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                                                   Exhibit 3.1

               CERTIFICATE OF OWNERSHIP AND MERGER
                            MERGING
                         NAMECO, INC.
                             INTO
                       USAIR GROUP, INC.

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             Pursuant to Sections 103 and 253 of the
         General Corporation Law of the State of Delaware


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     USAir Group, Inc., a Delaware corporation (the 
"Corporation"), does hereby certify:

     FIRST:  The Corporation is incorporated pursuant to the 
General Corporation Law of the State of Delaware.

     SECOND:  The Corporation owns 100% of the outstanding shares 
of each class of the capital stock of Nameco, Inc., a Delaware 
corporation (the "Subsidiary").

     THIRD:  The Board of Directors of the Corporation, by 
resolutions duly adopted a meeting held on November 13, 1996 
(true and correct copies of which are attached hereto as Exhibit 
A), has authorized the merger of the Subsidiary with and into the 
Corporation (the "Merger").  Such resolutions have not been 
modified or rescinded and are in full force and effect on the 
date hereof.

     FOURTH:  The Corporation shall be the surviving corporation 
of the Merger (the "Surviving Corporation").

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     FIFTH:  At the effective time of the Merger the name of the 
Surviving Corporation shall be changed to US Airways Group, Inc.

     SIXTH:  The Merger shall become effective at 5:00 p.m. 
(Delaware time) on February  21 , 1997.

     IN WITNESS WHEREOF, USAir Group, Inc. has caused this 
Certificate of Ownership and Merger to be executed in its 
corporate name this 17th day of February, 1997.

                                       USAIR GROUP, INC.

                                       By: /s/ Michelle V. Bryan
                                           ---------------------
                                       Name:   Michelle V. Bryan
                                       Title:  Secretary



































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                                                      EXHIBIT A

     RESOLVED, that the proper officers of the Corporation be, 
and each of them hereby is, authorized and directed to cause the 
formation of Nameco, Inc. (the "Subsidiary"), as a wholly owned 
subsidiary of the Corporation under and pursuant to the laws of 
the State of Delaware; that the Subsidiary shall be merged with 
and into the Corporation (the "Merger") and the Corporation shall 
be the surviving corporation (the "Surviving Corporation") of the 
Merger; that in connection with the Merger the Surviving 
Corporation shall change its name to US Airways Group, Inc.; 
that, from and after the effective time of the Merger, the 
certificate of incorporation of the Corporation shall be the 
certificate of incorporation of the Surviving Corporation, the 
bylaws of the Corporation shall be the bylaws of the Surviving 
Corporation, the officers and directors of the Corporation shall 
be the officers and directors of the Surviving Corporation, the 
outstanding common stock and other securities of the Corporation 
shall remain outstanding as the common stock and other securities 
of the Surviving Corporation and the outstanding common stock of 
the Subsidiary shall be canceled; that the proper officers of the 
Corporation be, and each of them hereby is, authorized and 
directed, in the name and on behalf of the Corporation, to 
prepare and execute a Certificate of Ownership and Merger and to 
cause such Certificate of Ownership and Merger to be filed with 
the Secretary of State of the State of Delaware pursuant to 
Sections 103 and 253 of the General Corporation Law of the State 
of Delaware; and that the Merger shall be effective at the time 
stated in such Certificate of Ownership and Merger; and

     FURTHER RESOLVED, that, upon the effectiveness of the 
Merger, a Restated Certificate of Incorporation be prepared which 
only restates and integrates and does not further amend the 
provisions of the Corporation's certificate of incorporation as 
theretofore amended or supplemented; such Restated Certificate of 
Incorporation be, and it hereby is, approved and adopted in all 
respects as and for the Restated Certificate of Incorporation of 
the Corporation; and that the proper officers of the Corporation 
be, and each of them hereby is, authorized, empowered and 
directed, in the name and on behalf of the Corporation, to cause 
such Restated Certificate of Incorporation, as restated, to be 
filed with the Secretary of State of the State of Delaware 
pursuant to Section 245 of the General Corporation Law of the 
State of Delaware; and 

     FURTHER RESOLVED, that, upon the effectiveness of the 
Merger, the proper officers of the Corporation be, and each of 
them individually hereby is, authorized, empowered and directed 
to prepare or cause to be prepared forms of (i) a certificate to 
evidence shares of common stock of the Corporation, par value 
$1.00 per share ("Common Stock"), (ii) a certificate to evidence 
the 9 1/4% Series A Cumulative Convertible Redeemable Preferred 
Stock, without par value ("Series A Preferred Stock"), (iii) a 
certificate to evidence the Series B Cumulative Convertible 
Preferred Stock, without par value ("Series B Preferred Stock"), 
and (iv) a certificate to evidence the Junior Participating 
Preferred Stock Series D, without par value ("Series D Preferred 
Stock"), (v) a certificate to evidence the Series F Cumulative 
Convertible Senior Preferred Stock, without par value ("Series F 
Preferred Stock"), (vi) a certificate to evidence the Series T-1 
Cumulative Convertible Exchangeable Senior Preferred Stock, 
without par value ("Series T-1 Preferred Stock"), (vii) a 
certificate to evidence the Series T-2 Cumulative Convertible 
Exchangeable Senior Preferred Stock, without par value ("Senior 
T-2 Preferred Stock"), in each case reflecting the change in 
corporate name resulting from the Merger; that such forms of 
Common Stock

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 certificate, Series A Preferred Stock certificate, Series B 
Preferred Stock certificate, Series D Preferred Stock 
certificate, Series F Preferred Stock certificate, Series T-1 
Preferred Stock certificate, and Series T-2 Preferred Stock 
certificate shall be adopted, to the same extent as if presented 
to and adopted by the Board of Directors at this meeting, 
provided that a copy thereof be affixed to these minutes by the 
Secretary or Assistant Secretary; that the proper officers of the 
Corporation be, and each of them individually hereby is, 
authorized, empowered and directed to execute such Common Stock 
certificates, Series A Preferred Stock certificates, Series B 
Preferred Stock certificates, Series D Preferred Stock 
certificates, Series F Preferred Stock certificates, Series T-1 
Preferred Stock certificates, and Series T-2 Preferred Stock 
certificates; that any or all of such signatures on such Common 
Stock certificates, Series A Preferred Stock certificates, Series 
B Preferred Stock certificates, Series D Preferred Stock 
certificates, Series F Preferred Stock certificates, Series T-1 
Preferred Stock certificates, and Series T-2 Preferred Stock 
certificates may be facsimile signatures; and that in case any 
officer, transfer agent or registrar who has signed or whose 
facsimile signature has been placed upon such Common Stock 
certificates, Series A Preferred Stock certificates, Series B 
Preferred Stock certificates, Series D Preferred Stock 
certificates, Series F Preferred Stock certificates, Series T-1 
Preferred Stock certificates, and Series T-2 Preferred Stock 
certificates shall have ceased to be such officer, transfer agent 
or registrar before the issuance thereof, it may be issued by the 
Corporation with the same effect as if such person were such 
officer, transfer agent or registrar at the date of issue; and 

     FURTHER RESOLVED, that, upon the effectiveness of the 
Merger, the proper officers of the Corporation be, and each of 
them individually hereby is, authorized, empowered and directed 
to prepare or cause to be prepared a corporate seal, reflecting 
the change in corporate name resulting from the Merger; that such 
corporate seal shall be adopted, to the same extent as if 
presented to and adopted by the Board of Directors at this 
meeting, provided that an impression of such corporate seal be 
affixed to these minutes by the Secretary or Assistant Secretary; 
and 

     FURTHER RESOLVED, that the proper officers of the 
Corporation be, and each of them hereby is, authorized and 
directed to prepare, execute, deliver and file or cause to be 
prepared, executed, delivered and filed any and all documents and 
to take any and all actions with federal, state, local and 
foreign authorities and with the New York Stock Exchange, Inc., 
as they or any of them may deem necessary or appropriate to 
effect the corporate name change and Merger contemplated by the 
foregoing resolutions and to carry out fully the purpose and 
intent of such resolutions; and 

     FURTHER RESOLVED, that the proper officers of the 
Corporation be, and each of them hereby is, authorized, empowered 
and directed, in the name and on behalf of the Corporation, to 
take all actions necessary to adopt and approve the proposed name 
change of USAir, Inc., a wholly owned subsidiary of the 
Corporation, to US Airways, Inc. as set forth in a Certificate of 
Amendment to the Restated Certificate of Incorporation of USAir, 
Inc.; and 

     FURTHER RESOLVED, that all actions heretofore taken by any 
officer or director of the Corporation in connection with the 
matters contemplated by the foregoing resolutions be, and they 
hereby are, approved, adopted, ratified, confirmed and accepted 
in all respects.