Exhibit 10.29

                             November 18, 1998



Mr. Rakesh Gangwal
1155 Crest Lane
McLean, Virginia  22101

Dear Mr. Gangwal:

     Reference is made to the letter agreement dated February 
19, 1996 (the "Retirement 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 Retirement 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 Retirement 
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) your actual
     salary and bonus, or (y) your Base Salary in effect
     plus an assumed bonus at the Maximum Bonus
     opportunity (with "Base Salary" and "Maximum 
     Bonus" to be defined as set forth in the Amended 
     and Restated Employment Agreement dated November 18,
     1998)"

     2.  Paragraph 2(d) of the Retirement 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 Retirement 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.  In
     the event of your early retirement from the Company
     on or after age 60, there will be no reduction under
     the early retirement reduction 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 
     for early commencement in the supplemental pension 
     benefit calculated under paragraph 1 regardless of 
     your age at such early retirement.  Notwithstanding 
     the foregoing, if your employment terminates prior 
     to attaining age 55, you may elect to commence your 
     benefit immediately and elect one of the optional 
     payment forms set forth in paragraph 4 and such 
     optional payments will reflect the aforementioned 
     amendments to paragraphs 1, 2 and 3."

     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 
Retirement 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/ Rakesh Gangwal
------------------------
Rakesh Gangwal

US AIRWAYS GROUP, INC.

/s/ Michelle V. Bryan
------------------------
Michelle V. Bryan
Secretary
Mr. Rakesh Gangwal
November 18, 1998
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