<PAGE>                                           EXHIBIT 10.29


                                 April 1, 1992

Mr. W. Thomas Lagow
Executive Vice President-Marketing
USAir, Inc.
Crystal Park Four
2345 Crystal Drive
Arlington, Virginia 22227

Dear Tom:

      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 by resolutions adopted by unanimous written
consent on February 7, 1992 and supersedes any prior supplemental
pension agreement with you.  USAir hereby agrees with you as
follows:

      1.     In consideration for your services to USAir 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 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 using "deemed credited service"
determined in accordance with the following schedule, up to a
maximum of 30 years of "deemed credited service":







<PAGE>

         Actual Service              Deemed Credited Service
         ______________              _______________________
 
      Years 1 through 5       3 years of credited service  
                              per year of actual service
      Years 6 through 10      2 years of credited service per 
                              year of actual service
      Years 11 and up         1 year of credited service per
                              year of actual service

      (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).

The amount of supplemental pension benefit calculated pursuant to
this paragraph will be payable in the event of your normal
retirement from USAir at age 65.  In the event of your early
retirement from USAir or death while an employee of USAir after
attaining age 55, the amount of supplemental pension payable
hereunder will be determined in accordance with the deemed service
schedule set forth above based on actual service up to the date of
early retirement or death, with the resulting benefit reduced for
early commencement.  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 pension payable
hereunder will be determined in accordance with the deemed service
schedule set forth above based on actual service up to the date of
your termination.  No benefit will become payable until you reach
early retirement age and will be reduced for early commencement if
payment is before age 65.

      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 subparagraph (i), it shall be assumed that the
Retirement Plan was not frozen in 1991.










<PAGE>


      (b)     In determining the amount of the pension benefit
calculated under the benefit formula set forth in the Retirement
Plan for purposes of 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
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
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
subparagraph (ii).

      (e)     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. 

      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 supplemental 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.











<PAGE>


      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 Pension
Plans.

      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/W. Thomas Lagow
_____________________________

    May 5, 1992
_____________________________ (Date)