Exhibit 10.31



                             April 29, 1996




Mr. N. Bruce Ashby
11326 Bright Pond Lane
Reston, Virginia 20194	

Dear Mr. Asbhy:

     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 May 21, 1996.  USAir hereby 
agrees with you as follows:

     1.  In consideration for your future services between the 
date of this letter and the time of your retirement, USAir will 
pay to you a supplemental pension benefit equal to the pension 
benefit calculated under the benefit formula set forth in the 
Retirement Plan for Certain Employees of USAir, Inc. (the 
"Retirement Plan") assuming (i) that the Retirement Plan had not 
been frozen in 1991, (ii) final average earnings under the 
Retirement Plan in an amount based on your actual base salary plus 
an assumed bonus in the target amount of 30% of your base salary, 
(iii) no amendments to the Retirement Plan after the date hereof, 
and (iv) credited service under the Retirement Plan using "deemed 
credited service" determined at the rate of one year of credited 
service for each actual year of credited service with USAir up to 
a maximum of 10 years of credited service; provided, however, that 
the supplemental pension benefit is subject to the following 
limitation.  In the event that all pension benefits payable to you 
in the aggregate under any pension plan maintained by USAir for 
the purpose of providing retirement income, whether tax-qualified 
or non-tax-qualified (and including the supplemental pension 
benefit provided hereunder), exceed in the aggregate the benefit 
which would have been payable to you under the benefit formula set 
forth in the Retirement Plan assuming (i) that the Retirement Plan 
had not been frozen in 1991, (ii) final average earnings under the 
Retirement Plan in an amount based on your actual base salary plus 
an assumed bonus in the target amount of 30% of your base salary, 
(iii) no amendments to the Retirement Plan after the date hereof, 
and (iv) 30 years of credited service under the Retirement Plan, 
then the supplemental pension benefit payable hereunder shall be 
reduced, but not below zero, until such aggregate limitation is no 
longer exceeded.  You will become immediately vested in your 
accrued supplemental pension benefit as each full year of credited 
service is completed.





     2.  For purposes of calculating the supplemental pension 
benefit under paragraph 1 above, the following rules will apply:

     (a) In determining the amount of the pension benefit 
         calculated under the benefit formula set forth in
         the Retirement Plan 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.

     (b) In determining the amount of the pension benefit 
         payable in the aggregate under any defined 
         contribution pension plans, the benefit shall only 
         be included to the extent that it is attributable to 
         contributions made by USAir (including earnings 
         attributable to such contributions) and any portion 
         of the benefit payable under such defined 
         contribution pension plans attributable to your own 
         contributions (including earnings attributable to 
         such contributions) shall be excluded.

     (c) In determining the amount of the pension benefit 
         payable under any defined contribution pension 
         plans, any benefit payable in the form of a lump 
         sum, shall be converted to a single life annuity for 
         purposes of calculating the benefit payable 
         thereunder.

     (d) In determining the amount of your supplemental 
         benefit hereunder, the reduction factors, actuarial 
         assumptions, definitions, administrative provisions 
         and other applicable provisions of the Retirement 
         Plan will control.

     3.  The amount of supplemental pension benefit calculated 
pursuant to paragraph 1 will be payable in the event of your 
normal retirement from USAir at age 65.  You may elect to receive 
early retirement benefits under this agreement at any time after 
termination of your employment with USAir and upon your attainment 
of age 55.  In the event of your early retirement from USAir, the 
supplemental pension benefit calculated pursuant to paragraph 1 
will be reduced for early commencement in accordance with the 
early retirement reduction factors set forth in the Retirement 
Plan.

     4.  You may elect to receive your supplemental pension 
benefit in any of the following payment forms:  

     (a) an annuity (single life or joint and survivor) payable 
         from the general assets of USAir;


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     (b) any one of the optional payment forms provided for
         under the terms of the Retirement Plan; or

     (c)  a single lump sum payment.

In the event that you select an option other than option (a), the 
cost of providing such optional payment form must be cost-neutral 
to USAir to providing payment option (a) and actuarial 
equivalencies will be determined in accordance with the terms of 
the Retirement Plan, or if no such provision is included in the 
Retirement Plan, determined at USAir's sole discretion.  

     5.  In the event of your death prior to the payment of your 
supplemental pension benefit, your surviving spouse will be 
entitled to a benefit hereunder equal to 50 percent of the benefit 
which would have been payable had you retired and commenced 
benefits on the day before your death.  In the event of your death 
prior to the payment of your supplemental pension benefit and you 
have no surviving spouse, USAir will have no payment obligation 
under this agreement.  In the event of your death after the 
commencement of benefits hereunder, a death benefit will be 
payable only if applicable pursuant to the payment form elected 
under paragraph 4. 

     6.  Notwithstanding anything in this agreement to the 
contrary, your supplemental pension benefit will immediately vest 
and you will be entitled to a benefit under paragraph 1 assuming 
10 years of deemed credited service if you resign for "good 
reason" or your employment is terminated after a "change-of-
control."  For purposes of this paragraph the terms "good reason" 
and "change-of-control" shall have the definitions set forth in 
the severance agreement between you and USAir dated April 29, 
1996.

     7.  Your benefits hereunder shall be accrued, but unfunded 
and unsecured.

8. 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 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 1 above.


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


                             US AIR, INC.


                             /s/ Michelle V. Bryan
                             -------------------------
                             Michelle V. Bryan
                             Vice President, Deputy General
                             Counsel and Secretary


Agreed:

/s/ N. Bruce Ashby
---------------------------
N. Bruce Ashby









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