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EXHIBIT 4

                CORRECTED CERTIFICATE OF DESIGNATION    

                                  of

        SERIES H SENIOR CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                  of

                      US AIRWAYS GROUP, INC.

     Pursuant to Section 103(f) of the General Corporation Law
                       of the State of Delaware

               US Airways Group, Inc., a Delaware corporation (the 
"Corporation"), filed a Certificate of Designation of Series H 
Senior Cumulative Convertible Preferred Stock of the Corporation 
on August 15, 1997, pursuant to, and in accordance with, the 
provisions of Section 151 of the General Corporation Law of the 
State of Delaware, which contained errors misstating an arithmet-
ical calculation in Sections 3(a) and 8(a).  The Certificate of 
Designation of Series H Senior Cumulative Convertible Preferred 
Stock of the Corporation is set forth in its corrected form below:

               Section 1.  DESIGNATION AND AMOUNT.

               The shares of such series shall be designated as 
the "Series H Senior Cumulative Convertible Preferred Stock" (the 
"Series H Preferred Stock") and the number of shares initially 
constituting such series shall be 358,000, which number may be 
decreased (but not increased) by the Board of Directors without a 
vote of stockholders; PROVIDED, HOWEVER, that such number may not 
be decreased below the number of then currently outstanding shares 
of Series H Preferred Stock.

                Section 2.  DIVIDENDS AND DISTRIBUTIONS.

               (a)     The holders of shares of Series H Preferred 
Stock, in preference to the holders of shares of the Common Stock, 
$1 par value (the "Common Stock"), of the Corporation and of any 
other capital stock of the Corporation ranking junior to the 
Series H Preferred Stock as to payment of dividends, shall be 
entitled to receive, when, as and if declared by the Board of 
Directors out of funds of the Corporation legally available for 
the payment of dividends, cumulative dividends payable in cash at 
the annual rate of $92.50 per share, and no more, in equal 
quarterly payments on March 31, June 30, September 30 and December 
31 (or if any of such days is not a Business Day, the Business Day 
next preceding such day) in each year (each such date being 
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referred to herein as a "Quarterly Dividend Payment Date", and any 
dividend not paid on such date being referred to herein as "past 
due"), commencing on the first Quarterly Dividend Payment Date 
which is at least 10 days after the date of original issue of the 
Series H Preferred Stock; PROVIDED, HOWEVER, that if any appli-
cable dividend payment or redemption payment is not made on a 
Quarterly Dividend Payment Date or the date set for such redemp-
tion, respectively, thereafter all such dividend payments and 
redemption payments that are past due and unpaid shall accrue 
interest at (A) the higher of (x) an annual rate of 9 1/4% or (y) 
an annual rate (determined as of each Quarterly Dividend Payment 
Date) equal to 5% plus the "prime rate" as reported in THE WALL 
STREET JOURNAL (or, if not reported therein, as such rate may be 
from time to time publicly announced by The Chase Manhattan Bank) 
on the date of publication closest to the date of determination or 
(B) such lesser rate as may be the maximum rate that is permitted 
by applicable law (in either case compounded quarterly), with the 
amount of such interest added to accrued dividend payments or 
redemption payments, respectively, until all such dividend 
payments and redemption payments shall have been paid in full (or 
declared and funds sufficient therefor Set Apart for Payment); and 
PROVIDED, FURTHER, that in the case of a redemption payment 
required to be made  pursuant to  Section 5(d) hereof that is not 
made on the date set for such redemption the interest accrued 
pursuant to clause (y) of the previous proviso shall increase each 
month by an annual rate of 100 basis points, up to a maximum of 
19%, or  such lesser rate as may be the maximum rate that is 
permitted by applicable law.

               (b)     Dividends payable pursuant to paragraph 
(a)of this Section 2 shall begin to accrue and be cumulative from 
July 1, 1997.  The amount of dividends so payable shall be deter-
mined on the basis of twelve 30-day months and a 360-day year.  
Accrued but unpaid dividends shall bear interest as provided in 
the last proviso of paragraph (a) of this Section 2.  Dividends 
paid on the shares of Series H Preferred Stock in an amount less 
than the total amount of such dividends at the time accrued and 
payable on such shares shall be allocated pro rata on a share-by-
share basis among all such shares at the time outstanding.  The 
Board of Directors may fix a record date for the determination of 
holders of shares of Series H Preferred Stock entitled to receive 
payment of a dividend declared thereon, which record date shall be 
no more than 60 days nor less than 10 days prior to the date fixed 
for the payment thereof.

               (c)     In case the Corporation shall at any time 
or from time to time declare, order, pay or make a dividend or 
other distribution (including, without limitation, any 
distribution of stock or other securities or property or rights or 
<PAGE>
warrants to subscribe for securities of the Corporation or any of 
its Subsidiaries by way of dividend or spinoff or Rights) on its 
Common Stock, other than (i) dividends payable in cash in an 
aggregate amount in any fiscal year which, when declared, are not 
expected to exceed the net income of the Corporation during such 
year from continuing operations before extraordinary items, as 
determined in accordance with generally accepted accounting 
principles consistently applied in accordance with past practice, 
or (ii) any dividend or distribution of shares of Common Stock, 
then, and in each such case (a "Triggering Distribution"), the 
holders of shares of Series H Preferred Stock shall be entitled to 
receive from the Corporation, with respect to each share of Series 
H Preferred Stock held, the same dividend or distribution received 
by a holder of the number of shares of Common Stock into which 
such share of Series H Preferred Stock is convertible on the 
record date for such dividend or distribution.  Any such dividend 
or distribution shall be declared, ordered, paid or made on the 
Series H Preferred Stock at the same time such dividend or 
distribution is declared, ordered, paid or made on the Common 
Stock.

               (d)     The holders of shares of Series H Preferred 
Stock shall not be entitled to receive any dividends or other 
distributions except as provided in this Certificate of Designa-
tion of Series H Senior Cumulative Convertible Preferred Stock.

               Section 3.  VOTING RIGHTS.

          In addition to any voting rights provided elsewhere 
herein and in the Corporation's Restated Certificate of Incorpo-
ration, as it may be amended or restated from time to time (the 
"Certificate of Incorporation"), and any voting rights provided by 
law, the holders of shares of Series H Preferred Stock shall have 
the following voting rights:

               (a)     Each share of Series H Preferred Stock 
shall be entitled to 25.8099 votes, subject to adjustment in the 
manner set forth in paragraph (b) of Section 8.  Except as other-
wise provided herein, or by the Certificate of Incorporation, or 
by law, the shares of Series H Preferred Stock and the shares of 
Common Stock (and any other shares of capital stock of the 
Corporation at the time entitled thereto) shall vote together as 
one class on all matters submitted to a vote of stockholders of 
the Corporation.

               (b)     So long as any shares of Series H Preferred 
Stock shall be outstanding and unless the consent or approval of a 
<PAGE>
greater number of shares shall then be required by law, without 
first obtaining the consent or approval of the holders of at least 
two-thirds of the number of then-outstanding shares of Series H 
Preferred Stock, voting as a single class, given in person or by 
proxy at a meeting at which the holders of such shares shall be 
entitled to vote separately as a class, or by written consent, the 
Corporation shall not:  (i) authorize or create any class or 
series, or any shares of any class or series, of stock having any 
preference or priority as to dividends or upon redemption, 
liquidation, dissolution, or winding up over the Series H Pre-
ferred Stock, or redeemable prior to the time that the Series H 
Preferred Stock may be redeemable pursuant to Section 5 ("Senior 
Stock"); (ii) authorize or create any class or series, or any 
shares of any class or series, of stock ranking on a parity 
(either as to dividends or upon liquidation, dissolution or 
winding up) with the Series H Preferred Stock or redeemable at or 
prior to the time that the Series H Preferred Stock may be 
redeemable pursuant to Section 5 ("Parity Stock"), PROVIDED, 
HOWEVER, that no such vote shall be required with respect to the 
authorization or creation by the Corporation of one or more new 
series of Senior Preferred Stock or Preferred Stock that is Parity 
Stock if (A) the aggregate purchase price (excluding transaction-
related expenses) of all shares of such series is equal to or 
greater than the aggregate liquidation preference of all shares of 
such series, (B) the aggregate liquidation preference (excluding 
accrued but unpaid dividends) of all shares of such series of 
Preferred Stock does not exceed $150,000,000, and (C) shares of 
any such new series shall be issued only to an employee stock 
ownership plan, employee stock ownership trust or other similar 
arrangement organized and maintained by the Corporation for the 
benefit of its employees; (iii) reclassify any shares of stock of 
the Corporation into shares of Senior Stock or Parity Stock; (iv) 
authorize any security exchangeable for, convertible into, or 
evidencing the right to purchase any shares of Senior Stock or 
Parity Stock: (v) amend, alter or repeal the Certificate of 
Incorporation to alter or change the preferences, rights or powers 
of the Series H Preferred Stock so as to affect the Series H 
Preferred Stock adversely or to increase the authorized number of 
shares of Series H Preferred Stock; or (vi) effect the voluntary 
liquidation, dissolution or winding up of the Corporation, or the 
sale, lease, conveyance or exchange of all or substantially all of 
the assets, property or business of the Corporation, or the merger 
or consolidation of the Corporation with or into any other 
corporation; PROVIEDED, HOWEVER, that no separate vote of the 
holders of the Series H Preferred Stock as a class shall be 
required in the case of a merger or consolidation or a sale, 
lease, conveyance or exchange of all or substantially all of the 
assets, property or business of the Corporation (such transactions 
<PAGE>
being hereinafter in this proviso referred to as a "reorga-
nization") if (A) the resulting, surviving or acquiring corpora
tion will have after such reorganization no stock either autho-
rized or outstanding ranking prior to, or on a parity with, the 
Series H Preferred Stock or the stock of the resulting, surviving 
or acquiring corporation issued in exchange therefor (except such 
stock of the Corporation as may have been authorized or outstand-
ing immediately preceding such reorganization, or such stock of 
the resulting, surviving or acquiring corporation containing 
substantially the same relative rights and preferences as the 
stock of the Corporation for which it may be exchanged ("Exchanged 
Stock"), which Exchanged Stock was outstanding immediately 
preceding such reorganization and at such time ranked prior to, or 
on a parity with, the Series H Preferred Stock) and (B) each 
holder of shares of Series H Preferred Stock immediately preceding 
such reorganization will receive in exchange therefor the same 
number of shares of stock, with substantially the same 
preferences, rights and powers, of the resulting, surviving, or 
acquiring corporation or the Corporation is the surviving corpo-
ration and the Series H Preferred Stock remains outstanding 
without change to its preferences, rights and powers, provided 
that nothing in this proviso shall require that such other stock 
or Series H Preferred Stock have any rights upon conversion save 
those specified in Section 8(b)(iii) hereof.

               (c)     Whenever (i) dividends payable on shares of 
the Series H Preferred Stock pursuant to the terms of paragraphs 
(a) and (b) of Section 2 shall have been in arrears and not paid 
in full at or before thirty (30) days following any Quarterly 
Dividend Payment Date (a "Dividend Default"), thereafter and until 
all such dividends shall have been paid in full or declared and 
Set Apart for Payment, or (ii) the Corporation shall have violated 
any of the covenants contained in Section 4 and such violation 
shall be continuing, or (iii) the Corporation shall have not 
redeemed shares of Series H Preferred Stock within five (5) 
Business Days of the date such redemption is required by Section 5 
(a "Redemption Default"), thereafter and until such redemption 
shall have been performed or all funds necessary therefor Set 
Apart for Payment, or (iv) the Corporation shall have not 
distributed any dividend or other distribution distributable to 
the holders of shares of Series H Preferred Stock pursuant to the 
terms of paragraph (c) of Section 2 within five (5) Business Days 
of the date such distribution is required by paragraph (c) of 
Section 2 (a "Distribution Default"), thereafter and until such 
distribution shall have been made, the holders of shares of Series 
H Preferred Stock shall have the right, notwithstanding anything 
to the contrary in the Corporation's Certificate of Incorporation 
or By-Laws, voting together as a single class, to elect two 
<PAGE>
directors.  Such right of the holders of Series H Preferred Stock 
to vote for the election of directors may be exercised at any 
annual meeting or at any special meeting called for such purpose 
as hereinafter provided or at any adjournment thereof, or by the 
written consent, delivered to the Secretary of the Corporation, of 
the holders of a majority of all outstanding shares of Series H 
Preferred Stock as of the record date of such written consent, 
until any Dividend Default, Redemption Default and Distribution 
Default shall have been cured, and any covenant violation shall 
cease to be continuing, at which time the term of office of the 
directors so elected shall terminate automatically.  So long as 
such right to vote continues (and unless such right has been 
exercised by written consent of the holders of a majority of the 
outstanding shares of Series H Preferred Stock as hereinabove 
authorized), the Secretary of the Corporation may call, and upon 
the written request of the holders of record of a majority of the 
outstanding shares of Series H Preferred Stock addressed to him at 
the principal office of the Corporation shall call, a special 
meeting of the holders of such shares for the election of such 
directors as provided herein.  Such meeting shall be held within 
30 days after delivery of such request to the Secretary, at the 
place and upon the notice provided by law and in the By-Laws or in 
the notice of meeting for the holding of meetings of stockholders. 
 No such special meeting or adjournment thereof shall be held on a 
date less than 30 days before an annual meeting of stockholders or 
any special meeting in lieu thereof.  If at any such annual or 
special meeting or any adjournment thereof the holders of a 
majority of  the then outstanding shares of Series H Preferred 
Stock entitled to vote in such election shall be present or 
represented by proxy, or if the holders of a majority of the 
outstanding shares of Series H Preferred Stock shall have acted by 
written consent in lieu of a meeting with respect thereto, then 
the authorized number of directors shall be increased by two and 
the holders of the Series H Preferred Stock shall be entitled to 
elect such additional directors.  The absence of a quorum of the 
holders of any other class or series of capital stock of the 
Corporation at any such annual or special meeting shall not affect 
the exercise by the holders of the Series H Preferred Stock of 
such voting rights.  Directors so elected shall serve until the 
next annual meeting or until their successors shall be elected and 
shall qualify, unless the term of office of the persons so elected 
as directors shall have terminated under the circumstances set 
forth in the second sentence of this paragraph (c).  In case of 
any vacancy occurring among the directors elected by the holders 
of the Series H Preferred Stock as a class, the remaining director 
who shall have been so elected may appoint a successor to hold 
office for the unexpired term of the director whose place shall be 
vacant.  If both directors so elected by the holders of Series H 
<PAGE>
Preferred Stock as a class shall cease to serve as directors 
before their terms shall expire, the holders of the Series H 
Preferred Stock then outstanding and entitled to vote for such 
directors may, by written consent as hereinabove provided, or at a 
special meeting of such holders called as provided above, elect 
successors to hold office for the unexpired terms of the directors 
whose places shall be vacant.  After the holders of Series H 
Preferred Stock shall have exercised their right to elect direc-
tors pursuant to the terms of this paragraph (c), the authorized 
number of directors shall not be increased or decreased, regard-
less of the terms of any Junior Stock, or decreased, regardless of 
the terms of any other stock of the Corporation, except by a class 
vote of the holders of Series H Preferred Stock as provided above. 
 The rights of the holders of Series H Preferred Stock to elect 
directors pursuant to the terms of this paragraph (c) shall not be 
adversely affected by the voting or other rights applicable to any 
other security of the Corporation.  Notwithstanding anything to 
the contrary in this paragraph (c), the directors elected or 
appointed pursuant to this paragraph (c) as a result of a Dividend 
Default shall not be elected or appointed until they have been 
approved by the Corporation, such approval not to be unreasonably 
withheld or delayed.

               (d)     Except as provided in this Certificate of 
Designation of Series H Senior Cumulative Convertible Preferred 
Stock (including, without limitation, the right to vote with the 
Common Stock on all matters submitted to a vote of stockholders of 
the Corporation as set forth in paragraph (a) of this Section 3) 
or in the Certificate of Incorporation, or as required by law, the 
holders of shares of Series H Preferred Stock shall have no voting 
rights and their consent shall not be required for the taking of 
any corporate action.

     Section 4.  CERTAIN RESTRICTIONS.

               (a)     Whenever (i) a Dividend Default has 
occurred, thereafter and until all accrued and unpaid dividends, 
whether or not declared, shall have been paid in full or declared 
and Set Apart for Payment, or (ii) a Distribution Default has 
occurred, thereafter and until all dividends or other distribu-
tions distributable pursuant to the terms of paragraph (c) of 
Section 2 shall have been distributed, or (iii) a Redemption 
Default has occurred, thereafter and until all mandatory redemp-
tion payments shall have been made or all necessary funds shall 
have been Set Apart for Payment, the Corporation shall not, nor 
shall it permit any of its Subsidiaries to:  (A) declare or pay 
dividends, or make any other distributions, on any shares of 
Common Stock or other capital stock ranking junior (either as to 
<PAGE>
dividends or upon liquidation, dissolution or winding up) to the 
Series H Preferred Stock, other than dividends or distributions 
payable in Junior Stock or in Rights; (B) declare or pay divi-
dends, or make any other distributions, on any shares of Parity 
Stock, other than dividends or distributions payable in Junior 
Stock or Rights, except dividends paid ratably on the Series H 
Preferred Stock and all Parity Stock on which dividends are 
payable or in arrears, in proportion to the total amounts to which 
the holders of all such shares are then entitled; (C) redeem or 
purchase or otherwise acquire for consideration (other than Junior 
Stock) any shares of Junior Stock or Parity Stock (other than, 
with respect to Parity Stock, ratably with the Series H Preferred 
Stock); or (D) purchase or otherwise acquire for consideration any 
shares of Series H Preferred Stock; PROVIDED, HOWEVER, that the 
Corporation may redeem shares of the Series H Preferred Stock 
pursuant to Section 5 hereof and may purchase Series H Preferred 
Stock offered for sale to the Corporation.

               (b)     Notwithstanding the foregoing, nothing 
herein shall prevent the Corporation from (i) declaring a dividend 
or distribution of Rights (subject to compliance with paragraph 
(c) of Section 2), or issuing Rights in connection with the 
issuance of Junior Stock, Parity Stock or the Series H Preferred 
Stock or (ii) redeeming Rights at a price not to exceed $.03 per 
Right.

               (c)     The Corporation shall not permit any 
Subsidiary of the Corporation to purchase or otherwise acquire for 
consideration any shares of capital stock of the Corporation 
unless the Corporation could, pursuant to paragraph (a) of this 
Section 4, purchase or otherwise acquire such shares at such time 
and in such manner.

          Section 5.  REDEMPTION.

               (a)     On August 7, 1999 (if any shares of Series 
H Preferred Stock remain outstanding), the Corporation shall 
redeem all outstanding shares of Series H Preferred Stock, by 
paying therefor in cash $1,000 per share plus all Accrued 
Dividends thereon to the date of redemption.

               (b)     The Corporation shall have no right to 
redeem any share of Series H Preferred Stock prior to March 15, 
1998.

               (c)     On and after March 15, 1998, the Corpora-
tion shall have the right, at its sole option and election, to 
redeem, at any time, all (but not less than all) of the outstand
<PAGE>
ing shares of Series H Preferred Stock by paying therefor in cash 
$1,150 per share plus all Accrued Dividends thereon to the date of 
redemption.

               (d)     In the event there occurs a Change in Con-
trol, any holder of shares of Series H Preferred Stock may require 
the Corporation to redeem all (but not less than all) of the 
shares of Series H Preferred Stock held by such holder at a price 
equal to, at the sole option and election of the holder, either, 
(i) $1,000 per share, or (ii) an amount per share equal to the 
Event Price of the shares of Common Stock into which such share of 
Series H Preferred Stock is then convertible, plus, in either 
case, all Accrued Dividends thereon to the date of redemption.

               (e)     In the event that the Corporation shall 
redeem, repurchase, exchange any security or property for, or 
otherwise acquire for consideration any shares of Common Stock 
(excluding any transaction to which clause (b)(iii) of Section 8 
hereof applies) at a price equal to or greater than the Conversion 
Price, then, and in each such case, any holder of shares of Series 
H Preferred Stock may require the Corporation, at the sole option 
and election of the holder, to redeem a number of shares of such 
holder's Series H Preferred Stock which does not exceed the 
product (rounded, upward or downward, to the nearest whole share) 
of (A) the percentage (expressed as a decimal) of the 
Corporation's Common Stock outstanding immediately prior to the 
acquisition that the Corporation acquired through redemption, 
repurchase, exchange or otherwise, multiplied by (B) the total 
number of shares of Series H Preferred Stock held by such holder, 
at a price per share equal to the sum of (X) the product of (1) 
the number of shares of the Corporation's Common Stock into which 
a share of the Series H Preferred Stock is convertible immediately 
prior to such redemption, repurchase, exchange or other 
acquisition, multiplied by (2) the per share price (or the Fair 
Market Value in the event of non-cash consideration) paid for a 
share of Common Stock in such redemption, repurchase, exchange or 
other acquisition, plus (Y) all Accrued Dividends thereon to the 
date of redemption.

               (f)(i) Notice of any redemption of shares of Series 
H Preferred Stock pursuant to paragraphs (a), (b) or (c) of this 
Section 5 shall be given by publication in a newspaper of general 
circulation in the Borough of Manhattan not less than thirty nor 
more than sixty days prior to the date fixed for redemption, if 
the Series H Preferred Stock is listed on any national securities 
exchange or traded in the over-the-counter market; and, in any 
case, a similar notice shall be mailed not less than thirty, but 

<PAGE>
not more than sixty, days prior to such date to each holder of 
shares of Series H Preferred Stock to be redeemed, at such 
holder's address as it appears on the transfer books of the 
Corporation.  In order to facilitate the redemption of shares of 
Series H Preferred Stock, the Board of Directors may fix a record 
date for the determination of shares of Series H Preferred Stock 
to be redeemed, not more than sixty days or less than thirty days 
prior to the date fixed for such redemption.

                    (ii)   Until any record holder of shares of 
Series H Preferred Stock shall have notified the Corporation in 
writing that notices of events which, pursuant to paragraphs (d) 
or (e) of this Section 5, give the holder or holders the right to 
require the Corporation to redeem any of such shares should be 
given by the Corporation in accordance with the terms of subpara-
graph (iii) below, notice of an event which, pursuant to para-
graphs (d) or (e) of this Section 5 gives the holder or holders 
the right to require the Corporation to redeem any of such shares, 
shall be given by telex or telecopy to the holders of the Series H 
Preferred Stock sufficiently in advance of such event that such 
holders can, by similar telexed or telecopied notice in advance of 
the event, elect to have such shares of Series H Preferred Stock 
eligible for redemption and so held redeemed by the Corporation, 
and if such an election is made the Corporation shall redeem the 
number of shares so specified concurrently with the event.  It is 
the intent of the Corporation in the circumstances described in 
the preceding sentence to provide notice and the opportunity for 
redemption at the earliest possible time, so that if it is not 
possible to provide notice in advance of a specified event, notice 
shall be given as soon as possible thereafter so that the holder 
or holders, if they elect to redeem, will be entitled to redeem, 
and the Corporation will effect redemption of the shares 
specified, as soon as possible thereafter.  Any election by a 
holder to redeem pursuant to paragraphs (d) and (e) of this 
Section 5, specifying the number of shares to be redeemed, must be 
made in writing (which may be telexed, telecopied, or otherwise 
delivered) within the later of (A) fifteen (15) Business Days 
following receipt by the holder of the telexed or telecopied 
notice required by this subparagraph, or (B) in the event of a 
tender or exchange offer, the consummation of such offer, and the 
redemption date shall be no later than the day following receipt 
by the Corporation of such election.  Failure of the Corporation 
to give any notice required by this subparagraph (ii), or the 
formal insufficiency of any such notice, shall not prejudice the 
rights of any holders of shares of Series H Preferred Stock to 
cause the Corporation to redeem any such shares held by them.


                    (iii)  If any record holder of shares of 
<PAGE>
Series H Preferred Stock shall have notified the Corporation in 
writing that notice of redemption pursuant to paragraphs (d) or 
(e) of this Section 5 should be given by the Corporation in 
accordance with the terms of this subparagraph (iii), rather than 
in accordance with the terms of subparagraph (ii) above, then and 
thereafter, on the date of an event giving a holder of shares of 
Series H Preferred Stock the right, pursuant to paragraphs (d) or 
(e) of this Section 5, to require the Corporation to redeem any of 
such shares, the Corporation shall give notice by mail to each 
holder of Series H Preferred Stock, at such holder's address as it 
appears on the transfer books of the Corporation, of such event, 
which notice shall set forth each holder's right to require the 
Corporation to redeem any or all shares of Series H Preferred 
Stock held by him which are eligible for redemption pursuant to 
the terms of paragraphs (d) or (e), the redemption date (which 
date shall be twenty (20) days following the date of such mailed 
notice), and the procedures to be followed by such holder in 
exercising his right to cause such redemption; and, as soon as 
practical, if the Series H Preferred Stock is listed on any 
national securities exchange or traded in the over-the-counter 
market, a similar notice shall be given by publication in a 
newspaper of general circulation in the Borough of Manhattan.  In 
the event a record holder of shares of Series H Preferred Stock 
shall elect to require the Corporation to redeem any or all such 
shares of Series H Preferred Stock pursuant to paragraphs (d) or 
(e) of this Section 5, such holder shall deliver within twenty 
(20) calendar days of the mailing to him of the Corporation's 
notice described in this subparagraph (iii), a written notice to 
the Corporation so stating, specifying the number of shares to be 
redeemed pursuant to paragraphs (d) or (e) of this Section 5.  The 
Corporation shall, in accordance with the terms hereof, redeem the 
number of shares so specified on the date fixed for redemption.  
Failure of the Corporation to give any notice required by this 
subparagraph (iii), or the formal insufficiency of any such 
notice, shall not prejudice the rights of any holders of shares of 
Series H Preferred Stock to cause the Corporation to redeem any 
such shares held by them.

                    (iv)   Notice having been given pursuant to 
paragraph (f) of this Section 5, from and after the date specified 
therein as the date of redemption, unless default shall be made by 
the Corporation in providing for the payment of the applicable 
redemption price, all dividends on the Series H Preferred Stock 
thereby called for redemption shall cease to accrue, and from and 
after the date of redemption so specified, unless default shall be 
made by the Corporation as aforesaid, or from and after the date 
(prior to the date of redemption so 
<PAGE>
specified) on which the Corporation shall provide for the payment 
of the redemption price 
by depositing the requisite amount of moneys (and other property, 
if applicable) with a bank or trust company doing business in the 
Borough of Manhattan, The City of New York, and having a capital 
and surplus of at least  $50,000,000, PROVIDED that the notice of 
redemption shall state the intention of the Corporation to deposit 
such moneys (and other property, if applicable) on a date in such 
notice specified, all rights of the holders thereof as 
stockholders of the Corporation, except the right to receive the 
applicable redemption price (but without interest) and except the 
right to exercise any privileges of conversion, shall cease and 
terminate.  Any interest allowed on moneys so deposited shall be 
paid to the Corporation.  Any moneys (and other property, if 
applicable) so deposited which shall remain unclaimed by the 
holders of such Series H Preferred Stock at the end of six years 
after the redemption date shall become the property of, and be 
paid by such bank or trust company to, the Corporation.  If the 
Corporation shall default in providing for the redemption price as 
required pursuant to this Section 5, interest on such redemption 
price shall accrue and be added to the required redemption 
payments as provided in paragraph (a) of Section 2.  Except for 
any amounts deposited in payment of Accrued Dividends, in the 
event that moneys are deposited pursuant to this paragraph in 
respect of shares of Series H Preferred Stock that are converted 
in accordance with the provisions of Section 8, such moneys shall, 
upon such conversion revert to the general funds of the 
Corporation, and upon demand, such bank or trust company shall pay 
over to the Corporation such moneys and shall be relieved of all 
responsibility to the holders of such converted shares in respect 
thereof.

          Section 1.  REACQUIRED SHARES.

          Any shares of Series H Preferred Stock converted, 
redeemed, purchased or otherwise acquired by the Corporation in 
any manner whatsoever shall be retired and cancelled promptly 
after the acquisition thereof, and, if necessary to provide for 
the lawful redemption or purchase of such shares, the capital 
represented by such shares shall be reduced in accordance with the 
General Corporation Law of the State of Delaware.  All such shares 
shall upon their cancellation become authorized but unissued 
shares of Senior Preferred Stock, without par value, of the 
Corporation and may be reissued as part of another series of 
Senior Preferred Stock, without par value, of the Corporation 
subject to the conditions or restrictions on authorizing or 
creating any class or series, or any shares of any class or 
<PAGE>
series, set forth in paragraph (b) of Section 3.

      
          Section 2.  LIQUIDATION, DISSOLUTIONOR WINDING UP.

               (a)     If the Corporation shall adopt a plan of 
liquidation or of dissolution, or commence a voluntary case under 
the Federal bankruptcy laws or any other applicable state or 
Federal bankruptcy, insolvency or similar law, or consent to the 
entry of an order for relief in any involuntary case under any 
such law or to the appointment of a receiver, liquidator, as-
signee, custodian, trustee or sequestrator (or similar official) 
of the Corporation or of any substantial part of its property, or 
make an assignment for the benefit of its creditors, or admit in 
writing its inability to pay its debts generally as they become 
due and on account of such event the Corporation shall liquidate, 
dissolve or wind up, or upon any other liquidation, dissolution or 
winding up of the Corporation, no distribution shall be made (i) 
to the holders of shares of Junior Stock, unless, prior thereto, 
the holders of shares of Series H Preferred Stock shall have 
received $1,000 per share plus all Accrued Dividends thereon to 
the date of such payment or (ii) to the holders of shares of 
Parity Stock, except distributions made ratably on the Series H 
Preferred Stock and all such Parity Stock in proportion to the 
total amounts to which the holders of all such shares are entitled 
upon such liquidation, dissolution or winding up of the Corpora-
tion.

               (b)     Neither the consolidation, merger or other 
business combination of the Corporation with or into any other 
Person or Persons nor the sale, lease, exchange or conveyance of 
all or any part of the property, assets or business of the 
Corporation to a Person or Persons other than the holders of the 
Corporation's Junior Stock, shall be deemed to be a liquidation, 
dissolution or winding up of the Corporation for purposes of this 
Section 7.

          Section 3.  CONVERSION.

          Each share of Series H Preferred Stock may, at the 
option of the holder thereof, be converted into shares of Common 
Stock, on the terms and conditions set forth in this Section 8, at 
any time.
<PAGE>
               (a)     Subject to the provisions for adjustment 
hereinafter set forth, each share of Series H Preferred Stock 
shall be convertible in the manner hereinafter set forth into 
<PAGE>
25.8099 fully paid and nonassessable shares of Common Stock.

               (b)     The number of shares of Common Stock into 
which each share of Series H Preferred Stock is convertible, and 
the number of votes to which the holder of a share of Series H 
Preferred Stock is entitled pursuant to paragraph (a) of Section 
3, shall be subject to adjustment from time to time as follows:

               (i)  In case the Corporation shall at any time or 
from time to time declare a dividend, or make a distribution, on 
the outstanding shares of Common Stock in shares of Common Stock 
or subdivide or reclassify the outstanding shares of Common Stock 
into a greater number of shares or combine or reclassify the 
outstanding shares of Common Stock into a smaller number of shares 
of Common Stock, then, and in each such case,

                         (A)  the number of shares of Common Stock 
into which each share of Series H Preferred Stock is convertible 
shall be adjusted so that the holder of each share thereof shall 
be entitled to receive, upon the conversion thereof, the number of 
shares of Common Stock which the holder of a share of Series H 
Preferred Stock would have been entitled to receive after the 
happening of any of the events described above had such share been 
converted immediately prior to the happening of such event or the 
record date therefor, whichever is earlier;

                         (B)     the number of votes to which a 
holder of a share of Series H Preferred Stock is entitled pursuant 
to paragraph (a) of Section 3 shall be adjusted so that, after the 
happening of any of the events described above, such holder shall 
be entitled to a number of votes equal to (I) the number of votes 
to which such holder was entitled pursuant to paragraph (a) of 
Section 3 immediately prior to such happening multiplied by (II) a 
fraction, the numerator of which is the number of shares of Common 
Stock into which one share of Series H Preferred Stock was 
convertible immediately after such happening and the denominator 
of which is the number of shares of Common Stock into which one 
share of Series H Preferred Stock was convertible immediately 
prior to such happening; and

                         (C)     an adjustment made pursuant to 
this clause (i) shall become effective (I) in the case of any such 
dividend or distribution, (1) immediately after the close of 
business on the record date for the determination of holders of 
shares of Common Stock entitled to receive such dividend or 
distribution, for purposes of subclause (A), and (2) immediately 
after the close of business on the date of payment of such 
<PAGE>
dividend or distribution, for purposes of subclause (B), or (II) 
in the case of any such subdivision, reclassification or combina-
tion, at the close of business on the day upon which such corpo-
rate action becomes effective, for purposes of both subclause (A) 
and subclause (B).

                    (ii)  In case the Corporation shall issue 
shares of Common Stock (or rights or warrants or other securities 
convertible into or exchangeable for shares of Common Stock) at a 
price per share (or having an exercise or conversion price per 
share) less than the Conversion Price as of the date of issuance 
of such shares (or of such rights, warrants or other convertible 
securities), other than (X) in a transaction to which paragraph 
(c) of Section 2 or subparagraph (i) of this paragraph (b) is 
applicable, (Y) pursuant to any plan providing for the reinvest-
ment of dividends or interest payable on securities of the 
Corporation, and the investment of additional option amounts, in 
shares of Common Stock, in any such case at a price per share of 
not less than 95% of the current market price (determined as 
provided in such plans) per share of Common Stock, or pursuant to 
any employee benefit plan or program of the Corporation or 
pursuant to the Rights, or (Z) as consideration for the acquisi-
tion of a business, then, and in each such case,

                         (A)     the number of shares of Common 
Stock into which each share of Series H Preferred Stock is 
convertible shall be adjusted so that the holder of each share 
thereof shall be entitled to receive, upon the conversion thereof, 
the number of shares of Common Stock determined by multiplying the 
number of shares of Common Stock into which such share was 
convertible on the day immediately prior to such date of issuance 
by a fraction, (I) the numerator of which is the sum of (1) the 
number of shares of Common Stock outstanding on such date and (2) 
the number of additional shares of Common Stock issued (or into 
which the convertible securities may convert), and (II) the 
denominator of which is the sum of (1) the number of shares of 
Common Stock outstanding on such date and (2) the number of shares 
of Common Stock which the aggregate consideration receivable by 
the Corporation for the total number of shares of Common Stock so 
issued (or into which the convertible securities may convert) 
would purchase at the Conversion Price on such date.  For purposes 
of this subparagraph, the aggregate consideration receivable by 
the Corporation in connection with the issuance of shares of 
Common Stock or of securities convertible into shares of Common 
Stock shall be deemed to be equal to the sum of the net offering 
price (after deduction of underwriting discounts or commissions 
<PAGE>
<PAGE>
and expenses payable to third parties) of all such securities plus 
the minimum aggregate amount, if any, payable upon conversion of 
any such convertible securities into shares of Common Stock;

                         (B)     the number of votes to which a 
holder of a share of Series H Preferred Stock is entitled pursuant 
to paragraph (a) of Section 3 shall be adjusted so that, after the 
happening of any of the events described above, such holder shall 
be entitled to a number of votes equal to (I) the number of votes 
to which such holder was entitled pursuant to paragraph (a) of 
Section 3 immediately prior to such happening multiplied by (II) a 
fraction, the numerator of which is the number of shares of Common 
Stock into which one share of Series H Preferred Stock was 
convertible immediately after such happening and the denominator 
of which is the number of shares of Common Stock into which one 
share of Series H Preferred Stock was convertible immediately 
prior to such happening; and

                         (C)      such adjustment shall become 
effective immediately after the date of such issuance for purposes 
of subclauses (A) and (B).

               (iii)   In case the Corporation shall be a party to 
any transaction (including, without limitation, a merger, consol-
idation, sale of all or substantially all of the Corporation's 
assets, liquidation or recapitalization of the Common Stock and 
excluding any transaction to which clause (i) or (ii) of this 
paragraph (b) applies) in which the previously outstanding Common 
Stock shall be changed into or, pursuant to the operation of law 
or the terms of the transaction to which the Corporation is a 
party, exchanged for different securities of the Corporation or 
common stock or other securities of another Corporation or 
interests in a noncorporate entity or other property (including 
cash) or any combination of any of the foregoing, then, as a 
condition of the consummation of such transaction, lawful and 
adequate provision shall be made so that each holder of shares of 
Series H Preferred Stock shall be entitled, upon conversion, to an 
amount per share equal to (A) the aggregate amount of stock, 
securities, cash and/or any other property (payable in kind), as 
the case may be, into which or for which each share of Common 
Stock is changed or exchanged times (B) the number of shares of 
Common Stock into which a share of Series H Preferred Stock is 
convertible immediately prior to the consummation of such trans-
action.

               (c)     In case the Corporation shall be a party to 
a transaction described in subparagraph (b)(iii) above resulting 
in the change or exchange of the Corporation's Common Stock then, 
<PAGE>
from and after the date of announcement of the pendency of such 
subparagraph (b)(iii) transaction until the effective date 
thereof, each share of Series H Preferred Stock may be converted, 
at the option of the holder thereof, into shares of Common Stock 
on the terms and conditions set forth in this Section 8, and if so 
converted during such period, such holder shall be entitled to 
receive such consideration in exchange for such holder's shares of 
Common Stock as if such holder had been the holder of such shares 
of Common Stock as of the record date for such change or exchange 
of the Common Stock.

               (d)     The Board of Directors may increase the 
number of shares of Common Stock into which each share of Series H 
Preferred Stock may be converted, in addition to the adjustments 
required by this Section 8, as shall be determined by it (as 
evidenced by a resolution of the Board of Directors) to be 
advisable in order to avoid or diminish any income deemed, for 
federal income tax purposes, to be received by any holder of 
shares of Common Stock or Series H Preferred Stock resulting from 
any events or occurrences giving rise to adjustments pursuant to 
this Section 8 or from any other similar event.

               (e)     The holder of any shares of Series H Pre-
ferred Stock may exercise his right to convert such shares into 
shares of Common Stock by surrendering for such purpose to the 
Corporation, at its principal office or at such other office or 
agency maintained by the Corporation for that purpose, a certifi-
cate or certificates representing the shares of Series H Preferred 
Stock to be converted accompanied by a written notice stating that 
such holder elects to convert all or a specified whole number of 
such shares in accordance with the provisions of this Section 8 
and specifying the name or names in which such holder wishes the 
certificate or certificates for shares of Common Stock to be 
issued.  In case such notice shall specify a name or names other 
than that of such holder, such notice shall be accompanied by 
payment of all transfer taxes payable upon the issuance of shares 
of Common Stock in such name or names.  Other than such taxes, the 
Corporation will pay any and all issue and other taxes (other than 
taxes based on income) that may be payable in respect of any issue 
or delivery of shares of Common Stock on conversion of Series H 
Preferred Stock pursuant hereto.  As promptly as practicable, and 
in any event within three Business Days after the surrender of 
such certificate or certificates and the receipt of such notice 
relating thereto and, if applicable, payment of all transfer taxes 
(or the demonstration to the satisfaction of the Corporation that 
such taxes have been paid), the Corporation shall deliver or cause 
<PAGE>
to be delivered (i) certificates representing the number of 
validly issued, fully paid and nonassessable full shares of Common 
Stock to which the holder of shares of Series H Preferred Stock so 
converted shall be entitled and (ii) if less than the full number 
of shares of Series H Preferred Stock evidenced by the surrendered 
certificate or certificates are being converted, a new certificate 
or certificates, of like tenor, for the number of shares evidenced 
by such surrendered certificate or certificates less the number of 
shares converted.  Such conversion shall be deemed to have been 
made at the close of business on the date of giving of such notice 
and of such surrender of the certificate or certificates 
representing the shares of Series H Preferred Stock to be con-
verted so that the rights of the holder thereof as to the shares 
being converted shall cease except for the right to receive shares 
of Common Stock and Accrued Dividends in accordance herewith, and 
the person entitled to receive the shares of Common Stock shall be 
treated for all purposes as having become the record holder of 
such shares of Common Stock at such time.  The Corporation shall 
not be required to convert, and no surrender of shares of Series H 
Preferred Stock shall be effective for that purpose, while the 
transfer books of the Corporation for the Common Stock are closed 
for any purpose (but not for any period in excess of 15 calendar 
days); but the surrender of shares of Series H Preferred Stock for 
conversion during any period while such books are so closed shall 
become effective for conversion immediately upon the reopening of 
such books, as if the conversion had been made on the date such 
shares of Series H Preferred Stock were surrendered, and at the 
conversion rate in effect at the date of such surrender.

               (f)     Shares of Series H Preferred Stock may be 
converted at any time up to the close of business on the second 
Business Day preceding the date fixed for redemption of such 
shares pursuant to Section 5 hereof.

               (g)     Upon conversion of any shares of Series H 
Preferred Stock, the holder thereof shall be entitled to receive 
any Accrued Dividends in respect of the shares so converted to the 
date of conversion.

               (h)    In connection with the conversion of any 
shares of Series H Preferred Stock, no fractions of shares of 
Common Stock shall be issued, but in lieu thereof the Corporation 
shall pay a cash adjustment in respect of such fractional interest 
in an amount equal to such fractional interest multiplied by the 
Current Market Price per share of Common Stock on the day on which 
such shares of Series H Preferred Stock are deemed to have been 
converted.
<PAGE>
               (i)     The Corporation shall at all times reserve 
and keep available out of its authorized and unissued Common 
Stock, solely for the purpose of affecting the conversion of the 
Series H Preferred Stock, such number of shares of Common Stock as 
shall from time to time be sufficient to effect the conversion of 
all then outstanding shares of Series H Preferred Stock.  The 
Corporation shall from time to time, subject to and in accordance 
with the General Corporation Law of the State of Delaware, 
increase the authorized amount of Common Stock if at any time the 
number of authorized shares of Common Stock remaining unissued 
shall not be sufficient to permit the conversion at such time of 
all then outstanding shares of Series H Preferred Stock.

               (j)      In computing the adjustment which a holder 
of Series H Preferred Stock shall receive pursuant to paragraph 
(b) of this Section, the fact that shares of Series H Preferred 
Stock may not be presently convertible shall be ignored and such 
computation shall be made as if such shares were presently 
convertible.

               (k)     Notwithstanding anything else contained 
herein, if adjustments in the number of shares of Common Stock 
into which each share of Series H Preferred Stock is convertible 
have caused the Conversion Price to be lower than the par value, 
if any, of the Common Stock, upon any conversion of shares of 
Series H Preferred Stock the Corporation shall, to the maximum 
extent it is legally able to do so, issue to the converting holder 
the shares of Common Stock into which the shares of Series H 
Preferred Stock being converted are convertible, and, in addition, 
the Corporation shall pay the converting holder an amount in cash 
equal to the Current Market Price of the Common Stock multiplied 
by the number of shares and fractions thereof of Common Stock 
which the converting holder would have been entitled to receive 
except for the limitation on lawful issuance described in this 
paragraph.

      
          Section 4.  REPORTS AS TO ADJUSTMENTS.

          Whenever the number of shares of Common Stock into which 
each share of Series H Preferred Stock is convertible (or the 
number of votes to which each share of Series H Preferred Stock is 
entitled) is adjusted as provided in Section 8 hereof, the 
Corporation shall promptly mail to the holders of record of the 
outstanding shares of Series H Preferred Stock at their respective 
addresses as the same shall appear in the Corporation's stock 
records a notice stating that the number of shares of Common Stock 
<PAGE>
into which the shares of Series H Preferred Stock are convertible 
has been adjusted and setting forth the new number of shares of 
Common Stock (or describing the new stock, securities, cash or 
other property) into which each share of Series H Preferred Stock 
is convertible (and the new number of votes to which each share of 
Series H Preferred Stock is entitled), as a result of such 
adjustment, a brief statement of the facts requiring such 
adjustment and the computation thereof, and when such adjustment 
became effective.

          Section 5.  CERTAIN CONENANTS.

               (a)	The Corporation shall not, without the prior 
written consent of the holders of two-thirds of the outstanding 
shares of Series H Preferred Stock, redeem or repurchase or 
otherwise acquire for consideration, or permit any of its Subsid-
iaries to redeem, repurchase or otherwise acquire for consider-
ation, any shares of Common Stock at a price per share of Common 
Stock less than the Conversion Price, unless the Board of Direc-
tors of the Corporation determines in good faith that the shares 
of Common Stock remaining issued and outstanding upon consummation 
of such redemption, repurchase or other acquisition will have an 
Aggregate Market Value, immediately following consummation of such 
transaction, greater than $1,500,000,000; PROVIDED, HOWEVER, that 
nothing in this paragraph shall prohibit the Corporation or any of 
its Subsidiaries from redeeming, repurchasing or otherwise 
acquiring for consideration (i) up to 15,000,000 shares of Common 
Stock (such number of shares to be subject to adjustment, using 
the method described in Section 8(b)(i)(B) hereof, in the event 
the Common Stock shall be subdivided or reclassified into a 
greater number of shares or combined or reclassified into a 
smaller number of shares) or (ii) any shares of Common Stock 
offered for sale to the Corporation; and PROVIDED FURTHER that the 
provisions of this paragraph (a) shall in no event apply at any 
time after (A) the tender into a tender offer or exchange offer 
that has not occasioned a Change of Control or Prospective Change 
of Control of more than one-third (1/3) of the Series H Preferred 
Stock or (B) the sale, during a tender offer or exchange offer 
that has not occasioned a Change of Control or Prospective Change 
of Control, of more than one-third (1/3) of the Series H Preferred 
Stock or (C) the sale, during a tender offer or exchange offer 
that has not occasioned a Change of Control or Prospective Change 
of Control, of an amount of the Series H Preferred Stock that, 
when added to that amount of the Series H Preferred Stock tendered 
into such tender offer or exchange offer, is more than one-third 
(1/3) of the Series H Preferred Stock (provided that the exception 
<PAGE>
<PAGE>
set forth in this proviso shall not apply unless the Corporation 
would have the right, pursuant to and in accordance with the terms 
of that certain agreement referred to in the first proviso to this 
paragraph (a), to purchase the shares of Series H Preferred Stock 
tendered into such offer prior to their sale pursuant to such 
offer or purchase the shares of Series H Preferred Stock sold 
during the pendency of such offer prior to their sale).

               (b)     INTENTIONALLY OMITTED 

               (c)     The Corporation shall, within three (3) 
Business Days following public announcement of a tender or 
exchange offer by any Person for securities representing fifty 
percent (50%) or more of the combined voting power of the then 
outstanding Voting Stock of the Corporation, which tender or 
exchange offer was not approved by the Board of Directors of the 
Corporation in advance of such public announcement, advise the 
holders of shares of Series H Preferred Stock as to whether or not 
the Corporation has sufficient capital and surplus (as determined 
in accordance with the terms of the General Corporation Law of the 
State of Delaware) to permit the Corporation to redeem the issued 
and outstanding shares of Series H Preferred Stock in accordance 
with the terms of paragraphs (d) and (e) of Section 5.  Such 
notice shall be given by mail (and, if the outstanding shares of 
Series H Preferred Stock are owned by one corporation, or by one 
group of corporations under common corporate control, by telex or 
telecopy) to each holder of Series H Preferred Stock, at such 
holder's address as it appears on the transfer books of the 
Corporation, and, as soon as practical, if the Series H Preferred 
Stock is listed on any national securities exchange or traded in 
the over-the-counter market, a similar notice shall be given by 
publication in a newspaper of general circulation in the Borough 
of Manhattan.

      
         (d)     Any holder of Series H Preferred Stock may 
proceed to protect and enforce its rights and the rights of such 
holders by any available remedy by proceeding at law or in equity 
to protect and enforce any such rights, whether for the specific 
enforcement of any provision of this Certificate of Designation or 
in aid of the exercise of any power granted herein, or to enforce 
any other proper remedy.

          Section 6.     DEFINITIONS.

          For the purposes of the Certificate of Designation of 
Series H Senior Cumulative Convertible Preferred Stock which 
embodies this resolution:
<PAGE>
          "Accrued Dividends" to a particular date (the "Ap-
plicable Date") means (i) all unpaid dividends payable pursuant to 
paragraph (a) of Section 2, whether or not declared, accrued to 
the Applicable Date, plus (ii) all dividends or distributions 
payable pursuant to paragraph (c) of Section 2 for which the 
Triggering Distribution was declared, ordered, paid or made on or 
prior to the Applicable Date.

          "Aggregate Market Value" of the issued and outstanding 
shares of Common Stock on any date shall be determined by multi-
plying the Closing Price on such date by the number of shares of 
Common Stock that are issued and outstanding on such date.

          "Average Market Price" per share of Common Stock on any 
date shall be deemed to be the weighted average of the Closing 
Prices per share of Common Stock on the ten (10) Trading Days 
immediately preceding such date, determined by (i) multiplying 
each Closing Price during such ten (10) day period by the number 
of shares of Common Stock traded that day, (ii) adding the product 
of the foregoing multiplications, and (iii) dividing the sum by 
the total number of shares of Common Stock traded during that ten 
(10) day period.

          "Business Day" means any day other than a Saturday, 
Sunday, or a day an which banking institutions in the State of New 
York are authorized or obligated by law or executive order to 
close.

          "Change in Control" shall mean any of the following:

               (a)     the acquisition by any Person, other than 

the Corporation, or any of its Subsidiaries, any employee benefit 
plan or related trust of the Corporation or any of its Subsidiar-
ies, or Berkshire Hathaway Inc. or any of its Subsidiaries or 
affiliates (as defined in Rule 12b-2 under the Securities Exchange 
Act of 1934, as amended (the "Exchange Act") (an "Acquiring 
Person"), of beneficial ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of fifty percent (50%) or 
more of the combined voting power of the then outstanding Voting 
Stock of the Corporation entitled to vote generally in the 
election of directors; or

               (b)     the public announcement of a tender or 
exchange offer by any Acquiring Person for fifty percent (50%) or 
more of the outstanding voting securities of the Corporation, 
<PAGE>
which was not approved by the Board of Directors in advance of 
such public announcement, PROVIDED, HOWEVER, that such announce-
ment shall not constitute a Change in Control as long as (i) the 
Board of Directors of the Corporation opposes such offer in its 
Schedule 14D-9 statements and (ii) the Corporation has sufficient 
capital and surplus (as determined in accordance with the terms of 
the General Corporation Law of the State of Delaware) to permit 
the Corporation to redeem the issued and outstanding shares of 
Series H Preferred Stock in accordance with the terms of paragraph 
(d) of Section 5.  A Change in Control shall be deemed to have 
occurred at any time a tender or exchange offer, not approved by 
the Board of Directors of the Corporation in advance of its public 
announcement, for fifty percent (50%) or more of the outstanding 
voting securities of the Corporation is pending, if (i) the Board 
of Directors of the Corporation in its Schedule 14D-9 statements 
(A) approves or (B) fails to oppose, such tender or exchange 
offer, or (ii) the Corporation does not possess sufficient capital 
and surplus (as determined in accordance with the terms of the 
Delaware General Corporation Law) to permit the Corporation to 
redeem the issued and outstanding shares of Series H Preferred 
Stock in accordance with the terms of paragraph (d) of Section 5, 
or (iii) either the chief executive officer or a majority of the 
Board of Directors gives notice to the holders of Series H 
Preferred Stock that consummation of such tender or exchange offer 
is likely; or


               (c)     individuals who, as of August 15, 1997, 
constitute the Board of Directors of the Corporation (the "Incum-
bent Board") cease for any reason to constitute at least a 
majority of such Board; provided that any individual becoming a 
director subsequent to August 15, 1997, whose election, or nomina-
tion for election by the Corporation's stockholders, was approved 
by a vote of at least a majority of the directors then comprising 
the Incumbent Board shall be considered as though such individual 
were a member of the Incumbent Board, but excluding, as a member 
of the Incumbent Board, any such individual whose initial assump-
tion of office is in connection with an actual or threatened 
election contest relating to the election of the directors of the 
Corporation (as such terms are used in Rule 14a-11 of Regulation 
14A promulgated under the Exchange Act) and further excluding any 
person who is an affiliate or associate (as those terms are 
defined in the General Rules and Regulations under the Exchange 
Act) of an Acquiring Person having or proposing to acquire 
beneficial ownership of 10% or more of the continued voting power 
of the then outstanding voting securities of the Corporation 
entitled to vote generally in the election of directors; or
<PAGE>
                (d)      the sale or other disposition of all or 
substantially all the assets of the Corporation in one transaction 
or series of related transactions.

          "Closing Price" per share of Common Stock on any date 
shall be the last sale price, regular way, or, in case no such 
sale takes place on such day, the average of the closing bid and 
asked prices, regular way, in either case as reported in the 
principal consolidated transaction reporting system with respect 
to securities listed or admitted to trading on the New York Stock 
Exchange or, if the Common Stock is not listed or admitted to 
trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system with respect 
to securities listed on the principal national securities exchange 
on which the Common Stock is listed or admitted to trading or, if 
the Common Stock is not listed or admitted to trading on any 
national securities exchange, the last quoted sale price or, if 
not so quoted, the average of the high bid and low asked prices in 
the over-the-counter market, as reported by the National As-
sociation of Securities Dealers, Inc. Automated Quotations System 
("NASDAQ") or such other system then in use, or, if on any such 
date the Common Stock is not quoted by any such organization, the 
average of the Closing bid and asked prices as furnished by a 
professional market maker making a market in the Common Stock 
selected by the Board of Directors.  If the Common Stock is not 
publicly held or so listed or publicly traded, "Closing Price" 
shall mean the Fair Market Value per share as determined in good 
faith by the Board of Directors of the Corporation.

          "Conversion Price" shall be an amount equal to $1,000 
divided by the number of shares of Common Stock into which one 
share of Series H Preferred Stock is convertible at such time (or 
would be convertible if the Series H Preferred Stock were then 
convertible).

            "Current Market Price" per share of Common Stock on 
any date shall be deemed to be the Closing Price per share of 
Common Stock on the Trading Day immediately prior to such date.

          "Event Price" shall mean any of the following, as 
applicable:

               (a)     the weighted average price per share of 
Common Stock paid by any Person (or affiliate or associate (as 
such terms are defined in Rule 12b-2 under the Exchange Act) of 
such Person) whose acquisition of shares of stock of the Corpora-
tion triggered a Change in Control during the sixty (60) day 
<PAGE>
period preceding the Change in Control, in the event of a Change 
in Control described in paragraph (a) of the definition of Change 
in Control (unless such Change in Control was occasioned by the 
purchase of shares of the Corporation's Voting Stock in a tender 
offer or exchange offer, in which case the Event Price shall be 
determined by reference to subparagraph (b) below); or
               (b)     the highest price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid, 
offered to be paid or agreed to be paid by any Person (or affili-
ate or associate (as such terms are defined in Rule 12b-2 under 
the Exchange Act) of such Person) for a share of Common Stock in a 
tender or exchange offer in the event of (i) a Change in Control 
described in paragraph (a) of the definition of Change in Control 
occasioned by the purchase of shares of the Corporation's Voting 
Stock in a tender offer or exchange offer or (ii) a Change in 
Control described in paragraph (b) of the definition of Change in 
Control.  The fair market value of any non-cash consideration 
paid, offered to be paid or agreed to be paid by such Person for 
such shares shall be determined in good faith by the Board of 
Directors of the Corporation; PROVIDED, HOWEVER, that the fair 
market value of any such non-cash consideration shall not be 
deemed to be less than the value assigned to such consideration by 
any investment banking firm retained to advise the Corporation, 
the Board of Directors, or any committee of its Board of Directors 
prior to the consummation of the Change in Control; or

               (c)     the Average Market Price per share of 

Common Stock, in the event of a Change in Control described in 
paragraphs (c) or (d) of the definition of Change in Control, 
computed as of the date of such Change in Control.

          "Fair Market Value" means an amount determined in good 
faith by the Board of Directors of the Corporation in reliance 
upon an opinion of a nationally recognized investment banking firm 
and certified in a resolution sent to all holders of shares of 
Series H Preferred Stock.

          "Junior Stock" means any stock of the Corporation 
ranking junior to the Series H Preferred Stock with respect to the 
payment of dividends and the distribution of assets, whether upon 
liquidation or otherwise.

          "Merger Event" shall mean the approval by the stock-
holders of the Corporation of a reorganization, merger or consol-
idation, in each case, with respect to which all or substantially 
all the individuals and entities who were the respective benefi-
<PAGE>
cial owners of the voting securities of the Corporation immedi-
ately prior to such reorganization, merger or consolidation do 
not, following such reorganization, merger or consolidation, 
beneficially own, directly or indirectly, more than fifty percent 
(50%) of the combined voting power of the then outstanding voting 
securities entitled to vote generally in the election of directors 
of the corporation resulting from such reorganization, merger or 
consolidation.

          "Person" shall mean any person or entity of any nature 
whatsoever, specifically including an individual, a firm, a 
company, a corporation, a partnership, a trust or other entity.  A 
Person, together with such Person's Affiliates and Associates (as 
these terms are defined in Rule 12b-2 under the Exchange Act), and 
any Persons acting as a partnership, limited partnership, joint 
venture, association, syndicate or other group (whether or not 
formally organized), or otherwise acting jointly or in concert or 
in a coordinated or consciously parallel manner (whether or not 
pursuant to any express agreement), for the purpose of acquiring, 
holding, voting or disposing of securities of the Corporation with 
such Person, shall be deemed a single "Person".

          "Prospective Change in Control" shall mean the public 
announcement of a tender or exchange offer by any person for fifty 
percent (50%) or more of the Combined voting power of the then 
outstanding Voting Stock of the Corporation, which tender or 
exchange offer was approved by the Board of Directors of the 
Corporation in advance of such public announcement.

          "Redemption Threshold" shall be an amount equal to the 
Conversion Price at such time multiplied by 125%.

          "Rights" shall mean any rights to purchase Junior Stock 
issued pursuant to any Rights Agreement.

          "Rights Agreement" shall mean any rights agreement that 
may hereafter be adopted by the Corporation similar to the Rights 
Agreement dated as of June 29, 1989 between the Corporation and 
The Chase Manhattan Bank, N.A., as amended and restated (the "1989 
Rights Agreement"), as it may be amended from time to time consis-
tent with the limitations on amendment of the 1989 Rights 
Agreement set forth in Section (4) of that certain letter agree-
ment dated August 7, 1989 pursuant to which the Corporation's 
Series A Preferred Stock was initially issued.

            "Set Apart for Payment" shall mean the Corporation 
shall have deposited with a bank or trust company doing business 
<PAGE>
in the Borough of Manhattan, the City of New York, and having a 
capital and surplus of at least $50,000,000, in trust for the 
exclusive benefit of the holders of shares of Series H Preferred 
Stock, funds sufficient to satisfy the Corporation's payment 
obligation.

          "Subsidiary" of any Person means any corporation or 
other entity of which a majority of the voting power of the voting 
equity securities or equity interest is owned, directly or 
indirectly, by such Person.

          "Trading Day" means a day on which the principal 
national securities exchange on which the Common Stock is listed 
or admitted to trading is open for the transaction of business or, 
if the Common Stock is not listed or admitted to trading on any 
national securities exchange, any day other than a Saturday, 
Sunday, or a day on which banking institutions in the State of New 
York are authorized or obligated by law or executive order to 
close.

          "Voting Stock" means the outstanding shares of capital 
stock of the Corporation entitled to vote generally in the 
election of directors.

      
          Section 1.  RANK.

          The Series H Preferred Stock shall rank, with respect to 
voting powers, preferences and relative, participating, optional 
and other special rights of the shares of such series and the 
qualifications, limitations and restrictions thereof, including, 
without limitation, with respect to the payment of dividends and 
the distribution of assets, whether upon liquidation or otherwise, 
(i) equally with respect to all shares of Senior Preferred Stock 
or Preferred Stock described in the proviso to subparagraph 
(b)(ii) of Section 3, (ii) prior to all shares of the $437.50 
Series B Cumulative Convertible Preferred Stock, without par 
value, of the Corporation and to all shares of the Common Stock, 
and (iii) prior to all shares of any other class or series of 
Senior Preferred Stock or Preferred Stock of the Corporation, 
unless such other class or series by its terms ranks equally with 
or senior to the Series H Preferred Stock.
<PAGE>
          IN WITNESS WHEREOF, the Corporation has caused this 
Corrected Certificate of Designation of Series H Senior Cumulative 
Convertible Preferred Stock to be duly executed in its name this 
22nd day of August, 1997.

                                                                  
                     US AIRWAYS GROUP, INC.



                                                                  
                            By:        /s/ John W. Harper       
                                      ------------------------
                                           John W. Harper
                                                                  
                                           Senior Vice President