Exhibit 3.2


                             BY-LAWS

                       US AIRWAYS GROUP, INC.

                           May 19, 1999

                       * * * * * * * * * * *

                             ARTICLE I

                             OFFICES
                             -------

     The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, Delaware.  The
Corporation may have offices within and without the State of
Delaware.

                            ARTICLE II

                      MEETINGS OF STOCKHOLDERS
                      ------------------------

     Section 1.  ANNUAL MEETINGS.  The annual meeting of
stockholders for the election of Directors shall be held on the
fourth Wednesday in May, or if that be a legal holiday, on the
next succeeding day not a legal holiday, at nine- thirty o'clock
in the morning, or in any year at such other date and time as may
be designated by the Board of Directors, at which meeting the
stockholders shall elect by ballot, by plurality vote, a Board of
Directors and may transact such other business as may come before
the meeting.

     Section 2.  SPECIAL MEETINGS.  Special meetings of the
stockholders, except those regulated by statue, may be called at
any time by the Chairman or President, and shall, be called by
the President or Secretary on the request, in writing, or by
vote, of a majority of Directors, and by no other person or
persons.  No business may be transacted at a special meeting of
the stockholders except as set forth in the notice of such
meeting.

     Section 3.  LOCATION OF MEETINGS.  All meetings of the
stockholders for any purpose may be held, within or without the
State of Delaware, at such time and place as shall be stated in
the notice of the meeting or a duly executed waiver of notice,
and by no other person or persons.  No business may be transacted
at a special meeting of the stockholder except as set forth in
the notice of such meeting.

     Section 4.  LIST OF STOCKHOLDERS.  The Secretary shall cause
to be prepared a complete list of stockholders entitled to vote
at any meeting, arranged in alphabetical order and showing the
address of each stockholder and number of shares registered in
the name of each stockholder.  The list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours for at least ten days
prior to the meeting either at a place within the city where the
meeting is to be held (which place shall be specified in the
notice of meeting) or at the place where the meeting is to be
held.  The list shall also be open for inspection by stockholders
during the time and at the place of the meeting.

     Section 5.  VOTING.  Each stockholder entitled to vote
shall, at every meeting of the stockholders, be entitled to one
vote in person or by proxy, signed by him, for each share of
voting stock held by him but no proxy shall be voted on or after
three years from its date, unless it provides for a longer
period.  Such right to vote shall be subject to the right of the
Board of Directors to fix a record date for voting stockholders
as hereinafter provided.

     Section 6.  NOTICE OF STOCKHOLDER BUSINESS.  At an annual
meeting of the stockholders held pursuant to Section 1 of this
Article II, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any

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stockholder of the Corporation, provided such stockholder
complies with this Section 6.  For business to be properly
brought before an annual meeting by a stockholder, the
stockholder shall give prior written notice thereof to the
Secretary.  Such notice shall be received at the principal
executive offices of the Corporation by the Secretary not less
than thirty nor more than sixty days prior to such annual
meeting; provided, however, that in the event that less than
forty days' prior written notice or prior public disclosure of
the date of the meeting is given or made to stockholders, such
notice by the stockholder shall be received by the Secretary not
later than the close of business on the tenth day following the
day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made.  A stockholder's
notice to the Secretary pursuant to this Section 6 shall set
forth as to each matter the stockholder proposes to bring before
the annual meeting:  (a) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in
such business.  Notwithstanding any provision in these By-Laws to
the contrary, no business shall be conducted at an annual meeting
except in accordance with this Section 6.  The Chairman of an
annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the
meeting in accordance with this Section 6, and if he should so
determine, he shall so declare to the meeting and any such
business shall not be transacted.

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     Section 7.  NOTICE TO STOCKHOLDERS.  Notice of all meetings
shall be mailed by the Secretary to each stockholder of record
entitled to vote, at his or her last known post office address,
not less than ten nor more than sixty days prior to any annual or
special meeting.

     Section 8.  QUORUM.  The holders of a majority of the stock
outstanding and entitled to vote shall constitute a quorum but
the holders of a smaller amount may adjourn from time to time
without further notice until a quorum is secured.

     Section 9.  STOCKHOLDER ACTION BY WRITTEN CONSENT.  In order
that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall
not be more than 10 days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors.  Any
stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written
notice to the Secretary, request the Board of Directors to fix a
record date.  The Board of Directors shall promptly, but in all
events within 10 days after the date on which such a request is
received, adopt a resolution fixing the record date.  If no
record date has been fixed by the Board of Directors within 10
days of the date on which such a request is received, the record
date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law,
shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or any officer or
agent of the Corporation having

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custody of the book in which proceedings of meetings of
stockholders are recorded.  Delivery made to the Corporation's
registered office shall be by hand or by certified or registered
mail, return receipt requested.  If no record date has been fixed
by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on
the date on which the Board of Directors adopts the resolution
taking such prior action.


                            ARTICLE III

                             DIRECTORS
                             ---------

     Section 1.  NUMBER.  The property and business of the
Corporation shall be managed and controlled by its Board of
Directors, consisting of twelve members.  Directors need not be
stockholders.

     Section 2.  NOTICE OF STOCKHOLDER NOMINEES.  Only persons
nominated in accordance with this Section 2 shall be eligible for
election as Directors.  Nomination of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder of the Corporation entitled to vote for
the election of Directors at the meeting who complies with this
Section 2.  Such nominations, other than those made by or at the
direction of the Board of Directors, shall be received at the
principal executive offices of the Corporation by the Secretary
not less than thirty nor more than sixty days prior to the
meeting; provided, however, that in the event less than forty
days' prior written notice or prior public disclosure of the date
of the meeting is given or made to stockholders, such notice

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by the stockholder shall be received by the Secretary not later
than the close of business on the tenth day following the day on
which such notice of the date of meeting was mailed or such
public disclosure was made.  Such stockholder's notice shall set
forth:  (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, all
information relating to such person as is required to be
disclosed in solicitation of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected),
and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the
Corporation which are beneficially owned by such stockholder.  At
the request of the Board of Directors any person nominated by the
Board of Directors for election as a Director shall furnish to
the Secretary that information required by this Section 2 to be
set forth in a stockholder's notice of nomination which pertains
to the nominee.  No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with
these By-Laws.  The Chairman of the stockholders' meeting shall,
if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with these By-Laws, and if
he should so determine, he shall so declare to such meeting and
the defective nomination shall be disregarded.

     Section 3.  ELECTION, TERM, VACANCIES.  The Directors shall
hold office until the next annual election and until their
successors are elected and qualified.  They shall be elected by
the stockholders, except that if there be a vacancy in the Board
by reason of death, resignation or

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otherwise, such vacancy shall be filled for the unexpired term by
the remaining Directors, though less than a quorum, by a majority
vote.

     Section 4.  POWERS OF DIRECTORS.  The business of the
Corporation shall be managed by or under the direction of its
Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these By-
Laws directed or required to be exercised or done by the
stockholders.

     Section 5.  DIRECTORS EMERITI.  For the purpose of
conserving, for the benefit of the Corporation, the knowledge,
experience and good will generated by a long period of service in
formulating and implementing the basic policies of the
Corporation or predecessor or affiliated corporations, the Board
of Directors shall have the power in its discretion to appoint
one or more Directors Emeriti.  Any person who has served for a
period of not less than ten years on the Board of Directors of
the Corporation or of any predecessor or affiliate of the
Corporation, may be appointed a Director Emeritus by the Board of
Directors for an annual term and shall be eligible for
reappointment annually at the discretion of the Board.  The
Chairman in his discretion may also appoint any person who served
on the Board of Directors of the Corporation or of any
predecessor or affiliate of the Corporation a Director Emeritus
subject to the approval and consent of the Board of Directors.
The duties of a Director Emeritus shall consist of being
available to the Chairman and President of the Corporation for
consultation and advice on any matters pertaining to the
Corporation which the Chairman or President may refer to him from
time to time.  Directors Emeriti shall be notified of and be
invited to attend the annual meeting of the Board of Directors
and such other meetings as determined by the Chairman or
President of the Corporation and be entitled to be heard

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at such meetings on matters pending before the Board of
Directors.  They shall not be members of the Board nor be
entitled to vote as such nor be counted as constituting part of a
quorum.

     Section 6.  COMPENSATION.  Directors, members of committees
and Directors Emeriti shall receive such compensation as the
Board shall from time to time prescribe.

                            ARTICLE IV

                        MEETINGS OF DIRECTORS
                        ---------------------

     Section 1.  ANNUAL MEETING.  After each annual election of
Directors, the newly elected Directors may meet for the purpose
of organization, the election of Officers, and the transaction of
other business, at such place and time as shall be fixed by the
stockholders at the annual meeting, and, if a majority of the
Directors be present at such place and time, no prior notice of
such meeting shall be required to be given to the Directors.  The
place and time of such meeting may also be fixed by written
consent of the Directors.

     Section 2.  REGULAR MEETINGS.  Bi-monthly meetings of the
Board of Directors shall be held in January, March, May, July,
September and November in each year, on the date and at a time
and place designated from time to time by the Board of Directors.
The Secretary shall forward to each Director, at least five days
before any such meeting, a notice of the time and place of the
meeting.

     Section 3.  SPECIAL MEETINGS.  Special meetings of the
Directors may be called by the Chairman or President on two days'
notice in writing, or on one day's notice by telegraph to each
Director, and shall be called by the President in like manner on
the written request of two or more Directors.

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     Section 4.  LOCATION.  Meetings of the Directors may be held
within or without the State of Delaware at such place as is
indicated in the notice of waiver of notice thereof.

     Section 5.  QUORUM.  A majority of the Directors shall
constitute a quorum, but a smaller number may adjourn from time
to time, without further notice, until a quorum is secured.

                            ARTICLE V

                            COMMITTEES
                            ----------

     Section 1.  CREATION.  The Board of Directors may, by
resolution or resolutions passed by a majority of the Board,
designate one or more committees each to consist of three or more
Directors of the Corporation.  Each such Committee shall have and
may exercise such powers and duties as shall be delegated to it
by the Board of Directors except that no such Committee shall
have power to (a) elect Directors; (b) alter, amend or repeal
these By-Laws or any resolution or resolutions of the Board of
Directors relating to such Committee; (c) declare any dividend or
make any other distribution to the stockholders of the
Corporation; (d) appoint any member of such Committee; or (e)
take any other action which may lawfully be taken only by the
Board.

     Section 2.  COMMITTEE PROCEDURE.  Each such Committee
established by the Board shall meet at stated times or on notice
to all members by any member of such Committee.  Each such
Committee shall establish its own rules of procedure.  Each such
Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors.


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                           ARTICLE VI

                         INDEMNIFICATION
                         ---------------

     The Corporation shall indemnify its Directors, Officers and
employees, and shall have the power to indemnify its other
agents, to the full extent permitted by the General Corporation
Law of the State of Delaware, as amended from time to time (but,
in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to
provide on June 29, 1989).  Expenses (including attorneys' fees)
incurred by an Officer, Director or employee in defending any
civil, criminal, administrative, or investigative action, suit or
proceeding shall to the fullest extent permitted by law be paid
by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Director, Officer or employee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized
hereunder.   The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Restated
Certificate of Incorporation, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

                            ARTICLE VII

                             OFFICERS
                             --------

     Section 1.  GENERAL.  The Officers of the Corporation shall
be a Chairman of the Board, a Chief Executive Officer, a
President, one or more Vice Presidents, a Secretary, a Treasurer,
a

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Controller and such other Officers as may from time to time be
chosen by the Board of Directors.  The Chief Executive Officer
shall be empowered to appoint and remove from office, at his
discretion, Assistant Vice Presidents and Assistant Secretaries.
Any number of offices may be held by the same person, unless the
certificate of incorporation or these By-Laws otherwise provide.

     Section 2.  TERM.  The Officers of the Corporation shall
hold office until their successors are chosen and qualified.  Any
Officer chosen or appointed by the Board of Directors may be
removed either with or without cause at any time by the
affirmative vote of a majority of the whole Board of Directors.
If the office of any Officer other than an assistant officer
becomes vacant for any reason, the vacancy shall be filled by the
affirmative vote of a majority of the whole Board of Directors.

     Section 3.  CHAIRMAN OF THE BOARD.  A Chairman of the Board
shall be chosen from among the Directors.  The Chairman of the
Board shall preside at all meetings of the stockholders and
Directors and shall perform such other duties as may be
prescribed by the Board of Directors.

     Section 4.  CHIEF EXECUTIVE OFFICER.  The Chief Executive
Officer shall have responsibility for the general and active
management of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried
into effect.

     Section 5.  PRESIDENT.  The President shall be the Chief
Operating Officer of the Corporation.  The President shall have
such responsibilities and authority as determined by the Chief
Executive Officer of the Corporation.

     Section 6.  VICE PRESIDENT.  The Vice President or Vice
Presidents, in the order designated by the Board of Directors,
shall be vested with all the powers and required to perform all
the duties

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of the President in his absence or disability and shall perform
such other duties as may be prescribed by the Board of Directors.

     Section 7.  SECRETARY.  The Secretary shall perform all the
duties commonly incident to his office, and keep accurate minutes
of all meetings of the stockholders, the Board of Directors and
the Committees of the Board of Directors, recording all the
proceedings of such meetings in a book kept for that purpose.  He
shall give proper notice of meetings of stockholders and
Directors and perform such other duties as the Board of Directors
shall designate.

     Section 8.  TREASURER.  The Treasurer shall have custody of
the funds and securities of the Corporation and shall keep full
and accurate accounts of disbursements and shall deposit all
monies and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by
the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board or President, taking
proper vouchers for such disbursements, and shall render to the
President and Directors, whenever they may require it, an account
of all his transactions as Treasurer and of the financial
condition of the Corporation.  Until such time as a Controller is
elected, the Treasurer shall also maintain adequate records of
all assets, liabilities and transactions of the Corporation and
shall see that adequate audits thereof are currently and
regularly made.  He shall cause to be prepared, compiled and
filed such reports, statements, statistics and other data as may
be required by law or prescribed by the President.  The Treasurer
shall perform such other duties as the Board of Directors may
from time to time prescribe.

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                           ARTICLE VIII

                              STOCK
                              -----

     Section 1.  CERTIFICATES.  Certificates of stock of the
Corporation shall be signed by, or in the name of, the
Corporation by the President or a Vice President and the
Secretary or an Assistant Secretary, certifying the number of
shares of the holder thereof.  The Board of Directors may appoint
one or more transfer agents and registrars of transfers, which
may be the same agency or agencies, and may require all
certificates to bear the signatures of one of such transfer
agents and one of such registrars of transfers, or as the Board
of Directors may otherwise direct.  Where any such certificate is
signed by a transfer agent or transfer clerk and by a registrar,
the signatures of any such President, Vice President, Secretary
or Assistant Secretary may be facsimiles engraved or printed.
The certificates shall bear the seal of the Corporation or a
predecessor corporation or shall bear a facsimile of such seal
engraved or printed.
     In case any Officer or Officers who have signed, or whose
facsimile signature or signatures have been used on, any
certificate or certificates of stock, has ceased to be an Officer
or Officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon, had not ceased to
be such Officer or Officers of the Corporation.

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     Section 2.  LOST CERTIFICATES.  If a certificate of stock is
lost or destroyed, another may be issued in its stead upon proof
of loss or destruction and the giving of a satisfactory bond of
indemnity, in an amount sufficient to indemnify the Corporation
against any claim.  A certificate may be issued without requiring
bond when, in the judgment of the Directors, it is proper to do
so.

     Section 3.  TRANSFERS.  All transfers of stock of the
Corporation shall be made upon its books by the holder of the
shares in person or by his lawfully constituted representative,
upon surrender of certificates of stock for cancellation.

     Section 4.  FIXING RECORD DATE.  The Board of Directors may
fix in advance a record date in order to determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for
the purpose of any other lawful action. The record date shall not
be more than sixty nor less than ten days before the date of any
meeting of stockholders nor more than sixty days prior to any
other action.

     Section 5.  STOCKHOLDERS OF RECORD.  The Corporation shall
be entitled to treat the holder of record of any share or shares
of stock as the holder in fact thereof, and accordingly shall not
be bound to recognize any equitable or other claim to or interest
in such share on the part of any other person whether or not it
shall have express or other notice thereof, except as expressly
provided by the laws of the State of Delaware.


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                            ARTICLE IX

                        GENERAL PROVISIONS
                        ------------------

     Section 1.  FISCAL YEAR.  The fiscal year of the Corporation
shall begin the first day of January and end on the 31st day of
December of each year.

     Section 2.  DIVIDENDS.  Dividends upon the capital stock may
be declared by the Board of Directors at any regular or special
meeting and may be paid in cash or in property or in shares of
the capital stock.  Before paying any dividend or making any
distribution of profits, the Directors may set apart out of any
of the funds of the Corporation available for dividends a reserve
or reserves for any proper purpose and may alter or abolish any
such reserve or reserves.

     Section 3.  CHECKS.  All checks, drafts or orders for the
payment of money shall be signed by the Treasurer or by such
other Officer, Officers, employee or employees as the Board of
Directors may from time to time designate.

     Section 4.  CORPORATE SEAL.  The Corporate Seal shall have
inscribed thereon the name of the Corporation, the year of its
incorporation, and the words "Incorporated Delaware."

                             ARTICLE X

                       AMENDMENT TO BY-LAWS
                       --------------------

     Subject to the provisions of any resolution of Directors
creating any series of preferred stock, the Board of Directors
shall have the power from time to time to make, alter or repeal
By-Laws, but any By-Laws made by the Board of Directors may be
altered, amended or repealed by the stockholders at any annual
meeting of stockholders, or at any special meeting provided that
the

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notice of such proposed alteration, amendment or repeal is
included in the notice of such special meeting.

                            ARTICLE XI

          RESTATED CERTIFICATE OF INCORPORATION TO GOVERN
          -----------------------------------------------

     Notwithstanding anything to the contrary herein, in the
event any provision contained herein is inconsistent with or
conflicts with a provision of the Corporation's Restated
Certificate of Incorporation, as the same may be from time to
time amended or supplemented (the "Restated Certificate of
Incorporation"), such provision herein shall be superseded by
the inconsistent provision in the Restated Certificate of
Incorporation, to the extent necessary to give effect to such
provision in the Restated Certificate of Incorporation.



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