FORM 10-K/A--Amendment No. 2
                    ANNUAL REPORT PURSUANT TO SECTION 13
              OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


                                 (Mark One)
         [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                For the fiscal year ended December 31, 1998
                                     or

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


                     For the transition period from to
                          US AIRWAYS GROUP, INC.
           (Exact name of registrant as specified in its charter)

                      State of Incorporation: Delaware

                            2345 Crystal Drive,
                         Arlington, Virginia 22227
                           (Address of principal
                             executive offices)

                               (703) 872-5306
            (Registrant's telephone number, including area code)

                      (Commission file number: 1-8444)
              (I.R.S. Employer Identification No.: 54-1194634)

                              US AIRWAYS, INC.
           (Exact name of registrant as specified in its charter)

                      State of Incorporation: Delaware

                            2345 Crystal Drive,
                         Arlington, Virginia 22227
                           (Address of principal
                             executive offices)

                               (703) 872-7000
            (Registrant's telephone number, including area code)

                      (Commission file number: 1-8442)
              (I.R.S. Employer Identification No.: 53-0218143)

        Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
      Registrant       Title of each class           on which registered

      US Airways       Common Stock                  New York Stock
      Group, Inc.      par value $1.00               Exchange
                       per share (Common Stock)


Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K section 229.405 is not contained herein, and will not
be contained, to the best of the registrants' knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock of US Airways Group, Inc.
held by non-affiliates on February 26, 1999 was approximately
$3,691,000,000. On February 26, 1999, there were outstanding approximately
79,088,000 shares of Common Stock and 1,000 shares of common stock of US
Airways, Inc.

The registrant US Airways, Inc. meets the conditions set forth in General
Instructions I(1)(a) and (b) of Form 10-K and is therefore participating in
the filing of this form in the reduced disclosure format permitted by such
Instructions.

Item of Form 10-K            Document Incorporated by Reference

Part III, Items 10, 11,      Proxy Statement* (excluding
12 and 13                    therefrom the subsections
                             entitled "Human Resources
                             Committee Report on Executive
                             Compensation" and "Performance Graph")


* Refers to the definitive Proxy Statement of US Airways Group, Inc., filed
pursuant to Regulation 14A, relating to the Annual Meeting of Stockholders
of US Airways Group, Inc. to be held on May 19, 1999.



                              EXPLANATORY NOTE

        This Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998 is being filed solely to re-file a new version of Exhibit
10.2 hereto (pursuant to a confidential treatment request filed with the
Securities and Exchange Commission (SEC)) and to amend the list of Exhibits
included herein relating thereto. The 10-K/A constitutes Amendment No. 2 to
US Airways Group Inc.'s (US Airways Group) and US Airways, Inc.'s (US
Airways) Annual Report on Form 10-K for the fiscal year ended December 31,
1998.

Part IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

CONSOLIDATED FINANCIAL STATEMENTS

(i)  The following consolidated financial statements of US Airways Group,
        Inc. are included in Part II, Item 8A of the Form 10-K filed on
        March 19, 1999: -Consolidated Statements of Operations for each of
        the three years ended December 31, 1998 -Consolidated Balance
        Sheets as of December 31, 1998 and 1997 -Consolidated Statements of
        Cash Flows for each of the three years ended December 31, 1998
        Consolidated Statements of Changes in Stockholders' Equity
        (Deficit) for each of the three years ended December 31, 1998
        -Notes to Consolidated Financial Statements

(ii) The following consolidated financial statements of US Airways, Inc.
        are included in Part II, Item 8B of the Form 10-K filed on March
        19, 1999: -Consolidated Statements of Operations for each of the
        three years ended December 31, 1998 -Consolidated Balance Sheets as
        of December 31, 1998 and 1997 Consolidated Statements of Cash Flows
        for each of the three years ended December 31, 1998 Consolidated
        Statements of Changes in Stockholder's Equity (Deficit) for each of
        the three years ended December 31, 1998 -Notes to Consolidated
        Financial Statements

CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

        All financial statement schedules have been omitted because they
are not applicable or not required, or because the required information was
either incorporated by reference or included in the financial statements or
notes thereto included in the Form 10-K filed on March 19, 1999.


EXHIBITS

Designation                  Description

* 3.1                 Restated Certificate of Incorporation of US Airways
                      Group, Inc. (incorporated by reference to Exhibit 3.1
                      to US Airways Group's Registration Statement on Form
                      8-B dated January 27, 1983), including the
                      Certificate of Amendment dated May 13, 1987
                      (incorporated by reference to Exhibit 3.1 to US
                      Airways Group's and US Airways, Inc.'s Quarterly
                      Report on Form 10-Q for the quarter ended March 31,
                      1987), the Certificate of Increase dated June 30,
                      1987 (incorporated by reference to Exhibit 3 to US
                      Airways Group's and US Airways' Quarterly Report on
                      Form 10-Q for the quarter ended June 30, 1987), the
                      Certificate of Increase dated October 16, 1987
                      (incorporated by reference to Exhibit 3.1 to US
                      Airways Group's and US Airways' Quarterly report on
                      Form 10-Q for the quarter ended September 30, 1987),
                      the Certificate of Increase dated August 7, 1989
                      (incorporated by reference to Exhibit 3.1 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1989), the Certificate of
                      Increase dated April 9, 1992 (incorporated by
                      reference to Exhibit 3.1 to US Airways Group's and US
                      Airways' Annual Report on Form 10-K for the year
                      ended December 31, 1992), the Certificate of Increase
                      dated January 21, 1993 (incorporated by reference to
                      US Airways Group's and US Airways' Annual Report on
                      Form 10-K for the year ended December 31, 1992), and
                      the Certificate of Amendment dated May 26, 1993
                      (incorporated by reference to Appendix II to US
                      Airways Group's Proxy Statement dated April 26,
                      1993); and the Certificate of Ownership and Merger
                      merging Nameco, Inc. into USAir Group, Inc.
                      dated February 17, 1997 (incorporated by reference to
                      Exhibit 3.1 to US Airways Group's Annual Report on
                      Form 10-K for 1996).

* 3.2                 By-Laws of US Airways Group.

* 3.3                 Restated Certificate of Incorporation of US Airways
                      (incorporated by reference to Exhibit 3.1 to US
                      Airways' Registration Statement on Form 8-B dated
                      January 27, 1983); and the Certificate of Amendment
                      to Restated Certificate of Incorporation of USAir,
                      Inc. dated February 17, 1997 (incorporated by
                      reference to Exhibit 3.3 to US Airways' Annual Report
                      on Form 10-K for 1996).

* 3.4                 By-Laws of US Airways.

+ 10.1                Purchase agreement dated October 31, 1997 between US
                      Airways Group and AVSA, S.A.R.L. (AVSA), an affiliate
                      of aircraft manufacturer Airbus Industrie G.I.E.
                      (incorporated by reference to Exhibit 10.1 to US
                      Airways Group's Quarterly Report on Form 10-Q for the
                      three months ended September 30, 1997) (portions of
                      this exhibit were omitted pursuant to a request for
                      confidential treatment filed separately with the
                      SEC).

  10.2                Amendment No. 1 dated June 10, 1998 to purchase
                      agreement dated October 31, 1997 between US Airways
                      Group and AVSA (portions of this exhibit have been
                      omitted pursuant to a request for confidential
                      treatment and filed separately with the SEC).

* 10.3                Amendment No. 2 dated January 19, 1999 to purchase
                      agreement dated October 31, 1997 between US Airways
                      Group and AVSA (portions of this exhibit have been
                      omitted pursuant to a request for confidential
                      treatment and filed separately with the SEC).

 **10.4               Purchase Agreement dated November 24, 1998 between US
                      Airways Group and AVSA (portions of this exhibit have
                      been omitted pursuant to a request for confidential
                      treatment and filed separately with the SEC).

* 10.5                Incentive Compensation Plan of US Airways Group, Inc.
                      as amended and restated January 1, 1997 (incorporated
                      by reference to Exhibit 10.6 to US Airways Group's
                      Annual Report on Form 10-K for the year ended
                      December 31, 1997).

* 10.6                US Airways, Inc. Supplementary Retirement Benefit
                      Plan (incorporated by reference to Exhibit 10.5 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1989).

* 10.7                US Airways, Inc. Supplemental Executive Defined
                      Contribution Plan (incorporated by reference to
                      Exhibit 10.6 to US Airways Group's Annual Report on
                      Form 10-K for the year ended December 31, 1994).

* 10.8                1998 Pilot Stock Option Plan of US Airways Group,
                      Inc. (incorporated by reference to Exhibit 10 to US
                      Airways Group's Quarterly Report on Form 10-Q for the
                      three months ended September 30, 1998).

* 10.9                1997 Stock Incentive Plan of US Airways Group, Inc.
                      as amended and restated as of November 18, 1997
                      (incorporated by reference to Exhibit 10.9 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1997).

* 10.10               1996 Stock Incentive Plan of US Airways Group, Inc.
                      as amended and restated as of May 20, 1998
                      (incorporated by reference to Exhibit 10 to US
                      Airways Group's Quarterly Report on Form 10-Q for the
                      three months ended June 30, 1998).

* 10.11               US Airways Group Nonemployee Director Stock Incentive
                      Plan (incorporated by reference to Exhibit B to US
                      Airways Group's Proxy Statement dated April 15,
                      1996).

* 10.12               US Airways Group Nonemployee Director Deferred Stock
                      Unit Plan (incorporated by reference to Exhibit 10.12
                      to US Airways Group's Annual Report on Form 10-K for
                      the year ended December 31, 1997).

* 10.13               Amendment No. 1 dated July 22, 1998 to the US Airways
                      Group Nonemployee Director Deferred Stock Unit Plan.

* 10.14               Amendment No. 2 dated March 17, 1999 to the US
                      Airways Group Nonemployee Director Deferred Stock
                      Unit Plan.

* 10.15               1992 Stock Option Plan of USAir Group (incorporated
                      by reference to Exhibit A to US Airways Group's Proxy
                      Statement dated March 31, 1992).

* 10.16               1984 Stock Option and Stock Appreciation Rights Plan
                      of USAir Group Inc. (incorporated by reference to
                      Exhibit A to US Airways Group's Proxy Statement dated
                      March 30, 1984).

* 10.17               Amendment to Employment Agreement between US Airways
                      and its former Senior Vice President-Finance and
                      Chief Financial Officer (incorporated by reference to
                      Exhibit 10.2 to US Airways Group's Quarterly Report
                      on Form 10-Q for the three months ended September 30,
                      1997).

* 10.18               Employment Agreement among US Airways Group and US
                      Airways and the Chairman of both companies.

* 10.19               Employment Agreement among US Airways Group and US
                      Airways and the President and Chief Executive Officer
                      of both companies.

* 10.20               Employment Agreement between US Airways and its
                      Executive Vice President- Corporate Affairs and
                      General Counsel (incorporated by reference to Exhibit
                      10.13 to US Airways Group's Annual Report on Form
                      10-K for the year ended December 31, 1995).

* 10.21               Agreement between US Airways and its Chairman with
                      respect to certain employment arrangements
                      (incorporated by reference to Exhibit 10.14 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1995).

* 10.22               Agreement between US Airways and its President and
                      Chief Executive Officer with respect to certain
                      employment arrangements (incorporated by reference to
                      Exhibit 10.15 to US Airways Group's Annual Report on
                      Form 10-K for the year ended December 31, 1995).

* 10.23               Agreement between US Airways and its Executive Vice
                      President- Corporate Affairs and General Counsel with
                      respect to certain employment arrangements
                      (incorporated by reference to Exhibit 10.16 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1995).

* 10.24               Agreement between US Airways and its Senior Vice
                      President-Planning with respect to certain employment
                      arrangements.

* 10.25               Employment Agreement between US Airways and its
                      former Executive Vice President-Human Resources
                      (incorporated by reference to Exhibit 10.22 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1995).

* 10.26               Agreement between US Airways and its Chairman
                      providing supplemental retirement benefits
                      (incorporated by reference to Exhibit 10.23 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1995).

* 10.27               Amendment to the agreement between US Airways and its
                      Chairman providing supplemental retirement benefits.

* 10.28               Agreement between US Airways and its President and
                      Chief Executive Officer providing supplemental
                      retirement benefits (incorporated by reference to
                      Exhibit 10.24 to US Airways Group's Annual Report on
                      Form 10-K for the year ended December 31, 1995).

* 10.29               Amendment to the agreement between US Airways and its
                      President and its Chief Executive Officer providing
                      supplemental retirement benefits

* 10.30               Agreement between US Airways and its Executive Vice
                      President-Corporate Affairs and General Counsel
                      providing supplemental retirement benefits
                      (incorporated by reference to Exhibit 10.25 to US
                      Airways Group's Annual Report on Form 10-K for the
                      year ended December 31, 1995).

* 10.31               Agreement between US Airways and its Senior Vice
                      President-Planning providing supplemental retirement
                      benefits .

* 10.32               Employment Agreement between US Airways and its
                      former Executive Vice President-Human Resources
                      providing retirement benefits (incorporated by
                      reference to Exhibit 10.30 to US Airways Group's
                      Annual Report on Form 10-K for the year ended
                      December 31, 1995).

* 21.1                Subsidiaries of US Airways Group.

* 21.2                Subsidiaries of US Airways.

* 23.1                Consent of the Auditors of US Airways Group to the
                      incorporation of their report concerning certain
                      financial statements contained in this report in
                      certain registration statements.

* 23.2                Consent of the Auditors of US Airways to the
                      incorporation of their report concerning certain
                      financial statements contained in this report in
                      certain registration statements.

* 24.1                Powers of Attorney, filed previously and incorporated
                      by reference, signed by certain directors of US
                      Airways Group, authorizing their signatures on this
                      report.

* 24.2                Powers of Attorney, filed previously and incorporated
                      by reference, signed by certain directors of US
                      Airways, authorizing their signatures on this report.

* 27.1                Financial Data Schedule-US Airways Group.

* 27.2                Financial Data Schedule-US Airways.

--------------------

 *    Filed previously with or incorporated by reference in Form 10-K
      on March 19, 1999.
 **   Filed previously with Form 10-K/A on May 14, 1999.
 +    Incorporated by reference in Quarterly Report on Form 10-Q/A for the
      quarter ended September 30, 1997 filed on May 24, 1999.


REPORTS ON FORM 8-K

Date of Report               Subject of Report

March 5, 1999         News release announcing that pursuant to a secondary
                      offering made by SOCIETE Internationale de
                      Telecommunications Aeronatiquies ("SITA"), SITA sold
                      part of its interest in the international data
                      network service provider Equant n.v. As member of
                      SITA, US Airways, Inc. is treated as having
                      indirectly sold approximately 30 percent of its
                      holdings in Equant n.v. and as a result will
                      recognize a before-tax gain of $9,944,096.00.

January 20, 1999      Consolidated statements of operations for both US
                      Airways Group and US Airways for the three months and
                      year ended December 31, 1998, and select operating
                      and financial statistics for US Airways for the same
                      periods.

December 4, 1998      Document filed as an Exhibit in connection with, and
                      incorporated by reference into, US Airways'
                      Registration Statement on Form S-3 (Registration No.
                      333-64425). The registration statement and the
                      Prospectus Supplement, dated December 4, 1998 to the
                      Prospectus, dated September 28, 1998, relate to the
                      offering by US Airways of Pass Through Certificates,
                      Series 1998-1.

December 14, 1998     Documents filed as Exhibits in connection with, and
                      incorporated by reference into, US Airways'
                      Registration Statement on Form S-3 (Registration No.
                      333-64425). The registration statement and the
                      Prospectus Supplement, dated December 4, 1998 to the
                      Prospectus, dated November 17, 1998, relate to the
                      offering by US Airways Pass Through Certificates,
                      Series 1998-1.

November 23, 1998     News release announcing US Airways Group's board of
                      directors authorization for the purchase from time to
                      time in the open market or in privately negotiated
                      transactions of up to $500 million of the Company's
                      outstanding common stock.

                         (this space intentionally left blank)


                                 SIGNATURES

        Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 24, 1999.


US AIRWAYS GROUP, INC. (REGISTRANT)


By:  /s/ RAKESH GANGWAL
     ----------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive officer)


        Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of US Airways Group in the capacities indicated, on May 24, 1999.

By:  /s/ RAKESH GANGWAL
    ----------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive Officer)


By:  /s/ THOMAS A. MUTRYN
     -------------------------
Thomas A. Mutryn, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)


By:           *
   -------------------------------
Stephen M. Wolf, Director and Chairman


By:           *
    ------------------------------
Mathias J. DeVito, Director


By:           *
   -------------------------------
Peter M. George, Director


By:            *
    ------------------------------
Robert L. Johnson, Director


By:            *
   --------------------------------
Robert LeBuhn, Director

By:            *
   ---------------------------------
John G. Medlin, Jr., Director


By:            *
   ----------------------------------
Hanne M. Merriman, Director


By: ----------------------------------
Thomas H. O'Brien, Director


By:
   --------------------------------------
Hilda Ochoa-Brillembourg, Director


By:
   --------------------------------------
Richard B. Priory, Director


By:            *
   --------------------------------------
Raymond W. Smith, Director


By: /s/ THOMAS A. MUTRYN
   ----------------------------------------
Thomas A. Mutryn, Attorney-In-Fact


* Signed pursuant to power of attorney filed previously with Form 10-K on
March 19, 1999.




                                 SIGNATURES


        Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 24, 1999.


US AIRWAYS, INC. (REGISTRANT)


By:  /s/ RAKESH GANGWAL
   -------------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive officer)


        Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of US Airways and in the capacities indicated, on May 24, 1999.

By:  /s/ RAKESH GANGWAL
    ------------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive Officer)


By: /s/ THOMAS A. MUTRYN
   -------------------------------
 Thomas A. Mutryn, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)


By:            *
  ---------------------------------
Stephen M. Wolf, Director and Chairman


By:             *
   ---------------------------------
Mathias J. DeVito, Director


By:             *
   ----------------------------------
Peter M. George, Director


By:              *
   -----------------------------------
Robert L. Johnson, Director


By:              *
   ------------------------------------
Robert LeBuhn, Director


By:              *
   -------------------------------------
John G. Medlin, Jr., Director


By:              *
   -------------------------------------
Hanne M. Merriman, Director



By:
   --------------------------------------
Thomas H. O'Brien, Director


By:
   ---------------------------------------
Hilda Ochoa-Brillembourg, Director


By:
   ----------------------------------------
Richard B. Priory, Director


By:           *
   ---------------------------------------
Raymond W. Smith, Director


By: /s/ THOMAS A. MUTRYN
   ----------------------------------------
Thomas A. Mutryn, Attorney-In-Fact


* Signed pursuant to power of attorney filed previously with Form 10-K on
March 19, 1999.