Exhibit 10.19



           AMENDED AND RESTATED EMPLOYMENT AGREEMENT



     Agreement dated as of November 18, 1998, between US Airways 
Group, Inc., a Delaware corporation, having a place of business 
at Crystal Park Four, 2345 Arlington, VA  22227 ("Group"), US 
Airways, Inc., a Delaware corporation, having a place of business 
at Crystal Park Four, 2345 Crystal Drive, Arlington, VA 22227 
(the "Company") and Rakesh Gangwal, residing at 1155 Crest Lane, 
McLean, Virginia 22101 (the "Executive").

                          WITNESSETH
                          ----------

     WHEREAS, the Company and the Executive have entered into 
that certain employment agreement dated February 19, 1996 (the 
"Original Agreement"), and the parties hereto desire to amend, 
restate and replace the Original Agreement with this Agreement;
     WHEREAS, the Executive has assumed the duties of the 
President and Chief Executive Officer of Group and of the 
President and Chief Executive Officer of the Company to the 
benefit of Group and  the Company, and to the satisfaction of 
their respective Boards of Directors (each "Board");
     WHEREAS, the respective Boards believe it to be in the best 
interests of Group and the Company to enter into this Agreement 
to assure Executive's continuing services to Group and the 
Company including, but not limited to, under circumstances in 
which there is a possible, threatened or actual Change of Control 
(as defined below) of the Company; 
     WHEREAS, the respective Boards believe it is imperative to 
diminish the inevitable distraction of the Executive by virtue of 
the personal uncertainties and risks created by a pending

                             1

or threatened Change of Control and to encourage the Executive's 
full attention and dedication to Group and the Company currently 
and in the event of any threatened or pending Change of Control, 
and to provide the Executive with compensation and benefits 
arrangements upon a Change of Control which ensure that the 
compensation and benefits expectations of the Executive will be 
satisfied and which are competitive with those of other 
corporations; and
     WHEREAS, in order to accomplish all the above objectives, 
the respective Boards have authorized the Company and Group to 
enter into this Agreement.
     NOW, THEREFORE, in consideration of the mutual promises 
herein contained, the Company and the Executive hereby agree as 
follows:
     1.  Certain Definitions.

     (a) The "Effective Date" shall mean the date hereof.

     (b) The "Change of Control Date" shall mean the first date 
during the Employment Period (as defined in Section 1(c)) on 
which a Change of Control (as defined in Section 2) occurs.  
Anything in this Agreement to the contrary notwithstanding, if a 
Change of Control occurs and if the Executive's employment with 
Group or the Company is terminated or the Executive ceases to be 
President and Chief Executive Officer of Group or the Company 
prior to the date on which the Change of Control occurs, and if 
it is reasonably demonstrated by the Executive that such 
termination of employment or cessation of status as an officer 
(i) was at the request of a third party who has taken steps 
reasonably calculated to effect the Change of Control or (ii) 
otherwise arose in connection with or anticipation of the Change 
of Control, then for all purposes of this Agreement the "Change 
of Control Date" shall mean the date immediately prior to the 
date of such termination of employment or cessation of status as 
President and Chief Executive Officer.

                             2

     (c) The "Employment Period" shall mean the period commencing 
on the Effective Date and ending on the earlier to occur of (i) 
the third anniversary of such date or (ii) the first day of the 
month next following the Executive's 65th birthday ("Normal 
Retirement Date"); provided, however, that commencing on the date 
one year after the Effective Date, and on each annual anniversary 
of such date (such date and each annual anniversary thereof shall 
be hereinafter referred to as the "Renewal Date"), the Employment 
Period shall be automatically extended so as to terminate on the 
earlier of (x) three years from such Renewal Date or (y) the 
Executive's Normal Retirement Date, unless at least 30 days prior 
to the Renewal Date the Company shall give notice to the 
Executive that the Employment Period shall not be so extended; 
and provided, further, that upon the occurrence of a Change of 
Control Date, the Employment Period shall automatically be 
extended so as to terminate on the earlier to occur of (1) the 
third anniversary of such date or (2) the Executive's Normal 
Retirement Date.

     2.  Change of Control.  For the purpose of this Agreement, a 
"Change of Control" or "Change in Control" shall
mean:

     (a) The acquisition by an individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act")) 
of beneficial ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or more of either (i) 
the then outstanding shares of common stock of Group (the 
"Outstanding Group Common Stock") or (ii) the combined voting 
power of the then outstanding voting securities of Group 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 Group, (x) any acquisition by Group or

                             3

any of its subsidiaries, (y) any acquisition by any employee 
benefit plan (or related trust) sponsored or maintained by Group 
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 
beneficial owners, respectively of the Outstanding Group Common 
Stock and Outstanding Group Voting Securities 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

     (b) Individuals who, as of the date hereof, constitute 
Group's Board of Directors (the "Incumbent Board") cease for any 
reason to constitute at least a majority of the Group Board of 
Directors; provided, however, that any individual becoming a 
director subsequent to the date hereof whose election, or 
nomination for election by Group'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

     (c) Approval by the shareholders of Group 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

                             4

and Outstanding Group Voting Securities immediately prior to such 
reorganization, merger or consolidation, beneficially own, 
directly or indirectly, less 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 the 
Outstanding Group Voting Securities, as the case may be; or

     (d) Approval by the shareholders of Group of (i) a complete 
liquidation or dissolution of Group or (ii) the sale or other 
disposition of all or substantially all of the assets of Group, 
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

     (e) The acquisition by an individual, entity or group of 
beneficial ownership of 20% or more of the then outstanding 
securities of Group, 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,

                             5

cumulative voting or otherwise to appoint, 20% or more of the 
total number of directors to the Board of Directors of Group.

     3. Employment Period.  Group and the Company hereby agree to 
continue the Executive in its employ, and the Executive hereby 
agrees to remain in their employ during the Employment Period 
under the terms and conditions provided herein.

     4. Terms of Employment.

     (a) Position and Duties.

     (i) During the Employment Period and prior to a Change of 
Control Date, (A) if the respective Boards of Group or the 
Company determine that the Executive has been performing his 
duties in accordance with Section 4(a)(iii) hereof, each shall 
re-elect the Executive to the position of President and Chief 
Executive Officer with substantially similar duties to those 
performed by the Executive on the Effective Date, (B) the 
Executive's services shall be performed at the Executive's 
location on the Effective Date, the Company's headquarters, or a 
location where a substantial activity for which the Executive has 
responsibility is located; provided, however, that in the event 
of the departure of the Chairman of Group or the Company 
incumbent in that position on the Effective Date the Executive's 
services shall be performed at the Executive's location on the 
Effective Date, unless the Executive agrees in writing to a 
different location.

     (ii) During the Employment Period and on and following a 
Change of Control Date, (A) the Executive's position (including 
status, offices, titles and reporting relationships), authority, 
duties and responsibilities shall be at least commensurate in all 
material respects with the most significant of those held, 
exercised and assigned at any time during the 90-day period 
immediately preceding the Change of Control Date and (B) the 
Executive's services shall be

                             6

performed at the location where the Executive was employed 
immediately preceding the Change of Control Date or any office or 
location less than thirty-five (35) miles from such location.

     (iii) During the Employment Period, and excluding any 
periods of vacation and sick leave to which the Executive is 
entitled, the Executive agrees to devote reasonable attention and 
time during normal business hours to the business and affairs of 
Group and the Company and, to the extent necessary to discharge 
the responsibilities assigned to the Executive hereunder, to use 
the Executive's reasonable best efforts to perform faithfully and 
efficiently such responsibilities.  During the Employment Period 
it shall not be a violation of this Agreement for the Executive 
to (A) serve on corporate, civic or charitable boards or 
committees, (B) deliver lectures, fulfill speaking engagements or 
teach at educational institutions and (C) manage personal 
investments, so long as such activities do not significantly 
interfere with the performance of the Executive's 
responsibilities as an employee of Group or the Company in 
accordance with this Agreement.  It is also expressly understood 
and agreed that to the extent that such activities have been 
conducted by the Executive prior to the Effective Date, the 
continued conduct of such activities (or the conduct of 
activities similar in nature and scope thereto) subsequent to the 
Effective Date shall not thereafter be deemed to interfere with 
the performance of the Executive's responsibilities to Group or 
the Company.

     (b) Compensation.

     (i) Base Salary.  During the Employment Period, the Company 
shall pay the Executive a base salary (x) for the first 12 months 
of the term hereof at a rate not less than $675,000, and (y) 
during each succeeding 12 months of the term hereof at a rate not 
less than his base salary in effect on the last day of the 
preceding 12-month period.  During the Employment Period, base 
salary shall be reviewed at least annually and shall be increased 
at any time and from time to

                             7

time as shall be substantially consistent with increases in base 
salary awarded in the ordinary course of business to other key 
employees of the Company and its subsidiaries.  Any increase in 
base salary shall not serve to limit or reduce any other 
obligation to the Executive under this Agreement.  Base salary 
shall not be reduced after any such increase.  Base salary under 
Section 4(b)(i) shall hereinafter be referred to as the "Base 
Salary".

     (ii) Annual Bonus.  In addition to Base Salary, the 
Executive shall be awarded, for each fiscal year during the 
Employment Period, an annual bonus as shall be determined by the 
Board of Group or its Human Resources Committee in accordance 
with the Incentive Compensation Plan as approved by the Board of 
Group or other annual bonus plan hereafter approved by the Board 
of Group ("Incentive Plan").  The Executive's target percentage 
under the Incentive Plan each year shall be no less than 100% of 
his Base Salary ("Target Bonus") (as in effect on the first day 
of the year) and his maximum bonus opportunity each year shall be 
no less than 200% of such Base Salary ("Maximum Bonus").  The 
annual bonus under Section 4(b)(ii) shall hereinafter be referred 
to as the "Annual Bonus".

     (iii) Incentive, Savings and Retirement Plans.  In addition 
to Base Salary and Annual Bonus payable as hereinabove provided, 
the Executive shall be entitled to participate during the 
Employment Period in all incentive, savings and retirement plans, 
practices, policies and programs applicable on or after the 
Effective Date to other key employees of the Company and its 
subsidiaries (including but not limited to the employee benefit 
plans listed on Exhibit A hereto), in each case providing 
benefits which are the economic equivalent to those in effect on 
the Effective Date or as subsequently amended.

     (iv) Welfare Benefit Plans.  During the Employment Period, 
the Executive and/or the Executive's family, as the case may be, 
shall be eligible for participation in and shall receive all

                             8

benefits under welfare benefit plans, practices, policies and 
programs provided by the Company and its subsidiaries (including, 
without limitation, medical, prescription, dental, disability, 
salary continuance, employee life, group life, accidental death 
and travel accident insurance plans and programs) applicable on 
or after the Effective Date to other key employees of the Company 
and its subsidiaries, in each case providing benefits which are 
the economic equivalent to those in effect on the Effective Date 
or as subsequently amended.

     (v) Expenses.  During the Employment Period, the Executive 
shall be entitled to receive prompt reimbursement for all 
reasonable expenses incurred by the Executive in accordance with 
the most favorable policies, practices and procedures of the 
Company and its subsidiaries applicable at any time on or after 
the Effective Date to other key employees of the Company and its 
subsidiaries.

     (vi) Fringe Benefits.  During the Employment Period, the 
Executive shall be entitled to fringe benefits, including but not 
limited to pass privileges for non-revenue transportation, in 
accordance with the most favorable plans, practices, programs and 
policies of the Company and its subsidiaries applicable at any 
time on or after the Effective Date to other key employees of the 
Company and its subsidiaries.

     (vii) Office and Support Staff.  During the Employment 
Period, the Executive shall be entitled to an appropriate office 
or offices of a size and with furnishings and other appointments, 
and to secretarial and other assistance, as provided to other key 
employees of the Company and its subsidiaries.

     (viii) Vacation.  During the Employment Period, the 
Executive shall be entitled to paid vacation in accordance with 
the most favorable plans, policies, programs and

                             9

practices of the Company and its subsidiaries as in effect on or 
after the Effective Date with respect to other key employees of 
the Company and its subsidiaries.

     5.  Termination.

     (a) Mutual Agreement.  During, the Employment Period, the 
Executive's employment hereunder may be terminated at any time by 
mutual agreement on terms to be negotiated at the time of such 
termination.

     (b) Death or Disability.  The Executive's employment 
hereunder will terminate upon his death.  If the Company 
determines in good faith that the Disability of the Executive has 
occurred (pursuant to the definition of "Disability" set forth 
below), it may give to the Executive written notice of its 
intention to terminate the Executive's employment hereunder.  In 
such event, the Executive's employment with Group and the Company 
shall terminate effective on the 90th day after receipt by the 
Executive of such notice given at any time after a period of six 
consecutive months of Disability and while such Disability is 
continuing (the "Disability Effective Date"), provided that, 
within the 90 days after such receipt, the Executive shall not 
have returned to full-time performance of the Executive's duties.  
For purposes of this Agreement, "Disability" means disability 
which, at least six months after its commencement, is determined 
to be total and permanent by a physician selected by the Company 
or its insurers and acceptable to the Executive or the 
Executive's legal representative (such agreement as to 
acceptability not to be withheld unreasonably).  During such six 
month period and until the Disability Effective Date, Executive 
shall be entitled to all compensation provided for under Section 
4 hereof.

     (c) Cause.  During the Employment Period, the Company may 
terminate the Executive's employment with Group and the Company 
for "Cause." For purposes of this

                             10

Agreement, "Cause" means (i) an act or acts of personal 
dishonesty taken by the Executive and intended to result in 
substantial personal enrichment of the Executive at the expense 
of Group or the Company, (ii) repeated violations by the 
Executive of the Executive's obligations under Section 4(a) of 
this Agreement which are demonstrably willful and deliberate on 
the Executive's part and which are not remedied in a reasonable 
period of time after receipt of written notice from the Company 
or (iii) the conviction of the Executive of a felony.

     (d) Good Reason.  During the Employment Period, the 
Executive's employment hereunder may be terminated by the 
Executive for Good Reason.  For purposes of this Agreement, "Good 
Reason" means:

     (i) the assignment to the Executive of any duties 
inconsistent in any respect with Executive's position (including 
status, offices, titles and reporting relationships), authority, 
duties or responsibilities as contemplated by Section 4(a)(i) or 
(ii) of this Agreement, or any other action by the Company which 
results in a diminution in such position, authority, duties or 
responsibilities, excluding for this purpose an isolated, 
insubstantial and inadvertent action not taken in bad faith and 
which is remedied by the Company promptly after receipt of notice 
thereof given by the Executive;

     (ii) the failure by Group or the Company to elect the 
Executive to the position of President and Chief Executive 
Officer of Group or any other action by Group which results in 
the diminution of the Executive's position, authority, duties, or 
responsibilities, excluding an isolated, insubstantial and 
inadvertent action not taken in bad faith and which is remedied 
by Group promptly after receipt of notice thereof is given by the 
Executive;

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     (iii) (x)  any failure by the Company to comply with any of 
the provisions of Section 4(b) of this Agreement, other than an 
isolated, insubstantial and inadvertent failure not occurring in 
bad faith and which is remedied by Group or the Company promptly 
after receipt of notice thereof given by the Executive or (y) 
after the Change of Control Date, any failure of the Company to 
pay Base Salary or Annual Bonus in accordance with Sections 
4(b)(i) and (ii), respectively, or any failure by the Company to 
maintain or provide the plans, programs, policies and practices, 
or benefits described in Sections 4(b)(iii) - (viii) on the most 
favorable basis such plans programs, policies and practices were 
maintained and benefits provided during the 90-day period 
immediately preceding the Change of Control Date, or if more 
favorable to the Executive and/or the Executive's family, as in 
effect at any time thereafter with respect to other key employees 
of the Company and its subsidiaries;

     (iv) Group's or the Company's requiring the Executive to be 
based at any office or location other than that described in 
Sections 4(a)(i)(B) or 4(a)(ii)(B) hereof, except for travel 
reasonably required in the performance of the Executive's 
responsibilities;

     (v) any purported termination by Group or the Company of the 
Executive's employment otherwise than as expressly permitted by 
this Agreement; or

     (vi) any failure by Group or the Company to comply with and 
satisfy Section 11 (c) of this Agreement.

For purposes of this Section 5(d), any good faith determination 
of "Good Reason" made by the Executive on or after the Change of 
Control Date shall be conclusive.  Anything in this Agreement to 
the contrary notwithstanding, a termination by the Executive for 
any reason during

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the 30-day period immediately following the first anniversary of 
the Change of Control Date shall be deemed to be a termination 
for Good Reason for all purposes of this Agreement.

     (e) Notice of Termination.  Any termination of the 
Executive's employment hereunder by the Company for Cause or by 
the Executive for Good Reason shall be communicated by Notice of 
Termination to such other party hereto given in accordance with 
Section 12(b) of this Agreement.  For purposes of this Agreement, 
a "Notice of Termination" means a written notice which (i) 
indicates the specific termination provision in this Agreement 
relied upon, (ii) sets forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated and (iii) 
if the Date of Termination (as defined below) is other that the 
date of receipt of such notice, specifies the termination date 
(which date shall be not more than fifteen (15) days after the 
giving of such notice).  The failure by the Executive to set 
forth in the Notice of Termination any fact or circumstance which 
contributes to a showing of Good Reason shall not waive any right 
of the Executive hereunder or preclude the Executive from 
asserting such fact or circumstance in enforcing his rights 
hereunder.

     (f) Date of Termination.  "Date of Termination" means the 
date of receipt of the Notice of Termination or any later date 
specified therein, as the case may be; provided, however, that 
(i) if the Executive's employment hereunder is terminated by the 
Company other than for Cause or Disability, the Date of 
Termination shall be the date on which the Company notifies the 
Executive of such termination and (ii) if the Executive's 
employment hereunder is terminated by reason of death or 
Disability, the Date of Termination shall be the date of death of 
the Executive or the Disability Effective Date, as the case may 
be.

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     6. Obligations of the Company upon Termination.

     (a) Death.  If the Executive's employment hereunder is 
terminated by reason of the Executive's death, this Agreement 
shall terminate without further obligations to the Executive's 
legal representatives under this Agreement, other than those 
obligations accrued or earned and vested (if applicable) by the 
Executive as of the Date of Termination, including, for this 
purpose (i) the Executive's full Base Salary through the Date of 
Termination at the rate in effect on the Date of Termination, 
disregarding any reduction in Base Salary in violation of this 
Agreement (the "Highest Base Salary"), (ii) the product of the 
Annual Bonus paid to the Executive for the last full fiscal year 
and a fraction, the numerator of which is the number of days in 
the current fiscal year through the Date of Termination, and the 
denominator of which is 365 and (iii) any compensation previously 
deferred by the Executive (together with any accrued interest 
thereon) and not yet paid by the Company and any accrued vacation 
pay not yet paid by the Company (such amounts specified in 
clauses (i), (ii) and (iii) are hereinafter referred to as 
"Accrued Obligations") and any obligations as provided in the 
letter agreement entered into as of February 19, 1996, as amended 
by the letter agreement dated November 18, 1998, between the 
Executive and the Company with respect to supplemental retirement 
benefits (the "Retirement Letter Agreement") and the letter 
agreement dated February 19, 1996 between the Executive and the 
Company with respect to certain employment matters (the 
"Employment Letter Agreement") (collectively the Retirement 
Letter Agreement and the Employment Letter Agreement are 
hereinafter called the "Letter Agreements").  All such Accrued 
Obligations shall be paid to the Executive's estate or 
beneficiary, as applicable, in a lump sum in cash within 5 days 
of the Date of Termination, or in such other form as may be 
provided for pursuant to such agreements.  Anything in this 
Agreement to the contrary notwithstanding, the Executive's family 
shall be

                             14

entitled to receive benefits at least equal to the most favorable 
benefits provided by the Company and any of its subsidiaries to 
surviving families of employees of the Company and such 
subsidiaries under such plans, programs, practices and policies 
relating to family death benefits, if any, in accordance with the 
most favorable plans, programs, practices and policies of the 
Company and its subsidiaries in effect on or after the Effective 
Date or, if more favorable to the Executive and/or the 
Executive's family, as in effect on the date of the Executive's 
death with respect to other key employees of the Company and its 
subsidiaries and their families.

     (b) Disability.  If the Executive's employment hereunder is 
terminated by reason of the Executive's Disability, this 
Agreement shall terminate without further obligations to the 
Executive, other than those obligations accrued or earned and 
vested (if applicable) by the Executive as of the Date of 
Termination, including for this purpose, all Accrued Obligations 
and any obligations as provided in the Letter Agreements.  All 
such Accrued Obligations shall be paid to the Executive in a lump 
sum in cash within 5 days of the Date of Termination, or in such 
other form as may be provided for pursuant to such agreements.  
Anything in this Agreement to the contrary notwithstanding, the 
Executive shall be entitled after the Disability Effective Date 
to receive disability and other benefits at least equal to the 
most favorable of those provided by the Company and its 
subsidiaries to disabled employees and/or their families in 
accordance with such plans, programs, practices and policies 
relating to disability, if any, in accordance with the most 
favorable plans, programs, practices and policies of the Company 
and its subsidiaries in effect on or after the Effective Date or, 
if more favorable to the Executive and /or the Executive's 
family, as in effect at any time thereafter with respect to other 
key employees of the Company and its subsidiaries and their 
families.

                             15

     (c) Cause; Other than for Good Reason.  If the Executive's 
employment shall be terminated for Cause, this Agreement shall 
terminate without further obligations to the Executive other than 
the obligation to pay to the Executive the Highest Base Salary 
through the Date of Termination plus the amount of any accrued 
vacation pay not yet paid by the Company and any compensation 
previously deferred by the Executive (together with accrued 
interest thereon), plus any obligations as provided in the Letter 
Agreements.  If the Executive terminates employment other than 
for Good Reason, this Agreement shall terminate without further 
obligations to the Executive, other than those obligations 
accrued or earned and vested (if applicable) by the Executive 
through the Date of Termination, including for this purpose, all 
Accrued Obligations and any obligations provided for in an 
agreement, if any, between the Company and the Executive pursuant 
to Section 5(a) or as provided in the Letter Agreements.  All 
such Accrued Obligations shall be paid to the Executive in a lump 
sum in cash within 5 days of the Date of Termination, or in such 
other form as may be provided for pursuant to such agreements.

     (d) Good Reason; Other Than for Cause or Disability.

     (1) If, during the Employment Period and prior to a Change 
of Control, the Company shall terminate the Executive's 
employment hereunder other than for Cause, Disability or death or 
if the Executive shall terminate his employment hereunder for 
Good Reason:

     (i) Group or the Company shall pay to the Executive in a 
lump sum in cash within 5 days after the Date of Termination the 
aggregate of the following amounts:
          A. to the extent not theretofore paid, the Executive's 
Highest Base Salary through the Date of Termination; and

          B. the product of three and the Executive's Highest 
Base Salary; and

          C. in the case of compensation previously deferred by 
the Executive, all amounts previously deferred (together with any 
accrued interest thereon) and not yet paid by the Company, and 
any accrued vacation pay not yet paid by the Company; and

                             16

          D. the Executive shall be entitled to receive a 
retirement benefit in accordance with the terms of the Retirement 
Letter Agreement; and

     (ii) The Company shall:

          A. for a period of three years after the Date of 
Termination, or such longer period as any plan, program, practice 
or policy may provide, the Company shall continue benefits to the 
Executive and/or the Executive's family at least equal to those 
which would have been provided to them in accordance with the 
plans, programs, practices and policies described in Section 
4(b)(iv) and (vi) of this Agreement if the Executive's employment 
had not been terminated, including health insurance and life 
insurance, in accordance with the most favorable plans, 
practices, programs or policies of the Company and its 
subsidiaries in effect on or after the Effective Date, or if more 
favorable to the Executive, as in effect at any time thereafter 
with respect to other key employees of the Company and its 
subsidiaries and their families; and

          B. at the expiration of the three-year period, continue 
to provide the Executive with health insurance and on-line travel 
privileges in accordance with the terms of the Employment Letter 
Agreement.

     (2) If, during the Employment Period and on and after a 
Change of Control Date, the Company shall terminate the 
Executive's employment hereunder other than for Cause, 
Disability, or death or if the Executive shall terminate his 
employment hereunder for Good Reason:

     (i) Group or the Company shall pay to the Executive in a 
lump sum in cash within 5 days after the Date of Termination the 
aggregate of the following amounts:

          A. to the extent not theretofore paid, the Executive's 
Highest Base Salary through the Date of Termination; and

          B. the product of (x) the Annual Bonus paid to the 
Executive for the last full fiscal year ending during the 
Employment Period or, if higher, the Annual Bonus paid to the 
Executive during the last full fiscal year ending during the 
Employment Period or, if higher, a constructive annual bonus 
calculated to be equal to the Maximum Bonus in effect on the 
Effective Date (the highest amount determined under this clause 
(x) shall hereinafter be called the "Recent Bonus") and (y) a 
fraction, the numerator of which is the number of days in the 
current fiscal year through the Date of Termination and the 
denominator of which is 365; and

          C. the product of (x) three and (y) the sum of (i) the 
Highest Base Salary and (ii) the Recent Bonus; and

                             17

          D. in the case of compensation previously deferred by 
the Executive, all amounts previously deferred (together with any 
accrued interest thereon) and not yet paid by the Company, and 
any accrued vacation pay not yet paid by the Company; and

          E. the Executive shall be entitled to receive a 
retirement benefit in accordance with the terms of the Retirement 
Letter Agreement.

     (ii) The Company shall:

          A. for a period of three years after the Date of 
Termination or such longer period as any plan, program, practice 
or policy may provide, continue benefits to the Executive and/or 
the Executive's family at least equal to those which would have 
been provided to them in accordance with the plans, programs, 
practices and policies described in Sections 4(b)(iii)(with 
respect to any retirement plans), (iv) and (vi) of this Agreement 
if the Executive's employment had not been terminated, including 
health insurance and life insurance, in accordance with the most 
favorable plans, practices, programs or policies of the Company 
and its subsidiaries in effect on or after the Effective Date or, 
if more favorable to the Executive, as in effect at any time 
thereafter with respect to other key employees of the Company and 
its subsidiaries and their families and for purposes of 
eligibility for retiree benefits pursuant to such plans, 
practices, programs and policies, the Executive shall be 
considered to have remained employed until the end of the 
Employment Period and to have retired on the last day of such 
period; and

          B. at the expiration of the three-year period continue 
to provide the Executive with health insurance and on-line travel 
privileges in accordance with the terms of the Employment Letter 
Agreement.

     7. Non-exclusivity of Rights.  Nothing in this Agreement 
shall prevent or limit the Executive's continuing or future 
participation in any benefit, bonus, incentive or other plans, 
programs, policies or practices, provided by Group, the Company 
or any of their respective subsidiaries and for which the 
Executive may qualify, nor shall anything herein limit or 
otherwise affect such rights as the Executive may have under any 
stock option, restricted stock or other agreements with Group, 
the Company or any of their respective subsidiaries.  Amounts 
which are vested benefits or which the Executive is otherwise 
entitled to receive under any plan, policy, practice or program 
of Group, the Company or any of their respective subsidiaries at 
or subsequent to the Date of Termination shall be payable in 
accordance with such plan, policy practice or program.

                             18

     8. Full Settlement.  The Company's obligation to make the 
payments provided for in this Agreement and otherwise to perform 
its obligations hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, right or action 
which Group or the Company may have against the Executive or 
others.  In no event shall the Executive be obligated to seek 
other employment or take any other action by way of mitigation of 
the amounts payable to the Executive under any of the provisions 
of this Agreement.  Group or the Company agrees to pay, to the 
full extent permitted by law, all legal fees and expenses, as 
incurred by Group or the Company, the Executive and others, which 
the Executive may reasonably incur as a result of any contest 
(regardless of the outcome thereof) by Group, the Company or 
others of the validity or enforceability of, or liability under, 
any provision of this Agreement or any guarantee of performance 
thereof (including as a result of any contest by the Executive 
about the amount of any payment pursuant to Section 9 of this 
Agreement), plus in each case interest at the applicable Federal 
rate provided for in Section 7872(f)(2) of the Internal Revenue 
Code of 1986, as amended (the "Code").

     9. Certain Additional Payments by the Company.

     (a) Anything in this Agreement to the contrary 
notwithstanding, in the event it shall be determined that any 
payment or distribution by Group, the Company, any individual, 
entity or group whose actions result in a Change of Control, or 
their respective subsidiaries or affiliates to or for the benefit 
of the Executive (whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement or 
otherwise, but determined without regard to any additional 
payments required under this Section 9, including, but not 
limited to, any amounts in respect of (i) options to acquire 
shares of Group common stock, (ii) restricted shares of Group 
common stock, (iii) the Retirement Letter Agreement, and (iv) the 
Employment Letter

                             19

Agreement) (a "Payment"), would be subject to the excise tax 
imposed by Section 4999 of the Code or any interest or penalties 
with respect to such excise tax (such excise tax, together with 
any such interest and penalties, are hereinafter collectively 
referred to as the "Excise Tax"), then the Executive shall be 
entitled to receive an additional payment (a "Gross-Up Payment") 
from Group or the Company in an amount such that after payment by 
the Executive of all taxes (including any interest or penalties 
imposed with respect to such taxes), including, without 
limitation, any income taxes (and any interest and penalties 
imposed with respect thereto) and Excise Tax, imposed upon the 
Gross-Up Payment, the Executive retains an amount of the Gross-Up 
Payment equal to the Excise Tax imposed upon Payments.

     (b) Subject to the provisions of Section 9(c), all 
determinations required to be made under this Section 9, 
including whether a Gross-Up Payment is required and the amount 
of such Gross-Up Payment, shall be made by the firm of 
independent public accountants selected by the Company to audit 
its financial statements (the "Accounting Firm") which shall 
provide detailed supporting calculations both to the Company and 
the Executive within 5 business days of the Date of Termination, 
or such earlier time as is requested by the Company.  In the 
event that the Accounting Firm is serving as accountant or 
auditor for the individual, entity or group effecting the Change 
of Control, the Executive shall appoint another nationally 
recognized accounting firm to make the determinations required 
hereunder (which accounting firm shall then be referred to as the 
Accounting Firm hereunder).  All fees and expenses of the 
Accounting Firm shall be borne solely by the Company.  Any Gross-
Up Payment, as determined pursuant to this Section 9, shall be 
paid to the Executive upon the receipt of the Accounting Firm's 
determination.  If the Accounting Firm determines that no Excise 
Tax is payable by the Executive, it shall furnish the Executive 
with a written opinion that failure to report the Excise

                             20

Tax on the Executive's applicable federal income tax return would 
not result in the imposition of a negligence or a similar 
penalty.  Any determination by the Accounting Firm shall be 
binding upon the Company and the Executive.  As a result of the 
uncertainty in the application of Section 4999 of the Code at the 
time of the initial determination by the Accounting Firm 
hereunder, it is possible that Gross-up Payments which will not 
have been made by Group or the Company should have been made 
("Underpayment"), consistent with the calculations required to be 
made hereunder.  In the event that the Company exhausts its 
remedies pursuant to Section 9(c) and the Executive thereafter is 
required to make a payment of any Excise Tax, the Accounting Firm 
shall determine the amount of the Underpayment that has occurred 
and any such Underpayment shall be promptly paid by Group or the 
Company to or for the benefit of the Executive.

     (c) The Executive shall notify the Company in writing of any 
claim by the Internal Revenue Service that, if successful, would 
require the payment by Group or the Company of the Gross-Up 
Payment.  Such notification shall be given as soon as practicable 
but no later than ten business days after the Executive knows of 
such claim and shall apprise the Company of the nature of such 
claim and the date on which such claim is requested to be paid.  
The Executive shall not pay such claim prior to the expiration of 
the thirty-day period following the date on which it gives such 
notice to the Company (or such shorter period ending on the date 
that any payment of taxes with respect to such claim is due).  If 
the Company notifies the Executive in writing prior to the 
expiration of such period that it desires to contest such claim, 
the Executive shall:

          (i) give the Company any information reasonably 
requested by the Company relating to such claim,

          (ii) take such action in connection with contesting 
such claim as the Company

                             21

shall reasonably request in writing from time to time, including, 
without limitation, accepting legal representation with respect 
to such claim by an attorney reasonably selected by the Company,

          (iii) cooperate with the Company in good faith in order 
effectively to contest such claim,

          (iv) permit the Company to participate in any 
proceedings relating to such claim; provided, however, that Group 
and the Company shall bear and pay directly all costs and 
expenses (including additional interest and penalties) incurred 
in connection with such contest and shall indemnify and hold the 
Executive harmless, on an after-tax basis, for any Excise Tax or 
income tax, including interest and penalties with respect 
thereto, imposed as a result of such representation and payment 
of costs and expenses.  Without limitation on the foregoing 
provisions of this Section 9(c), the Company shall control all 
proceedings taken in connection with such contest and, at its 
sole option, may pursue or forgo any and all administrative 
appeals, proceedings, hearings and conferences with the taxing 
authority in respect of such claim and may, at its sole option, 
either direct the Executive to pay the tax claimed and sue for a 
refund or contest the claim in any permissible manner, and the 
Executive agrees to prosecute such contest to a determination 
before any administrative tribunal, in a court of initial 
jurisdiction and in one or more appellate courts, as the Company 
shall determine; provided, however, that if the Company directs 
the Executive to pay such claim and sue for a refund, the Company 
shall advance the amount of such payment to the Executive, on an 
interest-free basis and shall indemnify and hold the Executive 
harmless, on an after-tax basis, from any Excise Tax or income 
tax, including interest or penalties with respect thereto, 
imposed with respect to such advance or with respect to any 
imputed income with respect to such advance; and further provided 
that any extension of the statute of limitations relating to 
payment of taxes for the taxable year of the Executive with 
respect to which such contested amount is claimed to be due is 
limited solely to such contested amount.  Furthermore, the 
Company's control of the contest shall be limited to issues with 
respect to which a Gross-Up Payment would be payable hereunder 
and the Executive shall be entitled to settle or contest, as the 
case may be, any other issue raised by the Internal Revenue 
Service or any other taxing authority.

          (d) If, after the receipt by the Executive of an amount 
advanced by Group or the Company pursuant to Section 9(c), the 
Executive becomes entitled to receive any refund with respect to 
such claim, the Executive shall (subject to the Company's 
complying with the requirements of Section 9(c)) promptly pay to 
the Company the amount of such refund (together with any interest 
paid or credited thereon after taxes applicable thereto).  If, 
after the receipt by the Executive of an amount advanced by Group 
or the Company pursuant to Section 9(c), a

                             22

determination is made that the Executive shall not be entitled to 
any refund with respect to such claim and the Company does not 
notify the Executive in writing of its intent to contest such 
denial of refund prior to the expiration of thirty days after 
such determination, then such advance shall be forgiven and shall 
not be required to be repaid and the amount of such advance shall 
offset, to the extent thereof, the amount of Gross-Up Payment 
required to be paid.

     10. Confidential Information. The Executive shall hold in a 
fiduciary capacity for the benefit of Group and the Company all 
secret or confidential information, knowledge or data relating to 
Group and the Company or any of their respective subsidiaries, 
and their respective businesses, which shall have been obtained 
by the Executive's employment by Group and the Company or any of 
their subsidiaries and which shall not be or become public 
knowledge (other than by acts by Executive or his representatives 
in violation of this Agreement).  After termination of the 
Executive's employment with Group and the Company, the Executive 
shall not, without the prior written consent of the Company, 
communicate or divulge any such information, knowledge or data to 
anyone other than Group and the Company and those designated by 
it. In no event shall an asserted violation of the provisions of 
this Section 10 constitute a basis for deferring or withholding 
any amounts otherwise payable to the Executive under this 
Agreement.

     11. Successors.

     (a) This Agreement is personal to the Executive and without 
the prior written consent of the Company shall not be assignable 
by the Executive otherwise than by will or the laws of descent 
and distribution.  This Agreement shall inure to the benefit of 
and be enforceable by the Executive's legal representatives.

                             23

     (b) This Agreement shall inure to the benefit of and be 
binding upon Group and the Company and their respective 
successors and assigns.

     (c) Each of Group and the Company will require any successor 
(whether direct or indirect, by purchase, merger, consolidation 
or otherwise) to all or substantially all of its business and/or 
assets to assume expressly and agree to perform this Agreement in 
the same manner and to the same extent that Group or the Company 
would be required to perform it if no such succession had taken 
place.  As used in this Agreement, "Group" and "Company" shall 
mean each as hereinbefore defined and any successor to their 
business and/or assets as aforesaid which assumes and agrees to 
perform this Agreement by operation of law, or otherwise.

     12. Miscellaneous.

     (a) This Agreement shall be governed by and construed in 
accordance with the laws of the State of Delaware, without 
reference to principles of conflict of laws.  The captions of 
this Agreement are not part of the provisions hereof and shall 
have no force or effect.  This Agreement may not be amended or 
modified otherwise than by a written agreement executed by the 
parties hereto or their respective successors and legal 
representatives.

     (b) All notices and other communications hereunder shall be 
in writing and shall be given by hand delivery to the other party 
or by registered or certified mail, return receipt requested, 
postage prepaid, addressed as follows:

If to the Executive:  If to the Company    If to Group
-------------------   -----------------    -----------
Rakesh Gangwal        US Airways, Inc.     US Airways Group, Inc.
1155 Crest Lane	       2345 Crystal Drive   2345 Crystal Drive
McLean, VA  22101     Arlington, Virginia  Arlington, Virginia
                      22227                22227
                      Attention: General   Attention: General
                      Counsel              Counsel





                             24

or to such other address as either party shall have furnished to 
the other in writing in accordance herewith.  Notice and 
communications shall be effective when actually received by the 
addressees.

     (c) The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of 
any other provision of this Agreement.

     (d) Group and the Company may withhold from any amounts 
payable under this Agreement such Federal, state or local taxes 
as shall be required to be withheld pursuant to any applicable 
law or regulation.

     (e) The Executive's failure to insist upon strict compliance 
with any provision hereof shall not be deemed to be a waiver of 
such provision or any other provision thereof.

     (f) Words or terms used in this Agreement which connote the 
masculine gender are deemed to apply equally to female 
executives.

     (g) This Agreement supersedes the Original Agreement and, 
together with the Letter Agreements, contains the entire 
understanding of the Company and the Executive with respect to 
the subject matter hereof.

     (h) Group hereby guarantees the payment and performance by 
the Company of each and every obligation of the Company under 
this Agreement and the Letter Agreements.



                             25
     IN WITNESS WHEREOF, the Executive has hereunto set his hand 
and, pursuant to the authorization from its respective Board of 
Directors, Group and the Company have caused these presents to be 
executed in its name on its behalf, all as of the day and year 
first above written.

                            EXECUTIVE

                            /s/ Rakesh Gangwal
                            -------------------------------------
                            Rakesh Gangwal
                            President and Chief Executive Officer


                            US AIRWAYS, INC.


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


                            US AIRWAYS GROUP, INC.


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








                             26


EXHIBIT A

US Airways, Inc. Employee Savings Plan
US Airways, Inc. Employee Pension Plan
US Airways, Inc. Supplemental Executive Defined Contribution Plan
1996 Stock Incentive Plan of US Airways Group, Inc.
Long Term Incentive Plan of US Airways Group, Inc. 
Incentive Compensation Plan of US Airways Group, Inc.
Individual Supplemental Retirement Agreements in effect with
  certain officers of US Airways Group, Inc.
Restricted Stock Agreements with certain senior officers of
  US Airways, Inc.















                             27


11326/1