<PAGE>                                                Exhibit 3.5
                             BY-LAWS
                            USAIR, INC.
                        November 28, 1995
                       * * * * * * * * * * *

                             ARTICLE I
                              OFFICES
     The registered office of the Corporation shall be in the City
of Wilmington, County of New Castle, Delaware.  The Corporation may
have offices within and without the State of Delaware.

                          ARTICLE II
                    MEETINGS OF STOCKHOLDERS
     Section 1.  Annual Meetings.  The annual meeting of
stockholders for the election of Directors shall be held on the
fourth Wednesday in May, or if that be a legal holiday, on the next
succeeding day not a legal holiday, at nine- thirty o'clock in the
morning, or in any year at such other date and time as may be
designated by the Board of Directors, at which meeting the
stockholders shall elect by ballot, by plurality vote, a Board of
Directors and may transact such other business as may come before
the meeting.
     Section 2.  Special Meetings.  Special meetings of the
stockholders may be called at any time by the Chairman or
President, and shall be called by the President or Secretary on the 
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request, in writing, or by vote, of a majority of Directors, or at
the request, in writing, of stockholders of record owning a
majority in amount of the capital stock outstanding and entitled to
vote.
     Section 3.  Location of Meetings.  All meetings of the
stockholders for any purpose may be held, within or without the
State of Delaware, at such time and place as shall be stated in the
notice of the meeting or a duly executed waiver of notice.
     Section 4.  List of Stockholders.  The Secretary shall cause
to be prepared a complete list of stockholders entitled to vote at
any meeting, arranged in alphabetical order and showing the address
of each stockholder and number of shares registered in the name of
each stockholder.  The list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for at least ten days prior to the meeting
either at a place within the city where the meeting is to be held
(which place shall be specified in the notice of meeting) or at the
place where the meeting is to be held.  The list shall also be open
for inspection by stockholders during the time and at the place of
the meeting.
     Section 5.  Voting.  Each stockholder entitled to vote shall,
at every meeting of the stockholders, be entitled to one vote in
person or by proxy, signed by him, for each share of voting stock
held by him but no proxy shall be voted on or after three years 

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from its date, unless it provides for a longer period.  Such right
to vote shall be subject to the right of the Board of Directors to
fix a record date for voting stockholders as hereinafter provided.
     Section 6.  Notice to Stockholders.  Notice of all meetings
shall be mailed by the Secretary to each stockholder of record
entitled to vote, at his or her last known post office address, not
less than ten nor more than sixty days prior to any annual or
special meeting.
     Section 7.  Quorum.  The holders of a majority of the stock
outstanding and entitled to vote shall constitute a quorum but the
holders of a smaller amount may adjourn from time to time without
further notice until a quorum is secured.
                           ARTICLE III
                            DIRECTORS
     Section 1.  Number.  The property and business of the
Corporation shall be managed and controlled by its Board of
Directors, consisting of fifteen members.  Directors need not be
stockholders.
     Section 2.  Election, Term, Vacancies.  The Directors shall
hold office until the next annual election and until their
successors are elected and qualified.  They shall be elected by the
stockholders, except that if there be a vacancy in the Board by
reason of death, resignation or otherwise, such vacancy shall be
filled for the unexpired term by the remaining Directors, though
less than a quorum, by a majority vote.
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     Section 3.  Powers of Directors.  The business of the
Corporation shall be managed by or under the direction of its Board
of Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by- laws directed or
required to be exercised or done by the stockholders.
     Section 4.  Directors Emeriti.  For the purpose of conserving,
for the benefit of the Corporation, the knowledge, experience and
good will generated by a long period of service in formulating and
implementing the basic policies of the Corporation or corporations
merged into the corporation, the Board of Directors shall have the
power in its discretion to appoint one or more Directors Emeriti. 
Any person who has served for a period of not less than ten years
on the Board of Directors of the Corporation or of any predecessor
or affiliate of the Corporation, may be appointed a Director
Emeritus by the Board of Directors for an annual term and shall be
eligible for reappointment annually at the discretion of the Board. 
The duties of a Director Emeritus shall consist of being available
to the Chairman and President of the Corporation for consultation
and advice on any matters pertaining to the Corporation which the
Chairman or President may refer to him from time to time. 
Directors Emeriti shall be notified of and be invited to attend the
annual meeting of the Board of Directors and such other meetings as
determined by the Chairman or President of the Corporation and be 
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entitled to be heard at such meetings on matters pending before the
Board of Directors.  They shall not be members of the Board nor be
entitled to vote as such nor be counted as constituting part of a
quorum.
     Section 5.  Compensation.  Directors, members of committees
and Directors Emeriti shall receive such compensation as the Board
shall from time to time prescribe.
                           ARTICLE IV
                      MEETINGS OF DIRECTORS
     Section 1.  Annual Meeting.  After each annual election of
Directors, the newly elected Directors may meet for the purpose of
organization, the election of Officers, and the transaction of
other business, at such place and time as shall be fixed by the
stockholders at the annual meeting, and, if a majority of the
Directors be present at such place and time, no prior notice of
such meeting shall be required to be given to the Directors.  The
place and time of such meeting may also be fixed by written consent
of the Directors.
     Section 2.  Regular Meetings.  Bi-monthly meetings of the
Board of Directors shall be held in January, March, May, July,
September and November in each year, on the date and at a time and
place designated from time to time by the Board of Directors.  The 

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Secretary shall forward to each Director, at least five days before
any such meeting, a notice of the time and place of the meeting.
     Section 3.  Special Meetings.  Special meetings of the
Directors may be called by the Chairman or President on two days'
notice in writing, or on one day's notice by telegraph to each
Director, and shall be called by the President in like manner on
the written request of two or more Directors.
     Section 4.  Location.  Meetings of the Directors may be held
within or without the State of Delaware at such place as is
indicated in the notice of waiver of notice thereof.
     Section 5.  Quorum.  A majority of the Directors shall
constitute a quorum, but a smaller number may adjourn from time to
time, without further notice, until a quorum is secured.
                           ARTICLE V
                           COMMITTEES
     Section 1.  Creation.  The Board of Directors may, by
resolution or resolutions passed by a majority of the Board,
designate one or more committees each to consist of three or more
Directors of the Corporation.  Each such Committee shall have and
may exercise such powers and duties as shall be delegated to it by
the Board of Directors except that no such Committee shall have
power to (a) elect Directors; (b) alter, amend or repeal these By-


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Laws or any resolution or resolutions of the Board of Directors
relating to such Committee; (c) declare any dividend or make any
other distribution to the stockholders of the Corporation; (d)
appoint any member of such Committee; or (e) take any other action
which may lawfully be taken only by the Board.
     Section 2.  Committee Procedure.  Each such Committee
established by the Board shall meet at stated times or on notice to
all members by any member of such Committee.  Each such Committee
shall establish its own rules of procedure.  Each such Committee
shall keep regular minutes of its proceedings and report the same
to the Board of Directors.
                           ARTICLE VI
                         INDEMNIFICATION
     The Corporation shall indemnify its Directors, Officers and
employees, and shall have the power to indemnify its other agents,
to the full extent permitted by the General Corporation Law of the
State of Delaware, as amended from time to time, (but, in the case
of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than such law permitted the Corporation to provide on June 29,
1989).  Expenses (including attorneys' fees) incurred by an
Officer, Director or employee in defending any civil, criminal,
administrative, or investigative action, suit or proceeding shall 

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to the fullest extent permitted by law be paid by the Corporation
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
Director, Officer or employee to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the Corporation as authorized hereunder.  The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
                           ARTICLE VII
                            OFFICERS
     Section 1.  General.  The Officers of the Corporation shall be
a Chairman of the Board, a Chief Executive Officer, a President,
one or more Vice Presidents, a Secretary, a Treasurer, a Controller
and such other Officers as may from time to time be chosen by the
Board of Directors.  The Chief Executive Officer shall be empowered
to appoint and remove from office, at his discretion, Assistant
Vice Presidents and Assistant Secretaries.  Any number of offices
may be held by the same person, unless the certificate of
incorporation or these By-laws otherwise provide.

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     Section 2.  Term.  The Officers of the Corporation shall hold
office until their successors are chosen and qualified.  Any
Officer chosen or appointed by the Board of Directors may be
removed either with or without cause at any time by the affirmative
vote of a majority of the whole Board of Directors.  If the office
of any Officer other than an assistant officer becomes vacant for
any reason, the vacancy shall be filled by the affirmative vote of
a majority of the whole Board of Directors.
     Section 3.  Chairman of the Board.  A Chairman of the Board
shall be chosen from among the Directors.  The Chairman of the
Board shall preside at all meetings of the stockholders and
Directors and shall perform such other duties as may be prescribed
by the Board of Directors.
     Section 4.  Chief Executive Officer.  The Chief Executive
Officer shall have responsibility for the general and active
management of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried
into effect.
     Section 5.  President.  The President shall be the Chief
Operating Officer of the Corporation.  The President shall have
such responsibilities and authority as determined by the Chief
Executive Officer of the Corporation.


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     Section 6.  Vice President.  The Vice President or Vice
Presidents, in the order designated by the Board of Directors,
shall be vested with all the powers and required to perform all the
duties of the President in his absence or disability and shall
perform such other duties as may be prescribed by the Board of
Directors.
     Section 7.  Secretary.  The Secretary shall perform all the
duties commonly incident to his office, and keep accurate minutes
of all meetings of the stockholders, the Board of Directors and the
Committees of the Board of Directors, recording all the proceedings
of such meetings in a book kept for that purpose.  He shall give
proper notice of meetings of stockholders and Directors and perform
such other duties as the Board of Directors shall designate.
     Section 8.  Treasurer.  The Treasurer shall have custody of
the funds and securities of the Corporation and shall keep full and
accurate accounts of disbursements and shall deposit all monies and
other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board
of Directors.  He shall disburse the funds of the Corporation as
may be ordered by the Board or President, taking proper vouchers
for such disbursements, and shall render to the President and
Directors, whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the 

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Corporation.  The Treasurer shall perform such other duties as the
Board of Directors may from time to time prescribe.
     Section 9.  Controller.  The Controller shall maintain
adequate records of all assets, liabilities and transactions of the
Corporation and shall see that adequate audits thereof are
currently and regularly made.  He shall cause to be prepared,
compiled and filed such reports, statements, statistics and other
data as may be required by law or prescribed by the President and
shall perform such other duties as may be prescribed by the Board
of Directors.
                          ARTICLE VIII
                             STOCK
     Section 1.  Certificates.  Certificates of stock of the
Corporation shall be signed by, or in the name of, the Corporation
by the President or a Vice President, and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares of the holder thereof.  The Board
of Directors may appoint a transfer agent, and a registrar of
transfers, which may be the same agency, and may require all
certificates to bear the signatures of such transfer agent and such
registrar of transfers, or as the Board of Directors may otherwise
direct.  Where any such certificate is signed by a transfer agent 


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or transfer clerk and by a registrar, the signatures of any such
President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimiles engraved or
printed.  The certificates shall bear the seal of the Corporation
or shall bear a facsimile of such seal engraved or printed.
     In case any Officer or Officers who have signed, or whose
facsimile signature or signatures have been used on, any
certificate or certificates of stock, has ceased to be an Officer
or Officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be
issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or
signatures have been used thereon, had not ceased to be such
Officer or Officers of the Corporation.
     Section 2.  Lost Certificates.  If a certificate of stock is
lost or destroyed, another may be issued in its stead upon proof of
loss or destruction and the giving of a satisfactory bond of
indemnity, in an amount sufficient to indemnify the Corporation
against any claim.  A certificate may be issued without requiring
bond when, in the judgment of the Directors, it is proper to do so.

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     Section 3.  Transfers.  All transfers of stock of the
Corporation shall be made upon its books by the holder of the
shares in person or by his lawfully constituted representative,
upon surrender of certificates of stock for cancellation.
     Section 4.  Fixing Record Date.  The Board of Directors may
fix in advance a record date in order to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action. The record date shall not be more than sixty nor
less than ten days before the date of any meeting of stockholders
nor more than sixty days prior to any other action.
     Section 5.  Stockholders of Record.  The Corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof, and accordingly shall not be
bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall
have express or other notice thereof, except as expressly provided
by the laws of Delaware.
      

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                          ARTICLE IX
                       GENERAL PROVISIONS
     Section 1.  Fiscal Year.  The fiscal year of the Corporation
shall begin the first day of January and end on the 31st day of
December of each year.
     Section 2.  Dividends.  Dividends upon the capital stock may
be declared by the Board of Directors at any regular or special
meeting and may be paid in cash or in property or in shares of the
capital stock.  Before paying any dividend or making any
distribution of profits, the Directors may set apart out of any of
the funds of the Corporation available for dividends a reserve or
reserves for any proper purpose and may alter or abolish any such
reserve or reserves.
     Section 3.  Checks.  All checks, drafts or orders for the
payment of money shall be signed by the Treasurer or by such other
Officer, Officers, employee or employees as the Board of Directors
may from time to time designate.
     Section 4.  Corporate Seal.  The Corporate Seal shall have
inscribed thereon the name of the Corporation, the year of its
incorporation, and the words "Incorporated Delaware."
                          ARTICLE X
                     AMENDMENT OF BY-LAWS
     Subject to the provisions of any resolution of Directors
creating any series of preferred stock, the Board of Directors 

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shall have the power from time to time to make, alter or repeal by-
laws, but any by-laws made by the Board of Directors may be
altered, amended or repealed by the stockholders at any annual
meeting of stockholders, or at any special meeting provided that
the notice of such proposed alteration, amendment or repeal is
included in the notice of such special meeting.