<PAGE>                                           EXHIBIT 10.28


                                 December 6, 1991

Mr. James T. Lloyd
Executive Vice President 
 and General Counsel
USAir, Inc.
Crystal Park Four
2345 Crystal Drive
Arlington, Virginia 22227

Dear  Jim:

      This letter, when countersigned by you, will constitute an
agreement between you and USAir, Inc. ("USAir") concerning
supplemental retirement benefits to be paid to you upon your
retirement from USAir.  This agreement has been approved by the
Board of Directors at its meeting on November 13, 1991 and
supersedes any prior supplemental pension agreement with you. 
USAir hereby agrees with you as follows:

      1.     In consideration for your past services to USAir and
your future services between the date of this letter and the time
of your retirement, USAir will pay or cause to be paid to you, or
on your account, a supplemental pension benefit in an amount
determined in accordance with paragraph 3 of this letter.

      2.     For purposes of this agreement, (a) the Retirement Plan
for Certain Employees of USAir, Inc., (b) the Target Benefit Plan
for Certain Employees of USAir, Inc., (c) the USAir, Inc.
Supplementary Retirement Benefit Plan, and (d) any defined
contribution pension plan established by USAir in the future for
the purpose of providing retirement income, will be referred to
collectively as the "Pension Plans" and the Retirement Plan for
Certain Employees of USAir, Inc. when being referenced on its own
will be referred to as the "Retirement Plan."

      3.     The supplemental pension benefit payable to you
pursuant to this agreement will be in an amount calculated as
follows:

      (a)  In the event of your retirement from USAir at age 65,
your supplemental benefit will be the difference of subparagraph
(i) minus subparagraph (ii), where (i) and (ii) are:

      (i)  the pension benefit calculated under the benefit formula
set forth in the Retirement Plan had you been employed by USAir for
a period of 30 years; 




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      (ii)  all pension benefits payable to you in the aggregate
under the Pension Plans as defined above and any other pension
benefits accruing to you as a result of other employment prior to
reaching age 65 (either prior to your employment with USAir or
subsequent to such employment).

      (b)  In the event of your retirement from USAir or death while
an employee of USAir on or after age 55, but before age 65, your
supplemental benefit will be the difference of subparagraph (i)
minus subparagraph (ii), where (i) and (ii) are:

      (i)  the pension benefit calculated under the benefit formula
set forth in the Retirement Plan had you been employed by USAir for
a period of 30 years less the difference between age 65 and your
then attained age;

      (ii)  all pension benefits payable to you in the aggregate
under the Pension Plans as defined above and any other pension
benefits accruing to you as a result of other employment prior to
reaching age 65 (either prior to your employment with USAir or
subsequent to such employment).

      (c)  In the event you cease to be an employee of USAir prior
to age 55 as a result of the termination of your employment by
USAir, other than termination for cause as defined in the
employment agreement between you and USAir as in effect at the time
of the termination, your supplemental benefit will be the
difference of subparagraph (i) minus subparagraph (ii), where (i)
and (ii) are:

      (i)  the pension benefit calculated under the benefit formula
set forth in the Retirement Plan had you been employed by USAir at
the date of such termination for a period of 30 years less the
difference between age 65 and your then attained age;

      (ii)  all pension benefits payable to you in the aggregate
under the Pension Plans as defined above and any other pension
benefits accruing to you as a result of other employment prior to
reaching age 65 (either prior to your employment with USAir or
subsequent to such employment).













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      4.     For purposes of calculating the supplemental benefits
under paragraph 3 above, the following rules will be applied:

      (a)     In determining the amount of the pension benefit
calculated under the benefit formula set forth in the Retirement
Plan for purposes of any subparagraph (i), it shall be assumed that
the Retirement Plan was not frozen in 1991.

      (b)     In determining the amount of the pension benefit
calculated under the benefit formula set forth in the Retirement
Plan for purposes of any subparagraph (i), it shall be assumed that
the limitations imposed by Sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, as amended, are not applicable.

      (c)     In determining the amount of the pension benefits
payable in the aggregate under the Pension Plans for purposes of
any subparagraph (ii), any benefit payable under a defined
contribution plan maintained by USAir shall only be included to the
extent that the benefit is attributable to contributions made by
USAir and any portion of the benefit payable under such defined
contribution plan attributable to your own contributions shall be
excluded.

      (d)     In determining the amount of the pension benefits
payable in the aggregate under the Pension Plans for purposes of
any subparagraph (ii), any benefit payable under one of the Pension
Plans in the form of a lump sum, shall be converted to an annuity
for purposes of calculating the benefit to be offset by any
subparagraph (ii).

      5.     In the event you terminate your employment with USAir
at any time prior to age 55 or if USAir terminates your employment
for cause as defined by the employment agreement between you and
USAir in effect at the time of the termination, USAir will not be
obligated to pay any pension benefits under this agreement.

      6.     If you terminate your employment after age 55 and
accept other employment, no pension benefits shall be payable
hereunder until the first to occur of termination of such
subsequent employment or your reaching age 65.

      7.     The supplemental benefit payable hereunder shall be
unfunded and shall be paid directly from USAir's general assets,
including any trust or fund created for that purpose.  The
supplemental benefit payable hereunder shall be paid in the same
form of payment as your benefit payments are made under the
Retirement Plan.




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      8.     If you have an accrued vested pension benefit payable
to you upon retirement as a result of employment other than at
USAir, it is understood and agreed that you will furnish USAir with
such information as it may reasonably require concerning these
pension benefits  to enable USAir to ascertain the amount of its
obligation under this agreement.  It is further understood and
agreed that, for purposes of determining USAir's obligation under
this agreement, any benefits to be offset from such other
employment will be done on the basis that all benefits paid from
all plans are to paid commencing at the same age and in the same
payment form.

      9.     This letter may be amended or supplemented at the
request of either party hereto to clarify its application with
respect to any future pension plan which USAir may adopt replacing
or supplementing its existing Pension Plans.  Any such amendment or
supplement will be prepared on the basis of the intent of the
parties that USAir is seeking to provide you with supplemental
pension benefits as determined in paragraph 3 above.

      10.     If you concur in the foregoing, please indicate your
agreement by signing a copy of this letter in the space provided
below.


                                  USAIR, INC.


                                  By:  /s/Seth E. Schofield
                                       _________________________
                                       Seth E. Schofield
                                       President & Chief 
                                          Executive Officer


Agreed:

/s/James T. Lloyd   
_____________________________

  December 10, 1991
_____________________________ (Date)