EXHIBIT 10.54


                     CERTIFICATE OF REDELIVERY AND AGREEMENT

This Certificate of Redelivery is delivered on and as of the date set forth
below by FIRST UNION NATIONAL BANK (as successor to MERIDIAN TRUST, hereinafter
referred to ass "Lessor"), not in its individual capacity, but solely as Owner
Trustee on behalf of Owner Participant AIRLEASE LTD., to US AIRWAYS, INC. (as
successor by merger to P.S.A., INC., hereinafter referred to as "Lessee"),
pursuant to that certain Lease Agreement dated as of _____________, (as amended,
supplemented and assigned, hereinafter referred to as the "Lease Agreement"):

1. DETAILS OF ACCEPTANCE:

In accordance with and subject to the provisions of the Lease Agreement, Lessee
has hereby redelivered to Lessor and Lessor has hereby accepted from Lessee the
following described aircraft at _____ hours this _____ day of _________________
2001 at _____________________________:

a.   Aircraft Model:                          McDonnell Douglas model DC9-81
b.   U.S. Registration:                       807USAirframe
c.   Manufacturer's Serial Number:            Serial Number: 48039
d.   Engine Number 1:                         Serial Number: 708113
e.   Engine Number 2:                         Serial Number: 708118

2. CONFIRMATION OF UNDERTAKINGS:

The terms used in this Certificate shall have the meanings given to such terms
in the Lease Agreement.

Lessor accepts redelivery of the Aircraft under the Lease Agreement and waives
any discrepancy between the physical condition of the Aircraft and that required
by the Lease Agreement, subject to satisfaction by Lessor and Lessee of the
items listed in Schedule 1, attached hereto. Lessee confirms that its
indemnification obligations under the Lease Agreement shall survive the return
of the Aircraft. Lessee will perform its obligations and agreements set forth in
Schedule 1. Upon payment of all amounts due and performance of all obligations
contained in Schedule 1, attached hereto, Lessor and Lessee agree that all of
Lessee's obligations (except for those indemnification obligations which survive
the lease of return of the Aircraft pursuant to the terms of the Lease) pursuant
to the Lease Agreement have been fulfilled.

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                                                       Certificate of Redelivery
                                                                          N807US


IN WITNESS WHEREOF, Lessor and Lessee have caused this Certificate of Redelivery
and Agreement to be executed in their names, by their duly authorized officers
or representatives, pursuant to due corporate authority, all as of the date
written in Paragraph 1 above.

Lessor:           FIRST UNION NATIONAL BANK,
                  Not in its individual capacity, but
                  Solely as Owner Trustee

By:                ____________________________________
                                 VICE PRESIDENT

Title:             ____________________________________




Lessee:           US AIRWAYS, INC.

By:                ____________________________________

Title:             ____________________________________





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                                   Schedule 1


                     C-Check Labor(1)                      $182,500
                 Non-routine Maintenance                   $ 63,875
                 Open & Deferred Items(2)                  $ 77,742
                   KCN Upgrade Labor(3)                    $ 16,800
              Rent October l- November 14                  $281,878
     ______________________________________________________________
                        Total                              $632,795

     Payment payable by Lessee to Lessor at Redelivery    ($318,398)
     ______________________________________________________________
     Principal Amount of Note Payable by Lessee to
        Lessor at redelivery(4 &5)                         $316,398


1.       Lessee to be flrst choice provider for all required materials/notables
         during C-Check. . If lessee is unable to provide materials/notables in
         a timely fashion so as not to delay completion of the C-Check cost to
         be added to outstanding note payment. Invoice to be provided by 3rd
         party maintenance provider.

2.       Lessee to be first choice provider for all required materials/notables,
         during C-Check. If lessee is unable to provide materials/notables, cost
         to be added to outstanding note payment. Invoice to be provided by 3rd
         party maintenance provider.

3.       Lessee will transfer KCN equipment to lessor upon delivery from Boeing.
         Lessee to pay for KCN equipment and transfer promptly to TIMCO.

4.       Engines to be video borescoped per Pratt & Whitney approved FOD
         inspection (Reference PW MM 72-00-00, p. 638 & p.645) at 3rd party
         location. Copy of the video borescope to be provided to lessee. Any
         subsequent FOD discovered as a result of the Pratt & Whitney Approved
         FOD Inspection. Lesses is responsible for the associated cost of the
         specific FOD repair, Other non-FOD findings as a result of the
         inspection are not covered by this agreement.

5.       Payment to begin 12 months from execution of this Certificate of
         Redelivery and Agreement and payable in equal monthly payments for 12
         months.

         Interest on the Note will not accrue for 12 months & at the end of the
         12th month Interest accrual will begin at 7% per annum on the
         outstanding balance. Principal amount of the note payable will be
         increased by amounts payable to lessor under items 1-4 above. Lessee
         will at the request Of lessor execute amendments to the Notes
         confirming such additions to the principal amount.

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