This was the second Boeing 747SP constructed. It was ordered on September 10, 1973 by Pan American as part of the airline's order for 10 aircraft. This order was later revised to reflect the airline's growing financial problems. The revised contract, now for 7 firm orders and 18 options, was signed on April 15, 1974. It was rolled out at the Renton plant in Boeing's red-white-blue livery with Pratt & Whitney JT9D-7A engines in August 1975. Entered onto the United States Aircraft Register as N247SP it flew for the first time on August 14, 1975 to join the flight test program, gathering data on engine operations.

Having completed the test and certification flying it was returned to the hangar for cabin refurbishment in preparation for handing over to Pan Am in May 1976 in the full company livery. Reregistered as N531PA it was originally named 'Clipper Liberty Bell'. This name was chosen to reflect the spirit of the upcoming bicentennial celebrations.

However as the name 'Clipper Liberty Bell' had already been assigned to N533PA for its special 'around-the-world' record-breaking flight, N531PA was renamed 'Clipper Freedom'. Officially delivered to Pan Am as its fourth 747SP on May 12, 1976 it was configured to seat 18 First Class, 62 Business Class and 164 Economy Class passengers. By 1984 this aircraft had acquired the new Pan Am 'billboard' livery.

In April 1985 Pan Am sold its entire Pacific Division (routes and aircraft) to United Airlines for $US 750,000,000 in an attempt to overcome its dire financial problems. Ownership of N531PA was transfererd to United Airlines on February 12, 1986. Retaining its current registration it entered United service in an all-white livery with United titles and tail logo.

It was badly damaged at Sydney Airport on May 23, 1986 when an undercarriage leg snapped and punched up through the wing. It was reregistered as N141UA on September 01, 1986. By January 1987 it had been repainted in the full United 'rainbow' livery with small company titles on the forward fuselage.

Once again this aircraft was involved in a major accident, this time at Los Angeles Airport on June 22, 1987. As the aircraft was being taxied from the terminal to the maintenance area it collided with the tail of a Boeing 737 that was lined up on a parallel taxi way awaiting departure. Of the two mechanics that were taxiing N141UA one was not qualified to undertake this manoeuvre. The cause of this accident was the failure of the maintenance engineers to ensure that full braking was available before taxiing and not using the emergency braking system to prevent the collision when it became obvious that an impact was imminent.

It was sold to American Finance Group on July 25, 1989 and leased back to United. By January 1994 the aircraft had acquired the larger 'United' titles but retained the existing 'rainbow' livery.

An indication that its flying days were coming to an end occured when it was observed stored at Las Vegas on August 27, 1994 without titles. Repurchased by United Airlines on December 16, 1994 and registered to United Air Lines Inc. it was ferried Las Vegas - Ardmore, Oklahoma on December 01, 1995 having been sold to Aviation Sales Company the previous day.

N141UA was cancelled from the United States Aircraft Register on January 01, 1996. Dismantling for spare parts commenced with the engines, landing gear doors and some wing panels having been removed by December 01, 1997. It had been approximately 70% scrapped by January 21, 1998. In its life this aircraft had flown 78,442 hours with 10,366 cycles.