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                                                     Exhibit 3.2


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

     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 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

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 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 
rightto 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 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.

     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 recede 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

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 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 
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 
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 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.

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     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.

     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 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 
Secretary shall forward to each Director, at least five days 
before any such meeting, a notice of the time and place of the 
meeting.

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     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-
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, 
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. 

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                            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 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.

     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

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 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 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 
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.

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     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.

                            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."

                             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. 

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