<PAGE>                                               Exhibit 10.3


                 Executive Incentive Compensation Plan
                                  of
                          USAir Group, Inc.
               as amended and restated December 1, 1995


     The Executive Incentive Committee Plan of USAir 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 ending after December 1, 1995.


     1.   Purpose - The purpose of the Plan is to reward executives
and other key management employees of USAir 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 Compensation and Benefits
Committee of the Corporation's Board of Directors.

     (b)  "Corporation" shall mean USAir Group, Inc.

     (c)  "Plan" shall mean the Executive Incentive Compensation
Plan of USAir Group, Inc.

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

     (e)  "USAir" shall mean USAir, 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 USAir and other subsidiaries of the Corporation as
approved by the Committee.

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     5.   Eligibility - Participation must occupy an incentive-
eligible position prior to October 1 of a Plan Year and must be
actively employed as of the same date 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
will 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, either due to the
commencement or termination 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. A Participant terminated
for cause forfeits all rights of eligibility with respect to the
Plan Year.

     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 will be paid if the Corporation and the
Participant meet established objectives. Awards shall range from
zero (0) to 200% of target if objectives are achieved at maximum.
The Committee retains the right to adjust a Participant's award
based on the individual Participant's performance at its sole
discretion; however, no award may exceed 200% of the individual's
target award.

     (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.




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     (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, decided to terminate the
plan.
































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