<PAGE>                                            Exhibit 10.26



                                 November 9, 1995


Mr. Seth E. Schofield
Chairman and Chief Executive Officer
USAir, Inc.
2345 Crystal Drive
Arlington, Virginia  22227

Dear Seth:

      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
Compensation and Benefits Committee of the Board of Directors at
its meeting on November 9, 1995.  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 maintained by USAir for the purpose of
providing retirement income (whether qualified or non-qualified),
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)  the pension benefit calculated under the benefit formula
set forth in the Retirement Plan as if the Retirement Plan had not
been frozen in 1991 and using your salary of record, rather than
your reduced salary, for the years 1992, 1993, 1994 and 1995, less

      (b)  all pension benefits payable to you in the aggregate
under the Pension Plans as defined above.





<PAGE>
Mr. Seth E. Schofield
November 9, 1996

      4.  In determining the amount of the pension benefit
calculated under the benefit formula set forth in the Retirement
Plan for purposes of subparagraph 3(a), 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.

      5.  In determining the amount of the pension benefits payable
in the aggregate under the Pension Plans for purposes of
subparagraph 3(b), 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.

      6.  In determining the amount of the pension benefits payable
in the aggregate under the Pension Plans for purposes of
subparagraph 3(b), 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.

      7.  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.

      8.  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.

      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/Mathias J. DeVito
                                  _______________________________
                                  Mathias J. DeVito
                                  Chairman of the Compensation 
                                     and Benefits Committee
Agreed:

/s/Seth E. Schofield
_____________________________
Seth E. Schofield

December 30, 1995      (Date)
_____________________________