<PAGE>                                                 Exhibit 24.2

                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert J. Ayling,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                      /s/Robert J. Ayling    (L.S.)
                                      -----------------------------<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert W. Bogle,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.



                                      /s/Robert W. Bogle    (L.S.)
                                      -----------------------------<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Edwin I. Colodny,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                      /s/Edwin I. Colodny    (L.S.)
                                      -----------------------------<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Mathias J. DeVito,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                      /s/Mathias J. DeVito   (L.S.)
                                      -----------------------------<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Rakesh Gangwal,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.



                                      /s/Rakesh Gangwal      (L.S.)
                                      -----------------------------<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, George J. W. Goodman,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/George J. W. Goodman (L.S.)
                                     ------------------------------<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, John W. Harris,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/John W. Harris       (L.S.)
                                     ------------------------------
                              <PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Edward A. Horrigan,
Jr., Director of USAir, Inc., (the "Company"), do hereby constitute
and appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                 /s/Edward A. Horrigan, Jr. (L.S.)
                                 ---------------------------------
                                                           <PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert LeBuhn,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.



                                     /s/Robert LeBuhn       (L.S.)
                                     ------------------------------
<PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Roger P. Maynard,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/Robert LeBuhn       (L.S.)
                                     ------------------------------

                                                           <PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, John G. Medlin, Jr.,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.



                                     /s/John G. Medlin, Jr. (L.S.)
                                     ------------------------------

                                                           <PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Hanne M. Merriman,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/Hanne M. Merriman   (L.S.)
                                     ------------------------------

<PAGE>                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Raymond W. Smith,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/Raymond W. Smith    (L.S.)
                                     ------------------------------

                                                           <PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Derek M. Stevens,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/Derek M. Stevens    (L.S.)
                                     ------------------------------

                                                           <PAGE>
<PAGE>
                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, THAT I, Stephen M. Wolf,
Director of USAir, Inc., (the "Company"), do hereby constitute and
appoint Lawrence M. Nagin and John W. Harper, and each of them
(with full power to each of them to act alone), attorney and agent
for me and in my name and on my behalf to sign any Annual Report on
Form 10-K of the Company for the year ended December 31, 1995 and
any amendments or supplements thereto which shall be filed with the
Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended.
     I hereby give and grant to said attorneys and agents, and each
of them, full power and authority generally to do and perform all
acts and things necessary to be done in the premises as fully and
effectually in all respects as I could do if personally present;
and I hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
     IN WITNESS WHEREOF, I have hereunto set my hand and seal this
27th day of March, 1996.


                                     /s/Stephen M. Wolf     (L.S.)
                                     ------------------------------