Exhibit 10.10


                   1996 STOCK INCENTIVE PLAN
                              OF
                     US AIRWAYS GROUP, INC.
       (as amended and restated as of November 18, 1997) 

     1.  PURPOSE. The purpose of this Stock Incentive Plan is to 
advance the interests of the Corporation by encouraging the 
acquisition of a larger personal proprietary interest in the 
Corporation by key employees of the Corporation and of its 
Subsidiaries upon whose judgment and dedication the Corporation 
is largely dependent for the successful conduct of its business. 
It is anticipated that the acquisition of such proprietary 
interest in the Corporation will stimulate the efforts of such 
key employees on behalf of the Corporation and strengthen their 
desire to remain with the Corporation or its Subsidiaries and 
that the opportunity to acquire such a proprietary interest will 
enable the Corporation and its Subsidiaries to attract and retain 
desirable personnel.

     2.  DEFINITIONS.  When used in this Plan, unless the context 
otherwise requires:

     (a)  "Affiliate" shall mean a person or entity that 
          directly, or indirectly through one or more 
          intermediaries, controls, or is controlled by, or is 
          under common control with, the Corporation.

     (b)  "Board" shall mean the Board of Directors of the
          Corporation.

     (c)  "Cause" shall mean an act or acts of personal 
          dishonesty taken by optionee and intended to result in
          substantial personal enrichment at the expense of the 
          Corporation or any of its Subsidiaries or the 
          conviction of optionee of a felony.

     (d)  "Change of Control" shall mean: 

          (i)   The acquisition by any individual, entity or 
                group (within the meaning of Section 13(d)(3) or 
                14(d)(2) of the Exchange Act) of beneficial 
                ownership (within the meaning of Rule 13d-3 
                promulgated under the Exchange Act) of 20% or 
                more of either (A) the then outstanding shares of 
                common stock of the Corporation (the 
                "Outstanding Group Common Stock") or (B) the 
                combined voting power of the then outstanding 
                voting securities of the Corporation entitled to 
                vote generally in the election of directors (the 
                "Outstanding Group Voting Securities"); provided, 
                however, that the following acquisitions shall 
                not constitute a Change of


                Control:  (w) any acquisition directly from the
                Corporation, (x) any acquisition by the
                Corporation or any of its Subsidiaries, (y) any
                acquisition by any employee benefit plan (or 
                related trust) sponsored or maintained by the
                Corporation or any of its Subsidiaries, or (z) 
                any acquisition by any corporation with respect 
                to which, following such acquisition, more than
                85% of, respectively, the then outstanding shares
                of common stock of such corporation and the
                combined voting power of the then outstanding
                voting securities of such corporation entitled to
                vote generally in the election of directors is
                then beneficially owned, directly or indirectly,
                by all or substantially all of the individuals
                and entities who were the beneficial owners,
                respectively, of the Outstanding Group Common
                Stock and Outstanding Group Voting Securities
                immediately prior to such acquisition, in
                substantially the same proportions as their
                ownership, immediately prior to such acquisition,
                of the Outstanding Group Common Stock and
                Outstanding Group Voting Securities, as the case
                may be; or

          (ii)  Individuals who, as of the date hereof, 
                constitute the Board (the "Incumbent Board") 
                cease for any reason to constitute at least a 
                majority of the Board; provided, however, that 
                any individual becoming a director subsequent to 
                the date hereof whose election, or nomination 
                for election by the Corporation's shareholders, 
                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, for this purpose, any such
                individual whose initial assumption of office
                occurs as a result of either an actual or
                threatened election contest (as such terms are
                used in Rule 14a-11 of Regulation 14A promulgated
                under the Exchange Act) or other actual or
                threatened solicitation of proxies or consents;
                or

          (iii) Approval by the shareholders of the Corporation 
                of a reorganization, merger or consolidation, in 
                each case, with respect to which all or 
                substantially all of the individuals and entities 
                who were the beneficial owners, respectively, of 
                the Outstanding Group Common Stock and 
                Outstanding Group Voting Securities immediately 
                prior to such reorganization, merger or 
                consolidation do not following such 

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                reorganization, merger or consolidation, 
                beneficially own, directly or indirectly, more 
                than 85% of, respectively, the then outstanding 
                shares of common stock and the combined voting 
                power of the then outstanding voting securities 
                entitled to vote generally in the election of 
                directors, as the case may be, of the corporation
                resulting from such reorganization, merger 
                or consolidation in substantially the same 
                proportions as their ownership, immediately 
                prior to such reorganization, merger or 
                consolidation of the Outstanding Group Common 
                Stock and Outstanding Group Voting Securities, as 
                the case may be; or

          (iv)  Approval by the shareholders of the Corporation
                of (x) a complete liquidation or dissolution of 
                the Corporation or (y) the sale or other 
                disposition of all or substantially all of the 
                assets of the Corporation, other than to a 
                corporation, with respect to which following such 
                sale or other disposition, more than 85% of, 
                respectively, the then outstanding shares of 
                common stock of such corporation and the combined 
                voting power of the then outstanding voting 
                securities of such corporation entitled to vote 
                generally in the election of directors is then 
                beneficially owned, directly or indirectly, by 
                all or substantially all of the individuals and 
                entities who were the beneficial owners, 
                respectively, of the Outstanding Group Common 
                Stock and Outstanding Group Voting Securities 
                immediately prior to such sale or other 
                disposition in substantially the same proportion 
                as their ownership, immediately prior to such 
                sale or other disposition, of the Outstanding 
                Group Common Stock and Outstanding Group Voting 
                Securities, as the case may be; or

          (v)   The acquisition by an individual, entity or group 
                of beneficial ownership of 20% or more of the 
                then outstanding securities of the Corporation, 
                including both voting and non-voting securities, 
                provided, however, that such acquisition shall 
                only constitute a change of control in the event
                that such individual, entity or group also
                obtains the power to elect by class vote,
                cumulative voting or otherwise to appoint 20% or
                more of the total number of directors to the
                Board.

     (e)  "Code" shall mean the Internal Revenue Code of 1986, as



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          amended.

     (f)  "Committee" shall mean the Human Resources Committee of
          the Board or such other committee as may be designated 
          by the Board.

     (g)  "Corporation" shall mean US Airways Group, Inc.

     (h)  "Exchange Act" shall mean the Securities Exchange Act
          of 1934, as amended, and the rules and regulations
          promulgated thereunder.

     (i)  "Fair Market Value" shall mean the average of the high
          and low sales prices of the Shares as reported on the
          New York Stock Exchange Composite Tape on the date as
          of which such value is being determined or, if there
          shall be no sale on that date, then on the last
          previous day on which a sale was reported, provided,
          however, that during the 60-day period from and after a
          Change of Control, "Fair Market Value" shall mean the
          higher of (X) the highest reported sales price, regular
          way, of Shares on the New York Stock Exchange Composite 
          Tape during the 60-day period prior to the Change of 
          Control and (Y) if the Change of Control is the result
          of a transaction or series of transactions described in 
          paragraphs (i), (iii) or (iv) of the definition of
          "Change of Control" herein, the highest price for
          Shares paid in such transaction or series of 
          transactions which in the case of such paragraph (i) 
          shall be the highest price for Shares as reflected in a
          Schedule 13D filed under the Exchange Act by the person 
          having made the acquisition.

     (j)  "Options" shall mean the stock options issued pursuant 
          to Section 5 hereof.

     (k)  "Plan" shall mean the 1996 Stock Incentive Plan of US 
          Airways Group, Inc., as such Plan may be amended from 
          time to time.

     (l)  "Restricted Period" means the period selected by the 
          Committee pursuant to Section 6 hereof.

     (m)  "Restricted Stock" means Shares which have been awarded
          to a grantee subject to the restrictions referred to in 
          Section 6 hereof so long as such restrictions are in 
          effect.

     (n)  "Share" shall mean a share of common stock of the
          Corporation.





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     (o)  "Subsidiary" shall mean any corporation more than 50% 
          of whose stock having general voting power is owned by 
          the Corporation or by a Subsidiary of the Corporation.


     3.  ADMINISTRATION.  The Plan shall be administered by the 
Committee which, unless otherwise determined by the Board, shall 
consist of not less than two directors of the Corporation, each 
of whom shall qualify as a "disinterested director" (within the 
meaning of Rule 16b-3 promulgated under Section 16(b) of the 
Exchange Act) and as an "outside director" (within the meaning of 
Section 162(m)(4)(c) of the Code).  No more than 3,100,000 
Shares, which may be either treasury Shares or authorized but 
unissued Shares, of the Corporation's common stock in the 
aggregate, except to the extent of adjustments authorized by 
Section 11 hereof, may be issued pursuant to Options and 
Restricted Stock awards granted under this Plan.  Any Shares 
subject to Options or Restricted Stock awards may thereafter be 
subject to new grants under this Plan if there is a lapse, 
expiration or termination of any such Options or Restricted Stock 
awards prior to issuance of the Shares or if Shares are issued 
hereunder and thereafter reacquired by the Corporation pursuant 
to rights reserved by the Corporation in connection with the 
issuance thereof.

     The Committee may authorize and establish such rules, 
regulations and revisions thereof not inconsistent with the 
provisions of the Plan, as it may determine advisable to make the 
Plan, Options, and Restricted Stock effective or provide for 
their administration, and may take such other action with regard 
to the Plan, Options, and Restricted Stock as it shall deem 
desirable to effectuate their purpose.  The Committee may require 
that any Options granted be exercisable in installments.  A 
determination of the Committee as to any questions which may 
arise with respect to the interpretation of the provisions of the 
Plan, Options and Restricted Stock shall be final.

     This Plan shall constitute an amendment and restatement of 
the Corporation's 1988 Stock Incentive Plan with respect to the 
Shares reserved thereunder for which awards had not yet been 
granted thereunder as of the date of adoption of this Plan by the 
Board (or which again become available upon the lapse, expiration 
or termination of any award previously made thereunder).  Options 
and other awards with respect to such Shares may be granted 
hereunder by the Committee in accordance with the terms of this 
Plan. 

     4.  PARTICIPANTS.  Options and Restricted Stock may be 
granted under the Plan to any key employee of the Corporation or 
any Subsidiary or to any individual in contemplation of becoming




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a key employee of the Corporation or any Subsidiary.  The 
individuals to whom Options and Restricted Stock are to be 
offered under the Plan and the number of Shares to be optioned 
and Restricted Stock to be issued to each such individual shall 
be determined by the Committee in its sole discretion, subject, 
however, to the terms and conditions of the Plan.  

     5.  OPTIONS.  The number of Shares to be optioned to any 
eligible person shall be determined by the Committee in its sole 
discretion.  The Committee shall be entitled to issue Options at 
different times to the same person.  Options shall be subject to 
such terms and conditions and evidenced by agreements in such 
form as shall be determined from time to time by the Chief 
Executive Officer, provided that the terms and conditions of each 
such agreement are not inconsistent with this Plan.

     The purchase price per Share for the Shares to be purchased 
pursuant to the exercise of any Option shall be fixed by the 
Committee, but shall not be less than 100% of the Fair Market 
Value of the Shares on the date such Option is granted; provided, 
however, for purposes of any grant of Options by the Committee 
the meaning of Fair Market Value shall be as defined in Section 
2(i) hereof without regard to the proviso in such definition.  No 
Option granted under the Plan shall be exercisable after ten 
years and one month from the date it was granted or such earlier 
date as shall be established by the Committee in granting the 
Option.

     Except as otherwise provided herein, an Option shall be 
exercisable by the holder at such rate and times as may be fixed 
by the Committee, but not sooner than approval of the Plan by the 
stockholders of the Corporation; provided, however, upon a Change 
of Control, all Options shall become immediately exercisable.  
The Committee may provide that the Option shall not be 
exercisable, in whole or in part, except upon the fulfillment of 
specific defined conditions.  No Option may at any time be 
exercised in part with respect to fewer than 100 Shares unless 
fewer than 100 Shares remain in the Option grant being exercised.

     Options shall be exercised by written notice to the 
Secretary of the Corporation (or the Secretary's designated 
agent) in such form as is from time to time prescribed by the 
Committee and by the payment in full of the aggregate exercise 
price of the Options being exercised.  Payment of the purchase 
price upon exercise of any Option shall be made (A) in cash or 
(B) in whole or in part, (i) in Shares valued at Fair Market 
Value on the date of exercise or (ii) with respect to the 
exercise of Options which are not incentive stock options, as 
defined in Section 422 of the Code, by electing to have the





                               6

Corporation withhold a number of shares of common stock otherwise 
receivable upon exercise, the value of such withheld shares 
determined by the Fair Market Value on the date of exercise; 
provided, however, that during the 60-day period from and after a 
Change of Control all optionees with respect to any or all of 
their respective Options shall, unless the Committee shall 
determine otherwise at the time of grant, have the right, in lieu 
of the payment of the full option price of the Shares being 
purchased under the Options and by giving written notice to the 
Corporation in form satisfactory to the Committee, to elect 
(within such 60-day period) to surrender all or part of the 
Options to the Corporation and to receive in cash an amount equal 
to the amount by which the Fair Market Value of Shares on the 
date of exercise exceeds the option price per Share under the 
Options multiplied by the number of Shares granted under the 
Options as to which the right granted by this proviso shall have 
been exercised.  Such written notice shall specify the optionee's 
election to purchase Shares granted under the Options or to 
receive the cash payment referred to in the proviso to the 
immediately preceding sentence.

     6.  RESTRICTED STOCK.  Subject to the terms of the Plan, the 
Committee shall determine and designate the recipients of 
Restricted Stock awards, the dates on which such awards are to be 
granted, the number of Shares subject to such awards, and the 
restrictions applicable to such awards.  Restricted Stock awards 
shall be subject to such terms and conditions and evidenced by 
agreements in such form as shall be determined from time to time 
by the Chief Executive Officer, provided that the terms and 
conditions of each such agreement are not inconsistent with this 
Plan.

     7.  NONTRANSFERABILITY OF OPTIONS AND RESTRICTED STOCK.  
Options and Restricted Stock shall not be transferable by the 
holder thereof otherwise than by will or the laws of descent and 
distribution to the extent provided herein, and Options may be 
exercised during the holder's lifetime only by the holder 
thereof.

     8.  TAX WITHHOLDING.  If as a result of:  (a) the exercise 
of any Options or the disposition of any Shares acquired pursuant 
to such exercise, or (b) the lapse of any restrictions on the 
disposition of Restricted Stock, the Corporation or Subsidiary 
shall be required to withhold any amounts by reason of any 
Federal, state or local tax rules or regulations, the Corporation 
or Subsidiary shall be entitled to deduct and withhold such 
amounts from any cash payments to be made to the holder.  In any 
event, the holder shall make available to the Corporation or 
Subsidiary, promptly when required, sufficient funds to meet the





                               7

requirement for such withholding; and the Committee shall be 
entitled to take and authorize such steps as it may deem 
advisable in order to have such funds available to the 
Corporation or Subsidiary when required.  Notwithstanding the 
foregoing, the holder shall have the right to satisfy such 
withholding, in whole or in part, in Shares (including by having 
the Corporation withhold Shares otherwise issuable in respect of 
such Options or Restricted Stock) valued at Fair Market Value on 
the date of exercise or lapse of restrictions, as applicable.

     9.  TAX LIABILITY.  Subject to the Committee's discretion, 
agreements between the Corporation and grantees in connection 
with awards of Options or Restricted Stock may provide for the 
payment by the Corporation of a supplemental cash payment to 
grantees promptly after the exercise of an Option, or promptly 
after the date on which the shares of Restricted Stock awarded 
are included in the gross income of the grantee under the Code.  
Such supplemental cash payments, to the extent determined by the 
Committee, shall provide for the payment of such amounts as may 
be necessary to result in the grantee not having any incremental 
tax liability as a result of such exercise or inclusion in 
grantee's gross income.  The determination of the amount of any 
supplemental cash payments by the Committee shall be conclusive.

     10.  TERMINATION OF EMPLOYMENT.  Notwithstanding any 
provision of the Plan to the contrary, (i) upon the termination 
of employment of an Optionee with the Corporation and all 
Subsidiaries other than for Cause, the optionee (or the 
optionee's estate in the event of the optionee's death) shall 
have the privilege of exercising any unexercised Options which 
the optionee could have exercised at the time of such termination 
of employment at any time until the end of six months following 
such termination of employment and (ii) upon the termination of 
employment of an optionee with the Corporation and all 
Subsidiaries for Cause, all unexercised Options of such optionee 
shall terminate ten days after such termination of employment.

     The Committee may permit individual exceptions to the 
requirements of this section by extending the period in which 
Options may be exercised, provided, however, that no Options may 
be extended past the earlier to occur of (i) their expiration 
date or (ii) three years following termination of employment.

     11.  ADJUSTMENT OF OPTIONED SHARES.  If prior to the 
complete exercise of any Option there shall be declared and paid 
a stock dividend upon the Shares of the Corporation or if the 
Shares shall be split-up, converted, reclassified, or changed 
into, or exchanged for, a different number or kind of securities 
of the Corporation, the Option, to the extent that it has not





                               8

been exercised, shall entitle the holder upon the future exercise 
of such Option to such number and kind of securities or other 
property subject to the terms of the Option to which he would be 
entitled had he actually owned the Shares subject to the 
unexercised portion of the Option at the time of the occurrence 
of such stock dividend, split-up, conversion, reclassification, 
change or exchange; and the aggregate purchase price upon the 
future exercise of the Option shall be the same as if originally 
optioned Shares were being purchased thereunder.  If any such 
event should occur, the number of Shares with respect to which 
Options remain to be issued, or with respect to which Options may 
be reissued, shall be similarly adjusted.

     In the event the outstanding Shares shall be changed into or 
exchanged for any other class or series of capital stock or cash, 
securities or other property pursuant to a recapitalization, 
reclassification, merger, consolidation, combination or similar 
transaction, then each Option shall thereafter become exercisable 
for the number and/or kind of capital stock, and/or the amount of 
cash, securities or other property so distributed, into which the 
Shares subject to the Option would have been changed or exchanged 
had the Option been exercised in full prior to such transaction, 
provided that, if the kind or amount of capital stock or cash, 
securities or other property received in such transaction is not 
the same for each outstanding Share, then the kind or amount of 
capital stock or cash, securities or other property for which the 
Option shall thereafter become exercisable shall be the kind and 
amount so receivable per Share by a plurality of the Shares, and 
provided further that, if necessary, the provisions of the Option 
shall be appropriately adjusted so as to be applicable, as nearly 
as may reasonably be, to any shares of capital stock, cash, 
securities or other property thereafter issuable or deliverable 
upon exercise of the Option.

     12.  ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. 
The Corporation may postpone the issuance and delivery of Shares 
upon any exercise of an Option, or upon any lapsing of 
restriction on any shares of Restricted Stock until (a) the 
admission of such Shares to listing on any stock exchange on 
which Shares are then listed and (b) the completion of such 
registration or other qualification of such Shares under any 
state or Federal law, rule or regulation as the Corporation shall 
determine to be necessary or advisable.  Any person exercising an 
Option and any grantee of Restricted Stock shall make such 
representations and furnish such information as may, in the 
opinion of counsel for the Corporation, be appropriate to permit 
the Corporation, in light of the then existence or nonexistence 
with respect to such Shares of an effective registration 
statement under the Securities Act of 1933, as from time to time





                               9

amended, to issue the Shares in compliance with the provisions of 
that or any comparable act.

     13.  AMENDMENT OF THE PLAN.  The Committee may at any time 
discontinue the Plan or the grant of any additional Options or 
Restricted Stock under the Plan.  Except as hereinafter provided, 
the Committee may from time to time amend the Plan and the terms 
and conditions of any Options or Restricted Stock not theretofore 
issued, and the Committee, with the consent of the affected 
holder of an Option or Restricted Stock, may at any time withdraw 
or from time to time amend the Plan and the terms and conditions 
of such Option or Restricted Stock as have been theretofore 
granted.

     14.  EFFECTIVENESS AND TERM OF THE PLAN.  The Plan shall 
become effective and in full force and effect upon its approval 
by the holders of a majority of the Shares present or represented 
and entitled to vote at the 1996 annual meeting of the 
stockholders of the Corporation and, unless sooner terminated by 
the Committee pursuant to Section 13 hereof, the Plan shall 
terminate on the date ten years after such approval.  No Option 
or Restricted Stock may be granted or awarded after termination 
of the Plan.  Termination of the Plan shall not affect the 
validity of any Option or Restricted Stock outstanding on the 
date of such termination.





























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(..continued)