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Filed pursuant to Rule 424(b)(3)
Registration Statement 333-4335
Prospectus Supplement dated
August 2, 1996
(to Prospectus dated July 16, 1996)
USAir, Inc.
Offer to Exchange 6.76% Class A Enhanced Equipment Notes,
7.50% Class B Enhanced Equipment Notes and
8.93% Class C Enhanced Equipment Notes for any and all
outstanding 6.76% Class A Enhanced Equipment Notes,
7.50% Class B Enhanced Equipment Notes and
8.93% Class C Enhanced Equipment Notes
On July 30, 1996, USAir and USAir Group initiated a lawsuit in
United States District Court for the Southern District of New York
against British Airways Plc, BritAir Acquisition Corp. Inc., AMR
Corporation and American Airlines, Inc. USAir and USAir Group
have claimed that British Airways, in pursuit of an alliance with
American Airlines, has breached its fiduciary duty to USAir and
USAir Group and has violated certain provisions of the January 21,
1993 Investment Agreement between USAir Group and British Airways.
In addition, the lawsuit claims that American Airlines has aided
and abetted British Airways' breach of its fiduciary duties and
has tortiously interfered with British Airways' performance of its
obligations under the Investment Agreement. The lawsuit also
claims that the defendants are in violation of U.S. antitrust laws
that prohibit conduct that harms competition. On July 30, 1996,
the Company and USAir Group filed with the Commission a report on
Form 8-K relating to this lawsuit. The July 30, 1996 Complaint
and a news release of USAir and USAir Group relating thereto were
filed as exhibits to Form 8-K.
On July 26, 1996, USAir filed with the Commission a report
on Form 8-K relating to a July 24, 1996 news release of USAir.
The news release reported that USAir recorded net income of $160.6
million for the second quarter of 1996 and that USAir Group's
board of directors had decided to pay a dividend on preferred
stock, up to the extent of USAir Group's capital surplus. A
payment of $43 million will be made toward dividend arrearages to
the holders of USAir Group's Series A Preferred Stock, Series F
Preferred Stock and Series T Preferred Stock. The news release
also included consolidated statements of operations for USAir for
the three and six months ended June 30, 1996, and selected
operating and financial statistics for USAir.
