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                                                Exhibit 10.3

             Executive Incentive Compensation Plan
                    of USAir Group, Inc. 
            as Amended and Restated December 1, 1996

     The Incentive Compensation 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 Human Resources Committee of
        the Corporation's Board of Directors.

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

   (c)  "Plan" shall mean the 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.

5.  Eligibility - Participation must be actively employed in 
order 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

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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.

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 Participants' 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.

   (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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