Exhibit 10.13 PRIVATE  

                         FIRST AMENDMENT TO THE
                     USAIR GROUP, INC. NONEMPLOYEE
                    DIRECTOR DEFERRED STOCK UNIT PLAN


          WHEREAS, US Airways Group, Inc. (formerly known as USAir Group, 
Inc. and referred to herein as the "Company") maintains the USAir Group, 
Inc. Nonemployee Director Deferred Stock Unit Plan (the "Plan"); and

          WHEREAS, Section 7 of the Plan provides that the Board of 
Directors of the Company (the "Board") may amend the Plan from time to 
time, subject to the limitations therein, and

          WHEREAS, the Company desires to amend the Plan as provided 
herein.

          NOW, THEREFORE, the Plan is hereby amended as follows:

    1.    The name of the Plan is hereby changed to the "US Airways Group, 
Inc. Nonemployee Director Deferred Stock Unit Plan", and all references in 
the Plan to "USAir Group, Inc." are hereby changed to "US Airways Group, 
Inc."

    2.    Section 5(c) of the Plan is hereby amended by adding the 
following at the end thereof:

                 "Each Eligible Director whose termination of 
                 service as a director occurs (i) after such 
                 Eligible Director has been a member of the 
                 Board for at least five (5) years or (ii) 
                 due to his for her death or disability 
                 shall also receive, at the time of the lump 
                 sum payment pursuant to the first sentence 
                 of this Section 5(c) or at the time of each 
                 annual installment pursuant to the second 
                 sentence of this Section 5(c), an 
                 additional amount (the "Tax Liability Pay
                 ment") such that the net amount of the Tax 
                 Liability Payment retained by the Eligible 
                 Director, after deduction of any federal, 
                 state and local income tax upon the Tax 
                 Liability Payment, shall be equal to the 
                 total federal, state and local income tax 
                 owed by the Eligible Director in respect of 
                 such lump sum payment or installment, as 
                 the case may be.  For purposes of deter
                 mining the amount of each Tax Liability 
                 Payment, the Eligible Director shall be 
                 deemed to pay federal income tax at the 
                 highest marginal rate of federal income 
                 taxation in the calendar year in which such 
                 Tax Liability Payment is to be made and 
                 state and local income taxes at the highest 
                 marginal rate of taxation in the state and 
                 locality of the Eligible Director's 
                 residence on the date on which the Tax 
                 Liability Payment is made, net of the maxi
                 mum reduction in federal income taxes which 
                 could be obtained from deduction of such 
                 state and local taxes."

                 This First Amendment shall be effective as of July 22, 
1998,                    the date of its adoption by the Board.