<PAGE>                                             Exhibit 10.15





                                 February 19, 1996





Mr. Rakesh Gangwal
74 Watergate
South Barrington, Illinois  60010

Dear Rakesh:

     This letter confirms that in connection with the Employment
Agreement dated as of February 19,1996 between USAir, Inc. (the
"Company") and you, the Company has agreed to provide you with
the additional benefits described herein.

     The Company will provide you with the use of an automobile
during your employment, at your selection but subject to the
approval of the Chief Executive Officer.  USAir will provide you
with a "gross up" payment for any tax liability incurred by you
in connection with the provision of such automobile.
 
     The Company will provide you with relocation assistance in
the form of (1) the purchase of your home in Chicago, (2)
reimbursement for reasonable living expenses for living
accommodations near the Company's headquarters, (3) reasonable
closing costs on the purchase of a residence, including up to
three points,  and (4) reimbursement for moving household goods
and reasonable storage from your Chicago and Paris residences. 
In connection with the purchase of your home in Chicago, USAir
will obtain three independent appraisals and will use a purchase
price which is the highest appraised market value but not to
exceed 8% above the second highest appraised market value. 
Payments for such relocation assistance will be "grossed up" for
all applicable tax liability.

     While employed by the Company, you will be reimbursed for
reasonable expenses incurred for tax return preparation up to an
annual maximum of $10,000.

     Reimbursement will be made as expenses are incurred upon
your submission of appropriate documentation.



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<PAGE>
Mr. Rakesh Gangwal
February 19, 1996


     As soon as practicable following receipt by the Company of
your written direction, but in no event later than November 19,
1996, the Company will purchase and assign to you an annuity
contract or contracts, as you designate, with an after-tax value
in an aggregate amount equal to (i) $1,000,000, plus (ii) the
amount of interest that would have been credited from February
19, 1996 until the earlier of the policy issuance date or
November 19, 1996 on an account with an initial principal amount
of $1,000,000 bearing interest at an annual interest rate of the
Moody's AA corporate bond rate determined at the date of annuity
purchase.  

     Upon your employment with the Company, you (and your
eligible spouse and dependents) will become immediately vested in
(1) lifetime health benefits, in accordance with the health plan
benefits provided to other senior officers of the Company, and
(2) travel benefits in accordance with the terms of the plan on
the date of your employment or as increased in the future.  Upon
the separation of your employment with the Company for any
reason, the Company will continue to provide you with (1) on-line
travel privileges on the most favorable basis such benefits were
provided during your employment, or if more favorable to you
and/or your family, as in effect at any time thereafter with
respect to other key employees, with such benefits to continue
for your life and, upon your death for your surviving spouse and
eligible dependents, and (2) health insurance on the same basis
such benefits are provided to other retired senior officers who
have reached normal retirement age, with such benefits to
continue for your life and, upon your death for your surviving
spouse and eligible dependents in accordance with the terms of
such plans; provided, however, that if you become eligible for
health insurance through a subsequent employer, the Company's
provision of such benefits shall be secondary to the benefit
coverage of the subsequent employer while such coverage of a
subsequent employer is in effect.

     In the event USAir Group, Inc. ("Group") for any reason is
unable to award you the stock options described in our February
5, 1996 letter agreement, Group and/or the Company will award you
a substitute award, reasonably acceptable to you, with value and
terms substantially identical to the value and terms such options
would have had.






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<PAGE>
Mr. Rakesh Gangwal
February 19, 1996


     Please indicate with your signature below if the foregoing
accurately sets forth our agreement on the subject matter hereof.


                              Sincerely yours,

                              /s/Michelle V. Bryan

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



Agreed:


/s/Rakesh Gangwal
________________________
    Rakesh Gangwal


























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