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                                                   Exhibit 10.25


                                         January 30, 1997


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

Dear Tom:

     This letter, when countersigned by you, will reflect the 
agreement between you and USAir, Inc. ("USAir") with respect to 
the severance of your employment with USAir and amends the terms 
of the Employment Agreement between USAir and you dated as of 
February 7, 1992, as previously amended ("Employment Agreement"). 
 The terms of this amendment have been approved by the Board of 
Directors at its meeting held on January 22, 1997.  

     USAir previously notified you of its intent to terminate your 
employment effective on January 7, 1997. Pursuant to the 
provisions below, USAir is hereby agreeing to extend your 
termination date until February 7, 1997.  Your termination will be 
reflected as a retirement on company records.  USAir acknowledges 
that such termination of your employment entitles you to severance 
payments under Section 6(d)(1) of the Employment Agreement and all 
notice requirements for you or USAir thereunder are hereby waived. 
USAir agrees to pay to you all severance compensation and benefits 
set forth in Section 6(d)(1) of the Employment Agreement which 
provides for the obligations of the company upon the termination 
of the executive's employment in the absence of a change of 
control. The specific compensation and benefits required pursuant 
to the Employment Agreement, assuming a February 7, 1997 "Date of 
Termination" (as defined in the Employment Agreement) are set 
forth in Attachment A.

     You requested, and USAir hereby agrees to provide, the 
following additional compensation and benefits which you 
acknowledge exceed the compensation and severance benefits to 
which you were otherwise entitled as result of the termination of 
your employment:

     A.  February 7, 1997 Severance Date.  USAir agrees to extend 
your employment through February 7, 1997 enabling you to qualify 
for retiree benefit coverage as set forth more fully in paragraphs 
(D) and (E) below.  Your employment as Executive Vice President-
Marketing and every other position you hold with any parent, 
subsidiary or affiliated company of USAir, will be severed 
effective February 7, 1997.  February 7, 1997 will be deemed to be 
the "Date of Termination" for all purposes of the Employment 
Agreement.  During the period of employment from today's date 
through February 7, 1997, you will continue to receive your 
current salary and all other compensation and benefits applicable 
to your current position as a senior officer.

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     B.  Restricted Stock.  The 12,250 shares of restricted stock 
granted to you on November 28, 1995 and which will remain subject 
to restrictions on the Date of Termination and which would 
otherwise be immediately forfeited upon your termination, will not 
be forfeited and the restrictions will lapse on the established 
vesting schedule dates irrespective of your employment 
termination.  Specifically, the restrictions will lapse on 5,250 
shares of restricted stock on November 28, 1997 and the remaining 
7,000 shares of restricted stock on November 28, 1998; however, 
the lapse of the restrictions on each of the aforementioned 
vesting dates remain contingent on your satisfactory compliance 
with the conditions set forth below.

      C.  Bonus.  On November 28, 1997, you will receive a bonus 
payment for the 1996 fiscal year pursuant to the terms of the 
Incentive Compensation Plan of USAir Group, Inc.  This payment 
will be in the gross amount of $238,000, plus interest accrued 
from the date the 1996 bonus payments are made to other executives 
of the company through November 28, 1997 using a reasonable 
interest rate as determined at USAir's discretion; however, the 
payment of such bonus remains contingent on your satisfactory 
compliance with the conditions set forth below.  Applicable taxes 
will be withheld from the payment but no other payroll deductions 
will be withheld from the payment.  

      D.  Retiree Health Benefits.  You hereby agree to elect 
commencement of retirement benefits from all USAir pension plans 
effective March 1, 1997.  At the expiration of the Employment 
Period (as defined in the Employment Agreement) on February 7, 
2000, coverage under USAir's health benefit plan will convert to 
retiree coverage.  Effective February 7, 2000 you will be covered 
on the same basis as other retired USAir employees and coverage 
will continue in accordance with the terms of the USAir, Inc. 
Health Benefit Plan as it may be amended from time to time.  Your 
continued coverage under the health benefit plan after February 7, 
2000 remains contingent on your satisfactory compliance with the 
conditions set forth below.

      E.  Travel Benefits.  At the expiration of the Employment 
Period on February 7, 2000 you will continue to remain eligible 
for retiree travel privileges.  This includes space positive on-
line  travel for you and your spouse.  You will be provided such 
benefits on the same basis as other retired senior officers of the 
company in accordance with company policy as it may be amended 
from time to time.  Your continued travel privileges after 
February 7, 2000 remains contingent on your satisfactory 
compliance with the conditions set forth below.

      F.  Supplemental Pension.  Pursuant to the terms of the 
supplemental pension agreement between you and USAir dated 
February 7, 1992 ("SERP"), you would have been eligible to receive 
an annual benefit of approximately $12,635 (calculated as a single 
life annuity commencing on February 1, 1997).  As a result of your 
continued employment through February 7, 1997 you will be eligible 
for an additional annual benefit of approximately $1,500 
(calculated as a single life annuity commencing on March 1, 1997) 
as a result of the additional service and age credited through the 
continuation of your employment until February 7, 1997.  The 
payment of this added pension benefit remains contingent on your 
satisfactory compliance with the conditions set forth below.  The 
annual benefit numbers stated above are approximations and the 
precise calculation and payment of the supplemental pension 
benefit is subject to the terms of the SERP.

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     In consideration for the supplemental compensation and 
benefits set forth in the foregoing paragraph, you agree to the 
following conditions:

      A.  Transition and Ongoing Services.  You will remain 
available to the management of USAir through February 7, 1997 to 
provide assistance in the transition of your responsibilities, and 
will remain available throughout the remainder of the Employment 
Period at such times, and on such terms as are mutually agreed 
upon between you and USAir to provide consulting advice and 
assistance.  During the remainder of the employment period your 
duty of loyalty to USAir will continue. In the event that USAir is 
not fully satisfied with your assistance, you will forfeit 
eligibility for all of the supplemental compensation and benefits 
provided for in this amendment.

      B.  Non-Competition. You agree not to take a position for a 
period of two years following the Date of Termination as an 
employee, director, agent, consultant, advisor, owner, partner, or 
joint venturer with, (i) any entity which directly or indirectly 
provides transportation by air, (ii) any entity providing 
financial, marketing or other advice to any entity providing 
transportation by air, (iii) any entity entering into or 
contemplating entering into a material agreement with USAir, (iv) 
any entity providing financial, marketing or other advice to any 
entity entering into or contemplating entering into a material 
agreement with USAir, or (v) any entity with which you could make 
use of the proprietary or other confidential information learned 
while employed with USAir.  With respect to items (ii) and (iv) of 
the foregoing non-compete clause, you will not be precluded from 
providing services to an entity engaged in one of the activities 
included in items (ii) and (iv), provided that you are not 
directly or indirectly assisting the entity in such activity and 
you otherwise comply with the non-compete, non-disclosure and non-
disparagement requirements of this agreement.  Any interpretation 
as to whether a violation of this non-compete provision has 
occurred will be determined in USAir's sole discretion.  Should 
you contemplate any position which may violate this provision you 
must seek advance approval from USAir.  Any waiver or release from 
this provision must be evidenced in writing from the General 
Counsel of USAir.  In the event that USAir determines in its sole 
discretion that you have breached this non-compete provision you 
will forfeit eligibility for all of the supplemental compensation 
and benefits provided for in this amendment.  Any compensation or 
benefits paid to you prior to such breach of the non-compete 
provision must be repaid to USAir within 15 days of your receipt 
of written notification of such breach from USAir.  USAir reserves 
the right to pursue any other legal or equitable remedies 
available to it to enforce this non-compete provision.

      C.  Non-Disclosure and Non-Disparagement.  You agree to hold 
in a fiduciary capacity for the benefit of USAir and will not 
disclose without the prior written consent of USAir, all 
confidential and proprietary information, knowledge or data 
relating to USAir, its parent, subsidiary or affiliated companies, 
which was obtained by you during your employment with USAir unless 
such information, knowledge or data is known to the general public 
(other than by acts by you).  You further agree not to disclose or 
make public, orally, in writing, or otherwise, any disparaging 
statements, or any information which would cause public discredit, 
about USAir, its parent, subsidiary or affiliated companies, or 
their respective directors, officers or employees. This provision 
does not preclude you from making factual statements or analysis 
related to the Company's financial results or general operations 
of the Company relative to the industry to the extent that such 
comments are related to performance of permitted employment 
activities.  In the event that you are subpoenaed or otherwise 
compelled by court order to provide information which

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 would violate this non-disclosure/non-disparagement provision, 
you will notify USAir before responding to any such request for 
testimony or information to afford USAir an opportunity to assert 
any objection it may have. In the event that USAir determines in 
its sole discretion that you have breached this non-
disclosure/non-disparagement provision you will forfeit 
eligibility for all of the supplemental compensation and benefits 
provided for in this amendment. Any compensation or benefits paid 
to you prior to such breach of the non-disclosure/non-
disparagement provision must be repaid to USAir within 15 days of 
your receipt of written notification of such breach from USAir.  
USAir reserves the right to pursue any other legal or equitable 
remedies available to it to enforce this non-disclosure/non-
disparagement provision. 
 
      D.  Non-Solicitation of Employees.  For a period of two 
years following the Date of Termination you agree not to solicit 
either directly or indirectly any USAir employees for hire by or 
to provide services to another employer. 

      E.  Release of Claims.  You irrevocably and unconditionally 
release and discharge USAir, it subsidiaries, parent, affiliates, 
predecessors, successors and assigns, and their respective 
principals, directors, officers, employees, and agents from all 
legal, equitable, or administrative claims, known and unknown, 
that you may have against any or all of them arising on or before 
the date you execute this amendment.  This release specifically 
includes but is not limited to any discrimination claims arising 
under the Civil Rights Act of 1964, as amended, the Americans with 
Disabilities Act, the Civil Rights Act of 1991, the Age 
Discrimination in Employment Act, the Employee Retirement Income 
Security Act, the Older Workers Benefit Protection Act, and all 
other claims arising under federal, state, or local statutes, 
common law, or ordinances.  This release also includes but is not 
limited to a release of any claim for tortious conduct, breach of 
contract, breach of covenants, wrongful discharge or for 
attorney's fees and costs.

     The parties agree that any and all claims concerning the 
application, interpretation, and enforcement of the Employment 
Agreement, as amended, including, but not limited to, any and all 
declaratory relief actions, injunctive relief actions, and/or 
civil actions, shall be filed and litigated in the appropriate 
trial court in the State of Delaware.  The parties agree that they 
are expressly waiving the right to file and litigate any action, 
in law or in equity, concerning the application, interpretation, 
and enforcement of the Employment Agreement, as amended, in any 
other forum, and agree that they will accept service of process by 
mail of any summons, complaint, claim, or subpoena filed in the 
appropriate trial court in the State of Delaware concerning the 
application, interpretation, and enforcement of the Employment 
Agreement, as amended.

     All other terms of the Employment Agreement not changed by 
this amendment continue in full force and effect.

     Your signature below indicates your agreement to and 
intention to be bound by the terms of this amendment.  Your 
signature below also indicates that you have had read this 
document, understand all of its provisions, have had the 
opportunity to seek the advice of counsel, and you have been given 
at least 21 days to review the document.  If you sign this 
amendment prior to the end of said 21-day period, you acknowledge 
that you have done so voluntarily.  You have seven days after 
signature to revoke this amendment. Any such revocation must be 
delivered in writing to USAir before the end of the seventh day.

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     Pursuant to the authorization of its Board of Directors, 
USAir has entered into this amendment by signature of its officer 
below.  


EXECUTIVE USAIR, INC.

/s/W. Thomas Lagow                       /s/Lawrence M. Nagin
------------------                       --------------------
   W. Thomas Lagow                          Lawrence M. Nagin
                                       Executive Vice President-
                                          Corporate Affairs and   
                                            General Counsel






























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ATTACHMENT A


     A.  Section 6(d)(1)(i)(A).  You will receive normal bi-weekly 
payroll checks through February 7, 1997 at the annual salary rate 
of $340,000.  All applicable taxes and other usual payroll 
deductions (i.e., 401(k) deductions, term pass and health plan 
contributions) will be deducted from such checks.

      B.  Section 6(d)(1)(i)(B).  Within 30 days after your Date 
of Termination, USAir will issue a lump sum payment for the total 
amount of base salary payable from February 7, 1997 through the 
remainder of the Employment Period ending on February 7, 2000, 
i.e., three years' base salary.  This payment will be in the gross 
amount of $1,020,000, however, applicable taxes will be withheld 
from the payment.  No other payroll deductions will be withheld 
from the payment.

      C.  Section 6(d)(1)(i)(C).  Within 30 days after your Date 
of Termination, USAir will issue a lump sum payment for the 94 
days of your unused accrued paid days off.   This payment will be 
in the gross amount of $122,923, however, applicable taxes will be 
withheld from the payment.  No other payroll deductions will be 
withheld from the payment.

      D.  Section 6(d)(1)(ii).  From February 7, 1997 through the 
remainder of the Employment Period ending on February 7, 2000, you 
will be eligible for continued coverage in all welfare and fringe 
benefit plans maintained by USAir on the same basis as active key 
executives.  Specifically, this includes health plan (medical and 
dental) coverage, split dollar life insurance, accidental death 
and dismemberment insurance, long-term disability insurance, 
space-positive on-line travel benefits, a USAir Club membership 
and companion passes, as such welfare and fringe benefit plans may 
be amended from time to time.  All applicable employee charges or 
contributions required for continued coverage under such plans 
must be paid by you monthly.  The Human Resources Department will 
provide you with a listing of the applicable monthly charges and 
direct you on the appropriate payment schedule for these charges.