Exhibit 10.3

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been marked with a triple
asterisk ("***") and has been filed separately with the Securities and
Exchange Commissions.


                              Amendment No. 2 
  
                  TO THE A319/A320/A321 PURCHASE AGREEMENT 
  
                        dated as of October 31, 1997 
  
                                  between 
  
                              AVSA, S.A.R.L., 
  
                                    and 
  
                           US AIRWAYS GROUP, INC. 
  
  
  
 This Amendment No. 2 (hereinafter referred to as the "Amendment") entered
 into as of January 19, 1999, by and between AVSA, S.A.R.L., a societe
 limitee organized and existing under the laws of the Republic of France,
 having its registered office located at 2, Rond Point Maurice Bellonte,
 31700 Blagnac, FRANCE (hereinafter referred to as the "Seller"), and US
 Airways Group, Inc., a corporation organized and existing under the laws of
 the State of Delaware, United States of America, having its executive
 offices located at 2345 Crystal Drive, Arlington, VA 22227, U.S.A.
 (hereinafter referred to as the "Buyer"); 
  
  
                                WITNESSETH: 
  
      WHEREAS, the Buyer and the Seller entered into an Airbus
 A319/A320/A321 Purchase Agreement, dated as of October 31, 1997, relating
 to the sale by the Seller and the purchase by the Buyer of certain Airbus
 Industrie A319, A320 and A321 model aircraft (the "Aircraft"), which
 agreement, together with all Exhibits, Appendices and Letter Agreements
 attached thereto and as amended by Amendment No. 1 dated as of June 10,
 1998 is hereinafter called the "Agreement". 
  
      WHEREAS, the Buyer and the Seller agree to amend the deliver schedule
 for the Aircraft. 
  
      NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 
  
 1.   DEFINITIONS 
  
      Capitalized terms used herein and not otherwise defined in this
      Amendment will have the meanings assigned to them in the Agreement. 
      The terms "herein," "hereof," and hereunder and words of similar
      import refer to this Amendment. 
  
 2.   DELIVERY SCHEDULE 
  
 2.1  In line with the terms of Subparagraph 3.3 of Amendment No. 1, the
      Seller has offered the Buyer, and the Buyer has accepted, (i) delivery
      positions for some Additional Aircraft and (ii) to *** certain
      A319 and A320 delivery positions.  Consequently, the Buyer and the
      Seller hereby agree: 
  
      (i)  as per the terms of the Seller's letter dated June 4, 1998, ***; 
  
      (ii)  as per the terms of the Seller's letters dated June 24, 1998 and
      June 26, 1998, ***. 
  
 2.2  Therefore, 
  
      (i)  the delivery schedule set forth in Subclauses 9.1.1. and 9.1.2 of
      the Agreement is hereby superseded and replaced by the schedule set
      forth in Appendix 1 hereto; 
  
      (ii)  the number of Firm Aircraft is increased by *** units, such that
      the number of Firm Aircraft is now *** units (*** A319 Firm Aircraft
      and *** A320 Firm Aircraft), ***. 
  
      (iii)  the number of Reconfirmable Aircraft is ***, such that the
      number of Reconfirmable Aircraft granted by the Seller to the Buyer is
      now ***. 
  
 2.3  On signature of this Amendment, the Buyer will make all Predelivery
      Payments due as a result of the rescheduling of the Aircraft as set
      forth above, minus amounts already received by the Seller as of the
      date hereof. 
    

      If the foregoing correctly sets forth our understanding, please
 execute this Amendment in the space provided below, whereupon, as of the
 date first above written, this Amendment will constitute part of this
 Agreement. 
  
  
                                   Very truly yours, 
  
                                   AVSA, S.A.R.L. 
  
  
                                   By:    /s/ Michele Lascaux 
                                      ----------------------------
                                   Its:   Director Contracts  
  
                                   Date:  November 24, 1998 
  
  
 Accepted and Agreed 
  
 US Airways Group, Inc. 
  
  
 By:    /s/ Thomas A. Fink 
    -------------------------
 Its:  Treasurer 
  
 Date:  November 24, 1998