UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: USAir Group, Inc.
Title of Class of Securities: $437.50 Series B Cumulative
Convertible Preferred Stock
CUSIP Number: 911905305
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications:
Mr. Marko Dimitrijevic, President, Everest Capital Limited,
Corner House, 20 Parliament St., Hamilton HMJX, Bermuda
(809) 292-2200
Date of Event which Requires
Filing of this Statement:
June 13, 1995 (see Item 11 of Cover Sheet)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box { }.
Check the following box if a fee is being paid with the statement
{ }. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 911905305
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
(a) { } (b) { }
3. SEC Use Only
4. Source of Funds
Not Applicable -- See Item 11 below
5. Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) { }
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
Not Applicable -- See Item 11 below
8. Shared Voting Power:
Not Applicable -- See Item 11 below
9. Sole Dispositive Power:
Not Applicable -- See Item 11 below
10. Shared Dispositive Power:
Not Applicable -- See Item 11 below
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Not Applicable -- The Reporting Person was not, from
June 13, 1995 through the date hereof, a beneficial
owner of more than five percent of a class of "equity
securities" of the Issuer as defined in Rule 13d-1(d)
under the Securities Exchange Act of 1934, as amended.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares { }
13. Percent of Class Represented by Amount in Row (11)
Not Applicable -- See Item 11 above
14. Type of Reporting Person
CO
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AMENDMENT NO. 2 TO SCHEDULE 13D:
This Amendment No. 2 to the Schedule 13D of Everest Capital
Limited (the "Reporting Person") amends the Reporting
Person's Schedule 13D filed on June 26, 1995, as amended by
Amendment No. 1 thereto filed on July 21, 1995 (the
"Schedule 13D"), relating to the $437.50 Series B Cumulative
Convertible Preferred Stock of USAir Group, Inc. (the
"Issuer"). The Schedule 13D is hereby amended by
withdrawing the Schedule 13D in its entirety. The Reporting
Person was not, from June 13, 1995 through the date hereof,
a beneficial owner of more than five percent of a class of
"equity securities" of the Issuer as defined in Rule 13d-
1(d) under the Securities Exchange Act of 1934, as amended.
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Signature
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
December 6, 1995
Date
EVEREST CAPITAL LIMITED
By: /s/ Marko Dimitrijevic
Signature
Marko Dimitrijevic/President
Name/Title
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