Exhibit 3.4


                             BY-LAWS

                         US AIRWAYS, INC.

                           May 19, 1999

                      * * * * * * * * * * *


                            ARTICLE I

                            OFFICES
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     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 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,
or at the request, in writing, of stockholders of record owning a
majority in amount of the capital stock outstanding and entitled
to vote.

     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.

     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 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.

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     Section 7.  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.


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

     Section 3.  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 4.  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 corporations merged into the

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corporation, 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 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 5.  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

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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.

     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

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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.


                             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

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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-law, 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 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.

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     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 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

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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.  The Treasurer
shall perform such other duties as the Board of Directors may
from time to time prescribe.

     Section 9.  CONTROLLER.  The Controller shall 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 and
shall perform such other duties as may be prescribed by the Board
of Directors.

                             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
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, certifying the number of shares of the
holder thereof.  The Board of Directors may appoint a transfer
agent, and a registrar of transfers, which may be the same
agency, and may require all certificates to bear the signatures
of such transfer agent and such registrar 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, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be

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facsimiles engraved or printed.  The certificates shall bear the
seal of the 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.

     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

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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 Delaware.


                              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.

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



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