Exhibit 10.27

                    November 18, 1998




Mr. Stephen M. Wolf
Chairman 
US Airways, Inc.
2345 Crystal Drive
Arlington, Virginia  22227

Dear Steve:

     Reference is made to the letter agreement dated January 
22, 1996 (the "SERP Letter Agreement") between you and US 
Airways, Inc. (the "Company") concerning supplemental 
retirement benefits to be paid to you upon your retirement 
from the Company.  This letter, when countersigned by you, 
will constitute an amendment to the SERP Letter Agreement.  
This amendment has been approved by the Company's Board of 
Directors at its meeting on November 18, 1998.  The Company 
agrees with you as follows:

     1.  Clause (ii) of paragraph 1(a) of the SERP Letter
Agreement is hereby amended in its entirety to read as 
follows:

     "(ii)  final average earnings under the Retirement
     Plan in the amount of the greater of (x)
     $1,000,000 or (y) final average earnings
     calculated in accordance with the Retirement Plan
     based on your actual salary and bonus,"

     2.  Paragraph 2(d) of the SERP Letter Agreement is 
hereby amended in its entirety to read as follows:

     "(d)  In determining the amount of your
     supplemental benefit hereunder, except as
     otherwise set forth in paragraph 3 hereunder,
     the reduction factors, actuarial assumptions,
     definitions, administrative provisions and other
     applicable provisions of the Retirement Plan
     will control."

     3.  Paragraph 3 of the SERP Letter Agreement is hereby 
amended in its entirety to read as follows:

     "3.	The amount of supplemental pension benefit
     calculated pursuant to paragraph 1 will be payable
     in the event of your normal retirement from the 
     Company at any time following your attainment of age
     65.  You may elect to receive early retirement
     benefits under this agreement at any time after
     termination of your employment with the Company and
     upon your attainment of age 55.  In the event of
     your early retirement from the Company on or after
     age 60, there will be no reduction under the early
     retirement factors set forth in the Retirement Plan
     for early commencement of the payment of the
     supplemental pension benefit.   In the event of your
     early retirement from the Company prior to age 60,
     the supplemental pension benefit calculated pursuant
     to paragraph 1 will be reduced for early
     commencement in accordance with the early retirement
     reduction factors set forth in the Retirement Plan
     as if normal retirement age was age 60 and you had
     30 years of service for the purposes of such
     reduction so that your supplemental pension benefit
     would be reduced by one-sixth of one percent for
     each of the first twenty-four months and by one-
     fourth of one percent for each month thereafter that 
     benefit commencement precedes your 60th birthday; 
     provided, however, that in the event of your early 
     retirement following a Change of Control, as defined 
     in your Amended and Restated Employment Agreement 
     dated November 18, 1998, there will be no reduction 
     in the supplemental pension benefit calculated under 
     paragraph 1 regardless of your age at such early 
     retirement."

     4.  US Airways Group, Inc., the parent of the Company, 
hereby agrees that it is jointly and severally obligated for 
the payment of the obligations of the Company under the SERP 
Letter Agreement as amended hereby.

     If you concur in the foregoing, please indicate your 
agreement by signing a copy of this letter in the space 
provided below.


                             US AIRWAYS, INC.

                             /s/ MICHELLE V. BRYAN	
                             -------------------------------
                             Michelle V. Bryan
                             Vice President, Deputy General
                             Counsel and Secretary

Agreed:


/s/ Stephen M. Wolf
---------------------------
Stephen M. Wolf


US AIRWAYS GROUP, INC.

/s/ Michelle V. Bryan
---------------------------
Michelle V. Bryan
Secretary