<PAGE>                                                 Exhibit 3.2

                            BY-LAWS
                       USAIR GROUP, INC.
                       November 28, 1995
                      * * * * * * * * * * *


                           ARTICLE I
                            OFFICES
      The registered office of the Corporation shall be in the City
of Wilmington, County of New Castle, Delaware.  The Corporation may
have offices within and without the State of Delaware.
                          ARTICLE II
                    MEETINGS OF STOCKHOLDERS
      Section 1.  Annual Meetings.  The annual meeting of
stockholders for the election of Directors shall be held on the
fourth Wednesday in May, or if that be a legal holiday, on the next
succeeding day not a legal holiday, at nine- thirty o'clock in the
morning, or in any year at such other date and time as may be
designated by the Board of Directors, at which meeting the
stockholders shall elect by ballot, by plurality vote, a Board of
Directors and may transact such other business as may come before
the meeting.


                                1
<PAGE>

      Section 2.  Special Meetings.  Special meetings of the
stockholders, except those regulated by statue, may be called at
any time by the Chairman or President, and shall, be called by the
President or Secretary on the request, in writing, or by vote, of
a majority of Directors, and by no other person or persons.  No
business may be transacted at a special meeting of the stockholders
except as set forth in the notice of such meeting.
      Section 3.  Location of Meetings.  All meetings of the
stockholders for any purpose may be held, within or without the
State of Delaware, at such time and place as shall be stated in the
notice of the meeting or a duly executed waiver of notice, and by
no other person or persons.  No business may be transacted at a
special meeting of the stockholder except as set forth in the
notice of such meeting.
      Section 4.  List of Stockholders.  The Secretary shall cause
to be prepared a complete list of stockholders entitled to vote at
any meeting, arranged in alphabetical order and showing the address
of each stockholder and number of shares registered in the name of
each stockholder.  The list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for at least ten days prior to the meeting
either at a place within the city where the meeting is to be held
(which place shall be specified in the notice of meeting) or at the
place where the meeting is to be held.  The list shall also be open 
                                2

<PAGE>
for inspection by stockholders during the time and at the place of
the meeting.
      Section 5.  Voting.  Each stockholder entitled to vote shall,
at every meeting of the stockholders, be entitled to one vote in
person or by proxy, signed by him, for each share of voting stock
held by him but no proxy shall be voted on or after three years
from its date, unless it provides for a longer period.  Such right
to vote shall be subject to the right of the Board of Directors to
fix a record date for voting stockholders as hereinafter provided.
      Section 6.  Notice of Stockholder Business.  At an annual
meeting of the stockholders held pursuant to Section 1 of this
Article II, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any stockholder of the Corporation,
provided such stockholder complies with this Section 6.  For
business to be properly brought before an annual meeting by a
stockholder, the stockholder shall give prior written notice
thereof to the Secretary.  Such notice shall be received at the
principal executive offices of the Corporation by the Secretary 
not less than thirty nor more than sixty days prior to such annual
meeting; provided, however, that in the event that less than forty
days' prior written notice or prior public disclosure of the date
of the meeting is given or made to stockholders, such notice by the
stockholder shall be received by the Secretary not later than the 

                                3

<PAGE>

close of business on the tenth day following the day on which such 
notice of the date of the annual meeting was mailed or such public 
disclosure was made.  A stockholder's notice to the Secretary
pursuant to this Section 6 shall set forth as to each matter the
stockholder proposes to bring before the annual meeting:  (a) a
brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material
interest of the stockholder in such business.  Notwithstanding any
provision in these By-Laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with this
Section 6.  The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with this Section
6, and if he should so determine, he shall so declare to the
meeting and any such business shall not be transacted.
      Section 7.  Notice to Stockholders.  Notice of all meetings
shall be mailed by the Secretary to each stockholder of record
entitled to vote, at his or her last known post office address, not
less than ten nor more than sixty days prior to any annual or
special meeting.
                                4

<PAGE>

      Section 8.  Quorum.  The holders of a majority of the stock
outstanding and entitled to vote shall constitute a quorum but the
holders of a smaller amount may adjourn from time to time without
further notice until a quorum is secured.
      Section 9.  Stockholder Action by Written Consent.  In order
that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be
more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors.  Any
stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice
to the Secretary, request the Board of Directors to fix a record
date.  The Board of Directors shall promptly, but in all events
within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date.  If no record date has
been fixed by the Board of Directors within 10 days of the date on
which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors
is required by applicable law, shall be the first date on which a 

                                5

<PAGE>

signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of
business, or any officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
                          ARTICLE III
                           DIRECTORS
      Section 1.  Number.  The property and business of the
Corporation shall be managed and controlled by its Board of
Directors, consisting of fifteen members.  Directors need not be
stockholders.
      Section 2.  Notice of Stockholder Nominees.  Only persons
nominated in accordance with this Section 2 shall be eligible for
election as Directors.  Nomination of persons for election to the 


                                6

<PAGE>

Board of Directors of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder of the Corporation entitled to vote for
the election of Directors at the meeting who complies with this
Section 2.  Such nominations, other than those made by or at the
direction of the Board of Directors, shall be received at the
principal executive offices of the Corporation by the Secretary not
less than thirty nor more than sixty days prior to the meeting;
provided, however, that in the event less than forty days' prior
written notice or prior public disclosure of the date of the
meeting is given or made to stockholders, such notice by the
stockholder shall be received by the Secretary not later than the
close of business on the tenth day following the day on which such
notice of the date of meeting was mailed or such public disclosure
was made.  Such stockholder's notice shall set forth:  (a) as to
each person whom the stockholder proposes to nominate for election
or re-election as a Director, all information relating to such
person as is required to be disclosed in solicitation of proxies
for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
Director if elected), and (b) as to the stockholder giving the 

                                7

<PAGE>

notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and
number of shares of the Corporation which are beneficially owned by
such stockholder.  At the request of the Board of Directors any
person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary that information required
by this Section 2 to be set forth in a stockholder's notice of
nomination which pertains to the nominee.  No person shall be
eligible for election as a Director of the Corporation unless
nominated in accordance with these By-Laws.  The Chairman of the
stockholders' meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance
with these By-Laws, and if he should so determine, he shall so
declare to such meeting and the defective nomination shall be
disregarded.
      Section 3.  Election, Term, Vacancies.  The Directors shall
hold office until the next annual election and until their
successors are elected and qualified.  They shall be elected by the
stockholders, except that if there be a vacancy in the Board by
reason of death, resignation or otherwise, such vacancy shall be
filled for the unexpired term by the remaining Directors, though
less than a quorum, by a majority vote.


                                8

<PAGE>

      Section 4.  Powers of Directors.  The business of the
Corporation shall be managed by or under the direction of its Board
of Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.
      Section 5.  Directors Emeriti.  For the purpose of conserving,
for the benefit of the Corporation, the knowledge, experience and
good will generated by a long period of service in formulating and
implementing the basic policies of the Corporation or predecessor
or affiliated corporations, the Board of Directors shall have the
power in its discretion to appoint one or more Directors Emeriti. 
Any person who has served for a period of not less than ten years
on the Board of Directors of the Corporation or of any predecessor
or affiliate of the Corporation, may be appointed a Director
Emeritus by the Board of Directors for an annual term and shall be
eligible for reappointment annually at the discretion of the Board. 
The duties of a Director Emeritus shall consist of being available
to the Chairman and President of the Corporation for consultation
and advice on any matters pertaining to the Corporation which the
Chairman or President may refer to him from time to time. 
Directors Emeriti shall be notified of and be invited to attend the
annual meeting of the Board of Directors and such other meetings as

                                9

<PAGE>

determined by the Chairman or President of the Corporation and be
entitled to be heard at such meetings on matters pending before the
Board of Directors.  They shall not be members of the Board nor be
entitled to vote as such nor be counted as constituting part of a
quorum.
      Section 6.  Compensation.  Directors, members of committees
and Directors Emeriti shall receive such compensation as the Board
shall from time to time prescribe.
                          ARTICLE IV
                     MEETINGS OF DIRECTORS
      Section 1.  Annual Meeting.  After each annual election of
Directors, the newly elected Directors may meet for the purpose of
organization, the election of Officers, and the transaction of
other business, at such place and time as shall be fixed by the
stockholders at the annual meeting, and, if a majority of the
Directors be present at such place and time, no prior notice of
such meeting shall be required to be given to the Directors.  The
place and time of such meeting may also be fixed by written consent
of the Directors.
      Section 2.  Regular Meetings.  Bi-monthly meetings of the
Board of Directors shall be held in January, March, May, July,
September and November in each year, on the date and at a time and
place designated from time to time by the Board of Directors.  The 

                                10

<PAGE>

Secretary shall forward to each Director, at least five days before
any such meeting, a notice of the time and place of the meeting.
      Section 3.  Special Meetings.  Special meetings of the
Directors may be called by the Chairman or President on two days'
notice in writing, or on one day's notice by telegraph to each
Director, and shall be called by the President in like manner on
the written request of two or more Directors.
      Section 4.  Location.  Meetings of the Directors may be held
within or without the State of Delaware at such place as is
indicated in the notice of waiver of notice thereof.
      Section 5.  Quorum.  A majority of the Directors shall
constitute a quorum, but a smaller number may adjourn from time to
time, without further notice, until a quorum is secured.
                            ARTICLE V
                            COMMITTEES
      Section 1.  Creation.  The Board of Directors may, by
resolution or resolutions passed by a majority of the Board,
designate one or more committees each to consist of three or more
Directors of the Corporation.  Each such Committee shall have and
may exercise such powers and duties as shall be delegated to it by
the Board of Directors except that no such Committee shall have
power to (a) elect Directors; (b) alter, amend or repeal these By-


                                11

<PAGE>

Laws or any resolution or resolutions of the Board of Directors
relating to such Committee; (c) declare any dividend or make any
other distribution to the stockholders of the Corporation; (d)
appoint any member of such Committee; or (e) take any other action
which may lawfully be taken only by the Board.
      Section 2.  Committee Procedure.  Each such Committee
established by the Board shall meet at stated times or on notice to
all members by any member of such Committee.  Each such Committee
shall establish its own rules of procedure.  Each such Committee
shall keep regular minutes of its proceedings and report the same
to the Board of Directors.
                         ARTICLE VI
                       INDEMNIFICATION
      The Corporation shall indemnify its Directors, Officers and
employees, and shall have the power to indemnify its other agents,
to the full extent permitted by the General Corporation Law of the
State of Delaware, as amended from time to time (but, in the case
of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than such law permitted the Corporation to provide on June 29,
1989).  Expenses (including attorneys' fees) incurred by an
Officer, Director or employee in defending any civil, criminal, 


                                12

<PAGE>

administrative, or investigative action, suit or proceeding shall
to the fullest extent permitted by law be paid by the Corporation
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
Director, Officer or employee to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the Corporation as authorized hereunder.   The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise. 
                             ARTICLE VII
                              OFFICERS
      Section 1.  General.  The Officers of the Corporation shall be
a Chairman of the Board, a Chief Executive Officer, a President,
one or more Vice Presidents, a Secretary, a Treasurer, a Controller
and such other Officers as may from time to time be chosen by the
Board of Directors.  The Chief Executive Officer shall be empowered
to appoint and remove from office, at his discretion, Assistant
Vice Presidents and Assistant Secretaries.  Any number of offices 


                                13

<PAGE>

may be held by the same person, unless the certificate of
incorporation or these By-Laws otherwise provide.
      Section 2.  Term.  The Officers of the Corporation shall hold
office until their successors are chosen and qualified.  Any
Officer chosen or appointed by the Board of Directors may be
removed either with or without cause at any time by the affirmative
vote of a majority of the whole Board of Directors.  If the office
of any Officer other than an assistant officer becomes vacant for
any reason, the vacancy shall be filled by the affirmative vote of
a majority of the whole Board of Directors.
      Section 3.  Chairman of the Board.  A Chairman of the Board
shall be chosen from among the Directors.  The Chairman of the
Board shall preside at all meetings of the stockholders and
Directors and shall perform such other duties as may be prescribed
by the Board of Directors.
      Section 4.  Chief Executive Officer.  The Chief Executive
Officer shall have responsibility for the general and active
management of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried
into effect.
      Section 5.  President.  The President shall be the Chief
Operating Officer of the Corporation.  The President shall have
such responsibilities and authority as determined by the Chief
Executive Officer of the Corporation.
                                14

<PAGE>

      Section 6.  Vice President.  The Vice President or Vice
Presidents, in the order designated by the Board of Directors,
shall be vested with all the powers and required to perform all the
duties of the President in his absence or disability and shall
perform such other duties as may be prescribed by the Board of
Directors.
      Section 7.  Secretary.  The Secretary shall perform all the
duties commonly incident to his office, and keep accurate minutes
of all meetings of the stockholders, the Board of Directors and the
Committees of the Board of Directors, recording all the proceedings
of such meetings in a book kept for that purpose.  He shall give
proper notice of meetings of stockholders and Directors and perform
such other duties as the Board of Directors shall designate.
      Section 8.  Treasurer.  The Treasurer shall have custody of
the funds and securities of the Corporation and shall keep full and
accurate accounts of disbursements and shall deposit all monies and
other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board
of Directors.  He shall disburse the funds of the Corporation as
may be ordered by the Board or President, taking proper vouchers
for such disbursements, and shall render to the President and
Directors, whenever they may require it, an account of all his


                                15

<PAGE>

transactions as Treasurer and of the financial condition of the
Corporation.  Until such time as a Controller is elected, the
Treasurer shall also maintain adequate records of all assets,
liabilities and transactions of the Corporation and shall see that
adequate audits thereof are currently and regularly made.  He shall
cause to be prepared, compiled and filed such reports, statements,
statistics and other data as may be required by law or prescribed
by the President.  The Treasurer shall perform such other duties as
the Board of Directors may from time to time prescribe.
                           ARTICLE VIII
                              STOCK
      Section 1.  Certificates.  Certificates of stock of the
Corporation shall be signed by, or in the name of, the Corporation
by the President or a Vice President and the Secretary or an
Assistant Secretary, certifying the number of shares of the holder
thereof.  The Board of Directors may appoint one or more transfer
agents and registrars of transfers, which may be the same agency or
agencies, and may require all certificates to bear the signatures
of one of such transfer agents and one of such registrars of
transfers, or as the Board of Directors may otherwise direct. 
Where any such certificate is signed by a transfer agent or
transfer clerk and by a registrar, the signatures of any such 


                                16

<PAGE>

President, Vice President, Secretary or Assistant Secretary may be
facsimiles engraved or printed.  The certificates shall bear the
seal of the Corporation or a predecessor corporation or shall bear
a facsimile of such seal engraved or printed.
      In case any Officer or Officers who have signed, or whose
facsimile signature or signatures have been used on, any
certificate or certificates of stock, has ceased to be an Officer
or Officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
have been delivered by the Corporation, such certificate or 
certificates may nevertheless be adopted by the Corporation and be
issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or
signatures have been used thereon, had not ceased to be such
Officer or Officers of the Corporation.
      Section 2.  Lost Certificates.  If a certificate of stock is
lost or destroyed, another may be issued in its stead upon proof of
loss or destruction and the giving of a satisfactory bond of
indemnity, in an amount sufficient to indemnify the Corporation
against any claim.  A certificate may be issued without requiring
bond when, in the judgment of the Directors, it is proper to do so.
      Section 3.  Transfers.  All transfers of stock of the
Corporation shall be made upon its books by the holder of the 

                               17
<PAGE>

shares in person or by his lawfully constituted representative,
upon surrender of certificates of stock for cancellation.
      Section 4.  Fixing Record Date.  The Board of Directors may
fix in advance a record date in order to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action. The record date shall not be more than sixty nor
less than ten days before the date of any meeting of stockholders
nor more than sixty days prior to any other action.
      Section 5.  Stockholders of Record.  The Corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof, and accordingly shall not be
bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall
have express or other notice thereof, except as expressly provided
by the laws of the State of Delaware.




                                18

<PAGE>

                          ARTICLE IX
                      GENERAL PROVISIONS
      Section 1.  Fiscal Year.  The fiscal year of the Corporation
shall begin the first day of January and end on the 31st day of
December of each year.
      Section 2.  Dividends.  Dividends upon the capital stock may
be declared by the Board of Directors at any regular or special
meeting and may be paid in cash or in property or in shares of the
capital stock.  Before paying any dividend or making any
distribution of profits, the Directors may set apart out of any of
the funds of the Corporation available for dividends a reserve or
reserves for any proper purpose and may alter or abolish any such
reserve or reserves.
      Section 3.  Checks.  All checks, drafts or orders for the
payment of money shall be signed by the Treasurer or by such other
Officer, Officers, employee or employees as the Board of Directors
may from time to time designate.
      Section 4.  Corporate Seal.  The Corporate Seal shall have
inscribed thereon the name of the Corporation, the year of its
incorporation, and the words "Incorporated Delaware."




                                19
<PAGE>

                         ARTICLE X
                    AMENDMENT TO BY-LAWS
      Subject to the provisions of any resolution of Directors
creating any series of preferred stock, the Board of Directors
shall have the power from time to time to make, alter or repeal By-
Laws, but any By-Laws made by the Board of Directors may be
altered, amended or repealed by the stockholders at any annual
meeting of stockholders, or at any special meeting provided that
the notice of such proposed alteration, amendment or repeal is
included in the notice of such special meeting.
                          ARTICLE XI
          RESTATED CERTIFICATE OF INCORPORATION TO GOVERN               
      Notwithstanding anything to the contrary herein, in the event
any provision contained herein is inconsistent with or conflicts
with a provision of the Corporation's Restated Certificate of
Incorporation, as the same may be from time to time amended or
supplemented (the "Restated Certificate of Incorporation"), such
provision herein shall be superseded by the inconsistent provision
in the Restated Certificate of Incorporation, to the extent
necessary to give effect to such provision in the Restated
Certificate of Incorporation.