Exhibit 3.2
                            BY-LAWS
                    US AIRWAYS GROUP, INC.
                       NOVEMBER 18, 1998
                          ***********

                           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 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 


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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.
     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


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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 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


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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 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 per-
tains 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 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


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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 
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 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


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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 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 


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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 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. 


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                           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.
     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


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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 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.
     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


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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.

                           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 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 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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