Jeffrey A. Manley (202) 663-6670 (United)   DOT
Analyst:  Thuy H. Cooper  (202) 366-5423

		 William Karas (202) 429-6223 (TAP)

D I S P O S I T I O N

XX  Granted (subject to conditions, see below)

The above action granting amended exemption authority to United was
effective when taken: August 11, 2005 through January 24, 2007.

The above action granting a statement of authorization to United was
effective when taken: August 11, 2005, and will remain in effect
indefinitely, subject to the conditions below.

The above action granting a statement of authorization to TAP was
effective when taken: August 11, 2005, 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 Portugal.

Except to the extent exempted or waived, this authority is subject to
the terms, conditions, and limitations indicated:     		XX  Holder’s
certificates of public convenience and necessity

		XX  Standard Exemption Conditions (attached as Appendix B)

		XX  Conditions for Statements of Authorization (see below)

		XX  Conditions for Route Integration (see below)

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------------------------------------------------------------------------
-------------------------------------------------------

Conditions:  The route integration authority granted is subject to the
following conditions:  

The applicant is subject to the condition that any service provided
under this exemption shall be consistent with all applicable agreements
between the United States and the foreign countries involved. 
Furthermore, (a) nothing in the award of the route integration authority
granted should be construed as conferring upon the applicant rights
(including fifth-freedom intermediate and/or beyond rights) to serve
markets where U.S. carrier entry is limited unless the applicant
notifies the Department of its intent to serve such a market and unless
and until the Department has completed any necessary carrier selection
procedures to determine which carrier(s) should be authorized to
exercise such rights; (b) should there be a request by any carrier to
use the limited-entry route rights that are included in the
applicant’s authority by virtue of the route integration exemption
granted here, but that are not then being used by the applicant, the
holding of such authority by route integration will not be considered as
providing any preference for the applicant in a competitive carrier
selection proceeding to determine which carrier(s) should be entitled to
use the authority at issue.

The statements of authorization granted are subject to the following
conditions:

(a) The statements of authorization will remain in effect only as long
as (i) United and TAP continue to hold the necessary underlying
authority to operate the code-share services at issue, and (ii) the
code-share agreement providing for the code-share operations remains in
effect.

(b) United and TAP must promptly notify the Department (Office of
International Aviation) if the code-share agreement providing for the
code-share operations is no longer effective or if the carriers decide
to cease operating all or a portion of the approved code-share services.
 Such notices should be filed in Docket OST-2005-21686.

(c) United and/or TAP must notify the Department no later than 30 days
before they begin any new code-share service under the code-share
services authorized here.  Such notice shall identify the market(s) to
be served, which carrier will be operating the aircraft in the
code-share market added, and the date on which the service will begin. 
Such notices should be filed in Docket OST-2005-21686.

(d) The code-sharing operations conducted under this authority must
comply with 14 CFR 257 and with any amendments 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 the 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; that the passenger liability of the
operating carrier be unaffected; and that the operating carrier shall
not permit the code of its U.S. code-sharing partner 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.

(e) Any service provided shall be consistent with all applicable
agreements between the United States and Portugal, and all applicable
agreements with other foreign countries involved.  Furthermore, (i)
nothing in the award of this blanket statement of authorization should
be construed as conferring upon United’s rights (including code-share,
fifth-freedom intermediate and/or beyond rights) to serve markets where
U.S. carrier rights are limited unless United notifies us of its intent
to serve such market and unless and until the Department has completed
any necessary carrier selection procedures to determine which carrier(s)
should be authorized to exercise such rights; and (ii) should there be a
request by any carrier to use the limited-entry route rights that are
included in United’s authority by virtue of the blanket statement of
authorization granted here, but that are not being used by United, the
holding of such authority will not be considered as providing any
preference for United in a carrier selection proceeding to determine
which carrier(s) should be entitled to use the authority at issue.

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

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

Remarks: United and TAP intend to commence code-sharing on the city-pair
routes listed in Appendix A, effective August 22, 2005.  United
currently holds authority to all of the listed points for which it would
be holding out service except for Dakar, Senegal; Maputo, Mozambique;
and Sal, Cape Verde.  United is securing the exemption authority that it
needs for these three points by virtue of the action we are taking here.
 

We note that United has conducted a safety audit of TAP under the
Department’s Code-Share Safety Audit Program, and the FAA has advised
that it has reviewed the relevant audit program and found the program to
be acceptable.

------------------------------------------------------------------------
--------------------------------------------------------------------

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 authority 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
Dockets.  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:

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



Appendix A

Markets Where the “UA*” Designator Code Will be Displayed on TAP’s
Flight

Lisbon – Newark/New York (USA)

Lisbon – Amsterdam (Netherlands)

Oporto – Amsterdam (Netherlands)

Lisbon – Brussels (Belgium) 

Lisbon – Zurich (Switzerland)

Lisbon – Frankfort (Germany)

Lisbon – Munich (Germany)

Lisbon – London (U.K.)

Oporto – London (U.K.)

Lisbon – Barcelona (Spain)

Lisbon – Dakar (Senegal)

Lisbon – Faro (Portugal)

Lisbon – Funchal (Portugal)

Lisbon – Horta (Portugal)

Lisbon – Madrid (Spain)

Lisbon – Maputo (Mozambique)

Lisbon – Milan (Italy) 

Lisbon – Oporto (Portugal)

Lisbon – Pico (Portugal)

Lisbon – Ponta Delgada (Portugal)

Lisbon – Porto Santo (Portugal)

Lisbon – Rome (Italy)

Lisbon – Sal (Cape Verde)

Lisbon – Terceira (Portugal)

Markets Where the “TP*” Designator Code Will be Displayed on United
Airlines’ Flight

Newark – Chicago (USA)

Newark – Denver (USA)

Newark – Los Angeles (USA)

Newark – San Francisco (USA)

Newark – Washington (USA)

Amsterdam (Netherlands) – Washington 

Brussels (Belgium) – Washington 

Frankfurt (Germany) – Washington 

London (UK) – Washington

Munich (Germany) – Washington

Zurich (Switzerland) – Washington

Amsterdam (Netherlands) – Chicago

Frankfurt (Germany) – Chicago

London (U.K.) – Chicago

Munich (Germany) – Chicago

Frankfurt (Germany) – San Francisco  

London (U.K.) – San Francisco  

Munich (Germany) – San Francisco  

London (U.K.) – Los Angeles

Appendix B

U.S. Carrier Exemption Conditions

In the conduct of the operations authorized, the U.S. carrier
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 all applicable requirements of the Federal Aviation
Administration and with all applicable U.S. Government requirements
concerning security, including, but not limited to, 49 CFR Part 1544. 
To assure compliance with all applicable U.S. Government requirements
concerning security, the holder shall, before commencing any new service
(including charter flights) to or from a foreign airport, contact its
International Principal Security Inspector (IPSI) to advise the IPSI of
its plans and to find out whether the Transportation Security
Administration has determined that security is adequate to allow such
airport(s) to be served; 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.

05/2004

 United and TAP applied for these blanket statements of authorization
concurrently with United’s exemption request, and we are addressing
the award of the requested statements of authorization in the present
Notice.

 See Notices of Action Taken of January 24, 2005, and March 1, 2005, in
Docket OST-2004-19148. 

 The code-share partners provided a listing of specific code-share
markets that they intend to initially serve under this arrangement.  We
have reproduced it as Appendix A of this Notice.  See Remarks below.

 Id.  

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

 The notice referenced in condition (c) above may be used for
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