Exhibit 10.6

                   Incentive Compensation Plan
                               of
                      US Airways Group, Inc.
             as amended and restated January 1, 1997


     The Incentive Compensation Plan of  US Airways Group, Inc. 
was originally adopted by the Corporation effective January 1, 
1988.  By action of the Corporation's Board of Directors, the
Plan has been amended and restated in its entirety to be 
effective for Plan Years beginning after December 31, 1996.

1.   Purpose  --  The purpose of the Plan is to reward executives
     and other key management employees of US Airways and other
     subsidiaries of the Corporation and to motivate them to
     increase shareholder value and to achieve profitable
     results.

2.   Definitions  --  When used in this Plan, unless the context
     otherwise suggests:

     (a)  "Committee" shall mean the Human Resources Committee of
          the Corporation's Board of Directors.

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

     (c)  "Plan" shall mean the Incentive Compensation Plan of US
          Airways Group, Inc.

     (d)  "Plan Year" shall mean January 1 to December 31 to
          coincide with the Corporation's fiscal year.

     (e)  "US Airways" shall mean US Airways, Inc.

3.   Administration  -- The Plan shall be administered by the
     Committee.  Any Committee member who is eligible to
     participate in the Plan shall abstain from voting on any
     matter before the Committee relating to the Plan.  The
     Committee may authorize and establish such rules,
     regulations, and procedures as it may determine advisable to
     make the Plan effective or to provide for its administration
     and may take such other action with regard to the Plan as it
     shall deem desirable to effectuate its purposes.  A
     determination of the Committee as to any questions which
     arise with respect to the interpretation of the provisions
     of the Plan shall be final.

4.   Participants  --  Executives and other key management
     employees of US Airways and other subsidiaries of the
     Corporation as approved by the Committee,

5.   Eligibility  --  Participants must be actively employed on
     the date of payment under the Plan in order to be eligible
     to receive an award.  However, should a Participant retire,
     die or become disabled at any time during the Plan Year, a
     pro rata award may be paid based on the Participant's number
     of full months of active service during the Plan Year.
     Participants in an eligible position for less than a full
     Plan Year, due to the commencement of employment, promotion
     or demotion, shall receive a pro rata award based on the
     number of full months in the eligible position. 
     Participants whose target percentage changes during a Plan
     Year will receive an award based on a pro rata calculation
     between the percentages.

6.   Awards  --  The Plan provides for the payment of incentive
     and bonus awards.

     (a)  Incentive Awards:

     (i)  The Committee will establish target awards for each
          officer Participant in the Plan stated as a percentage
          of the Participant's base salary.  The senior officer
          whose responsibilities include Human Resources, with
          the concurrence of the Chief Executive Officer, will
          establish target awards for each non-officer
          Participant in the Plan stated as a percentage of the
          Participant's base salary.

     (ii) The Committee shall establish objectives for the Plan
          Year by March 31 of the Plan Year against which
          incentive awards will be measured.

     (iii)Target awards may be paid if the Corporation and the
          Participant meet established objectives.  If objectives
          are achieved at the maximum level, awards may be paid
          up to 200% of target.   Notwithstanding any other
          provision of the Plan, the Committee retains the right
          at its sole discretion to increase or decrease a
          Participant's award (including down to zero (0)  or  in
          excess of 200% of the individual's target), based on
          the individual Participant's performance.

     (b)  Bonus Awards: For any Plan Year in which no incentive
          awards are paid, the Committee retains the right to
          authorize bonus awards under the Plan to such
          Participants and in such amounts as it shall determine
          in its sole discretion.

     (c)  Incentive and bonus awards shall be paid in a lump sum
          cash distribution to Participants as soon as practical
          following the close of the Plan Year and after such
          awards have been approved by the Committee.

7.  Tax Withholding  --  Cash awards made pursuant to the Plan
    are subject to applicable federal, state and local, if any,
    payroll tax withholdings.

8.  Amendment of Plan  -- The Committee may from time to time
    amend the Plan and its terms and conditions and may at any
    time discontinue the granting of awards under the Plan.

9.  Effective Date and Term of Plan  -- The Plan shall be
    effective as of January 1, 1988 and shall remain in effect
    until the Committee, in its sole discretion, decides to
    terminate the Plan.













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