Exhibit 10.12


                      USAIR GROUP, INC.
         NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN


1.  PURPOSE

     1.1  The USAir Group, Inc. Nonemployee Director Deferred
Stock Unit Plan is intended to increase the alignment of the 
interests of eligible members of the Board with the interests of 
stockholders of the Corporation by increasing their incentive to 
contribute to the success of the Corporation's business through 
the grant of Deferred Stock Units.

     1.2  The Plan is intended to comply with Rule 16b-3 under 
the Exchange Act, as such rule may be amended from time to time, 
and shall be construed to so comply.

2.  DEFINITIONS

     When used in this Plan, unless the context otherwise 
requires:

     (a)  "Board" shall mean the Board of Directors of the
          Corporation.

     (b)  "Change of Control" shall mean:  

               (i) The acquisition by any individual, entity or
          group (within the meaning of Section 13(d)(3) or
          14(d)(2) of the Exchange Act) of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) of 20% or more of either (A) the then
          outstanding shares of common stock of the Corporation
          (the "Outstanding Group Common Stock") or (B) the
          combined voting power of the then outstanding voting
          securities of the Corporation entitled to vote
          generally in the election of directors (the
          "Outstanding Group Voting Securities"); provided,
          however, that the following acquisitions shall not
          constitute a Change of Control:  (w) any acquisition
          directly from the Corporation, (x) any acquisition by
          the Corporation or any of its Subsidiaries, (y) any
          acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Corporation or
          any of its Subsidiaries, or (z) any acquisition by any
          corporation with respect to which, following such
          acquisition, more than 85% of, respectively, the then
          outstanding shares of common stock of such corporation
          and the combined voting power of the then outstanding
          voting securities of such corporation entitled to vote
          generally in the election of directors is then



          beneficially owned, directly or indirectly, by all or
          substantially all of the individuals and entities who
          were the beneficial owners, respectively, of the
          Outstanding Group Common Stock and Outstanding Group
          Voting Securities immediately prior to such
          acquisition, in substantially the same proportions as
          their ownership, immediately prior to such acquisition,
          of the Outstanding Group Common Stock and Outstanding
          Group Voting Securities, as the case may be; or

               (ii)  Individuals who, as of the date hereof,
          constitute the Board (the "Incumbent Board") cease for
          any reason to constitute at least a majority of the
          Board; provided, however, that any individual becoming
          a director subsequent to the date hereof whose
          election, or nomination for election by the
          Corporation's shareholders, was approved by a vote of
          at least a majority of the directors then comprising
          the Incumbent Board shall be considered as though such
          individual were a member of the Incumbent Board, but
          excluding, for this purpose, any such individual whose
          initial assumption of office occurs as a result of
          either an actual or threatened election contest (as
          such terms are used in Rule 14a-11 of Regulation 14A
          promulgated under the Exchange Act) or other actual or
          threatened solicitation of proxies or consents; or

               (iii)  Approval by the shareholders of the
          Corporation of a reorganization, merger or
          consolidation, in each case, with respect to which all
          or substantially all of the individuals and entities
          who were the beneficial owners, respectively, of the
          Outstanding Group Common Stock and Outstanding Group
          Voting Securities immediately prior to such
          reorganization, merger or consolidation do not
          following such reorganization, merger or consolidation,
          beneficially own, directly or indirectly, more than 85%
          of, respectively, the then outstanding shares of common
          stock and the combined voting power of the then
          outstanding voting securities entitled to vote
          generally in the election of directors, as the case may
          be, of the corporation resulting from such
          reorganization, merger or consolidation in
          substantially the same proportions as their ownership,
          immediately prior to such reorganization, merger or
          consolidation of the Outstanding Group Common Stock and
          Outstanding Group Voting Securities, as the case may
          be; or

               (iv)  Approval by the shareholders of the
          corporation of (x) a complete liquidation or
          dissolution of the Corporation or (y) the sale or other
          disposition of all or substantially all of the assets 
          of the Corporation, other than to a corporation, with
          respect to which following such sale or other


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          disposition, more than 85% of, respectively, the then
          outstanding shares of common stock of such corporation
          and the combined voting power of the then outstanding
          voting securities of such corporation entitled to vote
          generally in the election of directors is then
          beneficially owned, directly or indirectly, by all or
          substantially all of the individuals and entities who
          were the beneficial owners, respectively, of the
          Outstanding Group Common Stock and Outstanding Group
          Voting Securities immediately prior to such sale or
          other disposition in substantially the same proportion
          as their ownership, immediately prior to such sale or
          other disposition, of the Outstanding Group Common
          Stock and Outstanding Group Voting Securities, as the
          case may be; or

               (v)  The acquisition by an individual, entity or
          group of beneficial ownership of 20% or more of the
          then outstanding securities of the Corporation,
          including both voting and non-voting securities,
          provided, however, that such acquisition shall only
          constitute a change of control in the event that such
          individual, entity or group also obtains the power to
          elect by class vote, cumulative voting or otherwise to
          appoint 20% or more of the total number of directors to
          the Board.

     (c)  "Committee" shall mean the Human Resources Committee of
          the Board or such other committee as may be designated
          by the Board.

     (d)  "Corporation" shall mean USAir Group, Inc.

     (e)  "Date of Grant" shall mean the date on which Deferred
          Stock Units are granted pursuant to Section 5.1.

     (f)  "Deferred Stock Units" shall mean the units issued
          pursuant to Section 5 hereof.

     (g)  "Eligible Director" shall mean each member of the Board
          who (i) is not at the time of reference an employee of
          the Corporation or any Subsidiary, (ii) is not serving
          on the Board pursuant to rights exercised by a
          preferred stockholder of the Corporation, and (iii) 
          in the case of an individual first becoming a member 
          of the Board after January 1, 1996, was not previously
          an employee of the Corporation or any Subsidiary.

     (h)  "Exchange Act" shall mean the Securities Exchange Act
          of 1934, as amended, and the rules and regulations
          promulgated thereunder.

     (i)  "Fair Market Value" shall mean the average of the high
          and low sales prices of the Stock as reported on the


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          New York Stock Exchange Composite Tape on the date as
          of which such value is being determined or, if there 
          shall be no sale on that date, then on the last
          previous day on which a sale was reported.

     (j)  "Plan" shall mean the USAir Group, Inc. Nonemployee
          Director Deferred Stock Unit Plan, as such Plan may be
          amended from time to time.

     (k)  "Stock" shall mean the common stock of the Corporation.

     (l)  "Subsidiary" shall mean any corporation more than 50%
          of whose stock having general voting power is owned by
          the Corporation or by a Subsidiary of the Corporation.

3.  ADMINISTRATION

     3.1  The Plan shall be administered by the Committee.

     3.2  The Committee may make such rules and establish such 
procedures for the administration of the Plan as it deems 
appropriate to carry out the purpose of the Plan, provided that 
the Committee shall have no discretion with respect to the 
grantee, amount, price or timing of any Deferred Stock Unit.  The 
interpretation and application of the Plan or of any rule or 
procedure, and any other matter relating to or necessary to the 
administration of the Plan, shall be determined by the Committee, 
and any such determination shall be final and binding on all 
persons.  Deferred Stock Units shall be evidenced by agreements 
in such form as shall be determined from time to time by the 
Committee, provided that the terms and conditions of each such 
agreement are not inconsistent with this Plan.

4.  CAPITAL ADJUSTMENTS

     4.1  In the event of a reorganization, recapitalization, 
stock split, stock dividend, combination of shares, merger, 
consolidation or a similar corporate transaction, the class of 
shares available under the Plan, and the number or class of 
shares of Stock represented by Deferred Stock Units granted 
hereunder shall be proportionately adjusted to reflect any such 
transaction.

5.  GRANT OF DEFERRED STOCK UNITS

     5.1  ANNUAL GRANT.  The Corporation shall establish a 
bookkeeping account for each Eligible Director.  On the first 
business day following the 1996 annual meeting of stockholders of 
the Corporation, the bookkeeping account of each Eligible 
Director shall automatically be credited with 500 Deferred Stock 
Units.  Thereafter, on the first business day following the 
annual meeting of stockholders of the Corporation held in each 
year subsequent to 1996 and prior to the termination of the Plan, 
the bookkeeping account of each Eligible Director shall


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automatically be credited with 500 Deferred Stock Units.

     5.2  TERMS AND CONDITIONS OF DEFERRED STOCK UNITS.

     (a)  VESTING.  The Deferred Stock Units shall become
          nonforfeitable on the earliest to occur of (i) the
          first anniversary of the Date of Grant, (ii) the
          Eligible Director's death, disability or termination of
          service as a director upon completion of the last term
          of office to which such director was elected, or (iii)
          the occurrence of a Change of Control.  If an Eligible
          Director otherwise terminates service as a Director,
          any Deferred Stock Units that are forfeitable shall be
          forfeited as of the date of such termination of
          service.

     (b)  DIVIDEND EQUIVALENTS.  As of each dividend payment
          date declared with respect to the Stock, the
          Corporation shall credit to each bookkeeping account a
          number of additional Deferred Stock Units equal to (i)
          the product of (x) the dividend per share of Stock
          payable on such dividend payment date and (y) the
          number of Deferred Stock Units credited to such account
          as of the applicable dividend record date divided by
          (ii) the Fair Market Value of a share of Stock on such
          dividend payment date.

     (c)  PAYMENT WITH RESPECT TO DEFERRED STOCK UNITS.  Upon the
          termination of service of an Eligible Director the
          Eligible Director shall receive a lump sum cash payment
          equal to the product of (i) the Fair Market Value of a
          share of Stock on the date of such termination of
          service and (ii) the number of nonforfeitable Deferred
          Stock Units then credited to such Eligible Director's
          account.  Notwithstanding the foregoing, an Eligible
          Director may elect to receive the distribution with
          respect to his or her account in five annual
          installments commencing as soon as practicable
          following the Eligible Director's termination of
          service, in which event, the amount of each installment
          shall be determined based upon the Fair Market Value of
          a share of Stock as of the date preceding the date such
          installment payment is made.  Any such election may be
          made or changed at any time without limitation
          provided, however, that any election (and any
          modification or revocation of any election) shall not
          be given effect unless made at least one year prior to
          the Eligible Director's termination of service.

     (d)  RIGHTS WITH RESPECT TO DEFERRED STOCK UNITS.  The
          holder of Deferred Stock Units shall have none of the
          rights of a stockholder of the Corporation.  The
          Corporation's obligation hereunder with respect to
          Deferred stock Units shall be an unsecured promise to
          pay the amount described in Section 5(c) above at the
          times described therein.

6.  EFFECTIVE DATE; TERM OF PLAN

     6.1  The Plan shall be effective as of May 22, 1996. 


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     6.2  The Plan shall remain in effect until all Deferred 
Stock Units have been paid under the terms of the Plan, provided 
that no Deferred Stock Units may be granted after the tenth 
anniversary of the effective date of the Plan.

7.  AMENDMENT; TERMINATION

     7.1  The Board may at any time and from time to time alter, 
amend, suspend, or terminate the Plan in whole or in part; 
PROVIDED, HOWEVER, that the provisions of Section 5 shall not be 
amended more than every six months, other than to comport with 
changes in the Internal Revenue Code of 1986, as amended, the 
Employee Retirement Income Security Act, as amended, or the rules 
thereunder.  The termination or any modification or amendment of 
the Plan shall not, without the consent of a director, affect his 
or her rights under a grant of Deferred Stock Units.

8.  MISCELLANEOUS

     8.1  Deferred Stock Units granted hereunder shall not be 
assignable or transferable by the director except by will or by 
the laws of descent and distribution.

     8.2  Nothing in the Plan shall be construed as conferring 
any right upon any director to continue as a member of the Board. 

     8.3  The Plan and all rights hereunder shall be construed in 
accordance with and governed by the laws of the State of 
Delaware.

     8.4  TAX WITHHOLDING.  The Corporation shall have the right 
to require, prior to any payment hereunder, payment by the holder 
of such award of any federal, state, local or other taxes which 
may be required to be withheld or paid in connection with such 
award.  






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