<PAGE>
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                             FORM 10-Q

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended June 30, 1997
                                or
 [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
           For the transition period from           to
                                          ---------    ---------

                      US Airways Group, Inc.
                 (Commission file number: 1-8444)
                               and
                         US Airways, Inc.
                 (Commission file number: 1-8442)
    (Exact names of registrants as specified in their charters)


       Delaware                 US Airways Group, Inc. 54-1194634
 (State of incorporation        US Airways, Inc.       53-0218143
   of both registrants)   (I.R.S. Employer Identification Numbers)


                      US Airways Group, Inc.
          2345 Crystal Drive, Arlington, Virginia  22227
             (Address of principal executive offices)
                          (703) 872-5306
       (Registrant's telephone number, including area code)

                         US Airways, Inc.
          2345 Crystal Drive, Arlington, Virginia  22227
             (Address of principal executive offices)
                          (703) 872-7000
       (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrants (1) have filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or 
for such shorter period that the registrants were required to file 
such reports), and (2) have been subject to such filing 
requirements for the past 90 days.

         Yes  [X]                       No  [ ]

     As of July 31, 1997, there were outstanding approximately 
80,154,000 shares of common stock of US Airways Group, Inc. and 
1,000 shares of common stock of US Airways, Inc.

     The registrant US Airways, Inc. meets the conditions set forth 
in General Instructions H(1)(a) and (b) of Form 10-Q and is 
therefore participating in the filing of this form with the reduced 
disclosure format.

<PAGE>
                      US Airways Group, Inc.
                                and
                         US Airways, Inc.

                   Quarterly Report on Form 10-Q


                         Table of Contents




Part I. Financial Information                                 Page
                                                              ----
  Item 1A.  Financial Statements - US Airways Group, Inc.

    Condensed Consolidated Statements of Operations
      - Three Months and Six Months Ended June 30, 1997
        and 1996                                                1
    Condensed Consolidated Balance Sheets
      - June 30, 1997 and December 31, 1996                     2
    Condensed Consolidated Statements of Cash Flows
      - Six Months Ended June 30, 1997 and 1996                 3
    Notes to Condensed Consolidated Financial Statements        4

  Item 1B.  Financial Statements - US Airways, Inc.

    Condensed Consolidated Statements of Operations
      - Three Months and Six Months Ended June 30, 1997
        and 1996                                                7
    Condensed Consolidated Balance Sheets
      - June 30, 1997 and December 31, 1996                     8
    Condensed Consolidated Statements of Cash Flows
      - Six Months Ended June 30, 1997 and 1996                 9
    Notes to Condensed Consolidated Financial Statements       10

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                 11

Part II.   Other Information

  Item 1.  Legal Proceedings                                   23

  Item 4.  Submission of Matters to a Vote of Security Holders 23

  Item 6.  Exhibits and Reports on Form 8-K                    23

Signatures                                                     24

<PAGE>
<TABLE>
                                   US Airways Group, Inc.
                         Condensed Consolidated Statements of Operations
               Three Months and Six Months Ended June 30, 1997 and 1996 (unaudited)
                        (in thousands, except per share amounts)

<CAPTION>
                                   Three Months Ended        Six Months Ended
                                        June 30,                   June 30,
                                  ----------------------  ----------------------
                                     1997         1996        1997        1996
                                     ----         ----        ----        ----
<S>                               <C>         <C>         <C>         <C>
Operating Revenues
  Passenger transportation        $2,011,963  $1,957,169  $3,908,818  $3,634,710
  Cargo and freight                   44,714      40,066      89,045      78,243
  Other                              155,933     152,252     315,825     304,956
                                   ---------   ---------   ---------   ---------
    Total Operating Revenues       2,212,610   2,149,487   4,313,688   4,017,909

Operating Expenses
  Personnel costs                    785,938     791,338   1,542,629   1,541,544
  Aviation fuel                      198,055     198,757     423,084     380,773
  Commissions                        165,208     160,832     309,799     293,137
  Aircraft rent                      113,784      92,072     234,717     205,263
  Other rent and landing fees         99,344     105,350     199,687     205,700
  Aircraft maintenance               104,873      90,484     201,754     190,457
  Depreciation and amortization       94,772      79,135     171,783     160,661
  Other, net                         395,092     385,580     799,063     783,643
                                   ---------   ---------   ---------   ---------

    Total Operating Expenses       1,957,066   1,903,548   3,882,516   3,761,178
                                   ---------   ---------   ---------   ---------

    Operating Income                 255,544     245,939     431,172     256,731

Other Income (Expense)
  Interest income                     23,435      16,158      47,277      29,677
  Interest expense                   (64,177)    (67,160)   (128,685)   (134,953)
  Interest capitalized                 2,861       1,973       5,636       3,422
  Equity in earnings of affiliates    13,492      10,049      26,910      21,311
  Other, net                             809        (129)     15,028        (605)
                                   ---------   ---------   ---------   ---------
    Other Income (Expense), Net      (23,580)    (39,109)    (33,834)    (81,148)
                                   ---------   ---------   ---------   ---------

Income Before Taxes                  231,964     206,830     397,338     175,583
Provision for Income Taxes            26,378       6,055      39,094       7,101
                                   ---------   ---------   ---------   ---------

Net Income                           205,586     200,775     358,244     168,482
  Preferred Dividend Requirement     (23,507)    (22,522)    (44,371)    (44,796)
                                   ---------   ---------   ---------   ---------
Net Income Applicable to
  Common Stockholders             $  182,079  $  178,253  $  313,873  $  123,686
                                   =========   =========   =========   =========

Income per Common Share
  Primary                              $2.46       $2.71       $4.48       $1.90
  Fully diluted                        $1.92       $1.91       $3.37       $1.55

Shares Used for Computation (000)
  Primary                             74,149      65,863      69,996      65,266
  Fully diluted                      104,348     105,019     104,688      95,448


See accompanying Notes to Condensed Consolidated Financial Statements.

                                           1
</TABLE>

<PAGE>
<TABLE>
                                 US Airways Group, Inc.
                        Condensed Consolidated Balance Sheets
                  June 30, 1997(unaudited) and December 31, 1996
                 (dollars in thousands, except per share amounts) 
<CAPTION>
                                                                  June 30,    December 31,
                                                                   1997            1996
                                                                 ---------      ---------
                                ASSETS
<S>                                                             <C>            <C>
Current Assets
  Cash and cash equivalents                                     $1,135,750     $  950,966
  Short-term investments                                           482,118        635,839
  Receivables, net                                                 408,077        337,025
  Materials and supplies, net                                      238,065        248,774
  Prepaid expenses and other                                       140,571        137,590
                                                                 ---------      ---------
    Total Current Assets                                         2,404,581      2,310,194
Property and Equipment
  Flight equipment                                               5,200,979      5,202,057
  Ground property and equipment                                  1,127,506      1,108,648
  Less accumulated depreciation and amortization                (2,599,954)    (2,470,337)
                                                                 ---------      ---------
                                                                 3,728,531      3,840,368
  Purchase deposits	                                                84,620         77,620
                                                                 ---------      ---------
    Total Property and Equipment, Net                            3,813,151      3,917,988
Other Assets
  Goodwill, net                                                    486,486        494,511
  Other intangibles, net                                           279,060        283,309
  Other assets, net                                                531,017        525,409
                                                                 ---------      ---------
    Total Other Assets                                           1,296,563      1,303,229
                                                                 ---------      ---------
                                                                $7,514,295     $7,531,411
                                                                 =========      =========

     LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
  Current maturities of long-term debt                          $  103,295     $   84,259
  Accounts payable                                                 363,536        438,951
  Traffic balances payable and unused tickets                      835,734        715,576
  Accrued aircraft rent                                            487,448        510,752
  Other accrued expenses                                           797,703      1,099,181
                                                                 ---------      ---------
    Total Current Liabilities                                    2,587,716      2,848,719
Long-Term Debt, Net of Current Maturities                        2,546,146      2,615,780
Deferred Credits and Other Liabilities
  Deferred gains, net                                              346,137        359,748
  Postretirement benefits other than pensions, noncurrent        1,130,596      1,093,519
  Noncurrent employee benefit liabilities and other                624,934        439,308
                                                                 ---------      ---------
    Total Deferred Credits and Other Liabilities                 2,101,667      1,892,575
Commitments and Contingencies
Redeemable Cumulative Convertible Preferred Stock
  Series A, 358,000 shares issued and outstanding, no par value    358,000        358,000
  Series F, 30,000 shares issued and outstanding as of                   -        300,000
    December 31, 1996, no par value
  Series T, 10,000 shares issued and outstanding as of                   -        100,719
    December 31, 1996, no par value
Stockholders' Equity (Deficit)
  Series B cumulative convertible preferred stock,                 213,128        213,128
    no par value, 4,263,000 depositary shares issued
  Common stock, par value $1 per share, authorized                  80,111         64,306
    150,000,000 shares, issued and outstanding
    80,111,000 and  64,306,000 shares, respectively
  Paid-in capital                                                1,677,513      1,386,557
  Retained earnings (deficit)                                   (1,925,097)    (2,117,838)
  Common stock held in treasury                                          -              -
  Deferred compensation                                            (89,680)       (95,326)
  Adjustment for minimum pension liability                         (35,209)       (35,209)
                                                                 ---------      ---------
    Total Stockholders' Equity (Deficit)                           (79,234)      (584,382)
                                                                 ---------      ---------
                                                                $7,514,295     $7,531,411
                                                                 =========      =========

See accompanying Notes to Condensed Consolidated Financial Statements.

                                           2
</TABLE>

<PAGE>
<TABLE>
                                     US Airways Group, Inc.
                         Condensed Consolidated Statements of Cash Flows
                       Six Months Ended June 30, 1997 and 1996 (unaudited)
                                       (in thousands)

<CAPTION>
                                                                        1997        1996
                                                                     ---------    -------
<S>                                                                 <C>          <C>
Cash and cash equivalents beginning of period                       $  950,966   $881,854
                                                                     ---------    -------
Cash flows from operating activities
  Net income                                                           358,244    168,482
  Adjustments to reconcile net income to net cash
    provided by (used for) operating activities
      Depreciation and amortization                                    171,783    160,661
      Loss (gain) on disposition of property                           (16,521)     1,452
      Amortization of deferred gains and credits                       (13,842)   (13,832)
      Other                                                              2,800     43,846
      Changes in certain assets and liabilities
        Decrease (increase) in receivables                             (71,052)  (101,039)
        Decrease (increase) in materials and supplies, 
          prepaid expenses and pension assets                            1,926    (30,933)
        Increase (decrease) in traffic balances payable
          and unused tickets                                           120,158    220,374
        Increase (decrease) in accounts payable, accrued
          aircraft rent and other accrued expenses                    (215,063)   (19,268)
        Increase (decrease) in postretirement benefits other than 
          pensions, noncurrent                                          37,077     39,953
                                                                     ---------    -------
            Net cash provided by (used for) operating activities       375,510    469,696

Cash flows from investing activities
  Aircraft acquisitions and purchase deposits, net                     (12,395)   (10,987)
  Additions to other property                                          (75,609)   (77,163)
  Proceeds from disposition of property                                 45,837      7,067
  Decrease (increase) in short-term investments                        148,343   (442,697)
  Decrease (increase) in restricted cash and investments                 9,080     (1,466)
  Other                                                                  4,409    (11,444)
                                                                     ---------    -------
            Net cash provided by (used for) investing activities       119,665   (536,690)

Cash flows from financing activities
  Issuance of debt                                                           -    103,002
  Reduction of debt                                                    (50,598)  (144,671)
  Issuance of common stock                                              24,804      2,198
  Sale of treasury stock                                                 1,031          -
  Redemption of preferred stock, including redemption premiums        (126,173)         -
  Dividends paid on preferred stock                                   (159,455)         -
                                                                     ---------    -------
            Net cash provided by (used for) financing activities      (310,391)   (39,471)
                                                                     ---------    -------

Net increase (decrease) in cash and cash equivalents                   184,784   (106,465)
                                                                     ---------    -------
Cash and cash equivalents end of period                             $1,135,750   $775,389
                                                                     =========    =======

Noncash investing and financing activities
  Conversion of preferred stock into common stock                   $  283,723   $      -
  Treasury stock acquired for tax withholding on employee
    stock grants                                                    $    1,163   $      -
  Issuance of debt - refinancing of debt secured by aircraft        $        -   $159,998
  Reduction of debt - refinancing of debt secured by aircraft       $        -   $154,422
  Issuance of debt - aircraft acquisitions                          $        -   $ 13,784
  Underwriter's fees - refinancing of debt secured by aircraft      $        -   $  2,488

Supplemental Information
  Cash paid during the period for interest, net of
    amount capitalized                                              $  125,136   $129,918
  Net cash paid during the period for income taxes                  $   32,770   $  1,226


See accompanying Notes to Condensed Consolidated Financial Statements.
                                           3
</TABLE>


<PAGE>
                      US Airways Group, Inc.
       Notes to Condensed Consolidated Financial Statements
                            (Unaudited)


1.  Basis of Presentation

     The accompanying Condensed Consolidated Financial Statements 
include the accounts of US Airways Group, Inc. ("US Airways Group" 
or the "Company") and its wholly-owned subsidiaries US Airways, 
Inc. ("US Airways"), Piedmont Airlines, Inc., PSA Airlines, Inc., 
Allegheny Airlines, Inc., US Airways Leasing and Sales, Inc., US 
Airways Fuel Corporation, Material Services Company, Inc. and The 
OR Group, Inc. ( "OR Group").

     OR Group was a wholly-owned subsidiary of US Airways Group 
that was incorporated in February 1996 and dissolved in the fourth 
quarter of 1996. OR Group provided resource allocation consulting 
services and decision-making support systems to US Airways, which 
assumed these activities upon OR Group's dissolution.

     US Airways terminated its Airline Technical Services, LLC 
joint venture with a subsidiary of British Airways Plc ("British 
Airways") effective January 1997. No material charges resulted from 
its termination.

     Management believes that all adjustments necessary for a fair 
statement of results have been included in the Condensed 
Consolidated Financial Statements for the interim periods 
presented, which are unaudited. All significant intercompany 
accounts and transactions have been eliminated. The preparation of 
financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at 
the date of the financial statements and the reported amounts of 
revenues and expenses during the reporting period. Actual results 
could differ from those estimates.

     Certain 1996 amounts have been reclassified to conform with 
1997 classifications.

     These interim period Condensed Consolidated Financial 
Statements should be read in conjunction with the Consolidated 
Financial Statements contained in the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996.

2.  Income Per Common Share

     For the three months and six months ended June 30, 1997, 
approximately 2,463,000 incremental shares of Common Stock were 
included in the calculation of fully diluted income per common 
share as the result of applying the "treasury stock method" to 
outstanding stock options.  For both periods, the effects of 
assuming conversion of the Company's outstanding preferred stock 
issuances were dilutive and therefore included in the calculation, 
except for shares of Series F preferred stock which were redeemed 
in May 1997 (See Note 3, "Redeemable Preferred Stock").

     For both the three months and six months ended June 30, 1997, 
the income effects of assuming conversion of dilutive preferred 
stock issuances were approximately $18,053,000 and $38,561,000, 
respectively.  For the same periods, the share effects of assuming 
conversion of dilutive preferred stock issuances were approximately 
29,998,000 and 34,054,000 shares, respectively.

                                 4
<PAGE>
3.  Redeemable Preferred Stock

     On May 21, 1997, British Airways converted 28,059.364 shares 
of Series F Preferred Stock into 14,458,851 shares of Common Stock, 
which it then sold. On May 22, 1997, the Company redeemed the 
remaining outstanding shares of Series F Preferred Stock and all of 
the Series T Preferred Stock (both series were held exclusively by 
British Airways) for $126.2 million (which included a redemption 
premium of $5.2 million for the shares of Series F Preferred Stock 
redeemed and $0.8 million for the Series T Preferred Stock). The 
Company's board of directors declared regular quarterly dividends 
on the Series F and Series T Preferred Stock prior to the 
conversion and redemption transactions. As of May 22, 1997, British 
Airways held no ownership interest in the Company.

     During the first six months of 1997, the Company paid 
dividends totaling $108.2 million on its Series A, Series F and 
Series T Preferred Stock (see Note 7 to the Company's Annual Report 
on Form 10-K for the year ended December 31, 1996 for a description 
of each series), including payment of all dividends in arrears.

4.  Stockholders' Equity

     On April 17, 1997, the Company paid dividends of $46.6 million 
on its Series B Preferred Stock. With that payment, the Company had 
paid all dividends in arrears on its Series B Preferred Stock. The 
Company paid regular quarterly dividends on its Series B Preferred 
Stock on May 15, 1997. 

     On July 23, 1997, the Company's board of directors declared 
regular quarterly dividends of $4.7 million on its Series B 
Preferred Stock, to be paid on August 15, 1997.

5.  British Airways Plc Investment

     As discussed in Note 3, "Redeemable Preferred Stock," British 
Airways held no ownership interest in US Airways Group as of May 
22, 1997. As of December 31, 1996, the preferred stock held by 
British Airways represented approximately 23% of the total voting 
interest in the Company. 

6.  Select Financial Information - USAM Investments

     As of June 30, 1997, USAM owned 11% of the Galileo 
International Partnership ("GIP"), approximately 11% of the Galileo 
Japan Partnership ("GJP") and approximately 21% of the Apollo 
Travel Services Partnership ("ATS"). The following is summarized 
financial information for these partnerships (combined, in 
millions):

                         Three Months Ended    Six Months Ended
                               June 30,            June 30,
                         ------------------    ----------------
                          1997        1996      1997      1996
                          ----        ----      ----      ----
                             (Unaudited)          (Unaudited)

  Service revenues        $415        $375      $829      $751
  Cost and expenses        328         304       646       600
                          ----        ----      ----      ----
    Net earnings          $ 87        $ 71      $183      $151
                          ====        ====      ====      ====

     USAM received distributions from GIP, GJP and ATS of $2.1 
million, $0.2 million and $4.6 million, respectively, during the 
first six months of 1997. USAM received distributions from GIP, GJP 
and ATS of $1.5 million, $0.1 million and $39.8 million (including 
a special distribution from

                                 5
<PAGE>
ATS of $33.7 million during the second quarter of 1996), 
respectively, during the first six months of 1996.

     See Note 8, "Subsequent Events," regarding recent events 
involving USAM's ATS and GIP investments.

7.  Nonrecurring Items

     The Company's results for the first six months of 1997 include 
two Nonrecurring items totaling $26.8 million net expense 
recognized during the second quarter. US Airways reversed $1.5 
million of previously accrued lease obligations upon subleasing an 
additional British Aerospace BAe-146-200 aircraft (recorded as a 
credit to Aircraft rent expense). 

     US Airways also recognized nonrecurring expenses totaling 
$28.3 million related to efficiency measures announced during May 
1997: $6.9 million recorded in Personnel costs related to estimated 
employee severance payments; $2.9 million recorded in Other rent 
and landing fees related primarily to the write-off of lease 
obligations at certain facilities to be abandoned (net of any 
anticipated sublease revenues), and; $18.5 million recorded in 
Depreciation and amortization related primarily to the write-down 
of to-be-grounded McDonnell Douglas DC-9-30 ("DC-9") aircraft to 
estimated fair market value. The efficiency measures include the 
grounding of 22 excess aircraft, including five Fokker F28-4000 and 
17 DC-9 aircraft, the elimination of unprofitable jet service to 
nine cities (effective September 1997) and the elimination of other 
unprofitable routes, closing the flight crew base in Los Angeles 
and closing several reservations and maintenance facilities 
(operations at these locations will be consolidated into other 
existing facilities).

8.  Subsequent Events

     On July 30, 1997, Galileo International, Inc. ("Galileo") 
completed an initial public offering ("IPO") and used the proceeds, 
together with the proceeds of bank financing, to purchase ATS. 
Immediately preceding the IPO, GIP was merged with and into a 
wholly-owned limited liability company subsidiary of Galileo and 
USAM received shares in Galileo in the same proportion as its 
partnership interest in GIP. As part of the IPO, USAM sold some of 
its Galileo shares and its interest in Galileo was reduced from 11% 
to approximately 6.7%. USAM received proceeds of $62.2 million and 
recognized a pre-tax gain of approximately $48 million from the 
sell-down of its interest in Galileo and received proceeds of 
$162.0 million and recognized a pre-tax gain of approximately $130 
million in connection with the ATS sale.

     USAM will apply the provisions of Statement of Financial 
Accounting Standards No. 115, "Accounting for Certain Investments 
in Debt and Equity Securities," for its remaining investment in 
Galileo, which will be classified as "available for sale."







              (this space intentionally left blank)











                                 6


<PAGE>
<TABLE>
                                           US Airways, Inc.
                            Condensed Consolidated Statements of Operations
                      Three Months and Six Months Ended June 30, 1997 and 1996 (unaudited)
                                          (in thousands)

<CAPTION>
                                                  Three Months Ended        Six Months Ended
                                                      June 30,                  June 30,
                                               ----------------------    ----------------------
                                                  1997         1996         1997         1996
                                                  ----         ----         ----         ----
<S>                                           <C>          <C>          <C>          <C>
Operating Revenues
  Passenger transportation                    $1,856,497   $1,802,522   $3,609,811   $3,354,101
  Cargo and freight                               43,651       39,087       86,952       76,395
  US Airways Express transportation revenues     156,896            -      301,467            -
  Other                                          151,423      151,988      300,590      302,716
                                               ---------    ---------    ---------    ---------
    Total Operating Revenues                   2,208,467    1,993,597    4,298,820    3,733,212

Operating Expenses
  Personnel costs                                744,648      752,284    1,460,627    1,466,035
  Aviation fuel                                  187,512      188,080      400,451      360,840
  Commissions                                    153,149      150,229      288,850      273,764
  Aircraft rent                                   99,039       80,507      205,246      182,922
  Other rent and landing fees                     94,711      100,797      190,293      197,154
  Aircraft maintenance                            88,956       74,072      170,318      160,611
  Depreciation and amortization                   90,967       75,259      164,139      152,997
  US Airways Express capacity purchases          121,537            -      242,460            -
  Other, net                                     369,007      365,802      743,358      741,232
                                               ---------    ---------    ---------    ---------
    Total Operating Expenses                   1,949,526    1,787,030    3,865,742    3,535,555
                                               ---------    ---------    ---------    ---------

    Operating Income                             258,941      206,567      433,078      197,657

Other Income (Expense)
  Interest income                                 23,740       16,071       47,499       29,481
  Interest expense                               (64,916)     (70,621)    (132,166)    (142,068)
  Interest capitalized                             2,861        1,973        5,636        3,422
  Equity in earnings of affiliates                13,492       10,049       26,910       21,311
  Other, net                                       1,107           31       15,154         (371)
                                               ---------    ---------    ---------    ---------
    Other Income (Expense), Net                  (23,716)     (42,497)     (36,967)     (88,225)
                                               ---------    ---------    ---------    ---------

Income Before Taxes                              235,225      164,070      396,111      109,432
Provision for Income Taxes                        33,439        3,502       50,696        3,794
                                               ---------    ---------    ---------    ---------
Net Income                                    $  201,786   $  160,568   $  345,415   $  105,638
                                               =========    =========    =========    =========

See accompanying Notes to Condensed Consolidated Financial Statements.

                                           7
</TABLE>

<PAGE>
<TABLE>
                                           US Airways, Inc.
                                Condensed Consolidated Balance Sheets
                          June 30, 1997 (unaudited) and December 31, 1996
                          (dollars in thousands, except per share amount)

<CAPTION>
                                                                 June 30,     December 31,
                                                                   1997          1996
                                                                   ----          ----
                              ASSETS
<S>                                                            <C>           <C>
Current Assets
  Cash and cash equivalents                                    $1,134,728    $ 950,134
  Short-term investments                                          482,118      635,839
  Receivables, net                                                406,154      325,478
  Receivables from related parties, net                            43,191            -
  Materials and supplies, net                                     207,200      211,184
  Prepaid expenses and other                                      133,224      129,380
                                                                ---------    ---------
    Total Current Assets                                        2,406,615    2,252,015
Property and Equipment
  Flight equipment                                              4,970,435    4,972,873
  Ground property and equipment                                 1,103,504    1,087,178
  Less accumulated depreciation and amortization               (2,505,043)  (2,381,844)
                                                                ---------    ---------
                                                                3,568,896    3,678,207
  Purchase deposits                                                84,620       77,620
                                                                ---------    ---------
    Total Property and Equipment, Net                           3,653,516    3,755,827
Other Assets
  Goodwill, net                                                   486,486      494,511
  Other intangibles, net                                          279,029      283,274
  Other assets, net                                               610,147      606,906
                                                                ---------    ---------
    Total Other Assets                                          1,375,662    1,384,691
                                                                ---------    ---------
                                                               $7,435,793   $7,392,533
                                                                =========    =========

       LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities
  Current maturities of long-term debt                         $  103,204   $   84,171
  Accounts payable                                                343,951      420,388
  Payable to related parties, net                                       -      193,860
  Traffic balances payable and unused tickets                     835,734      715,576
  Accrued aircraft rent                                           478,900      495,662
  Other accrued expenses                                          782,365    1,073,773
                                                                ---------    ---------
    Total Current Liabilities                                   2,544,154    2,983,430
Long-Term Debt, Net of Current Maturities                       2,545,231    2,614,818
Deferred Credits and Other Liabilities
  Deferred gains, net                                             343,378      356,583
  Postretirement benefits other than pensions, noncurrent       1,130,346    1,093,269
  Noncurrent employee benefit liabilities and other               612,424      429,588
                                                                ---------    ---------
    Total Deferred Credits and Other Liabilities                2,086,148    1,879,440
Commitments and Contingencies
Stockholder's Equity (Deficit)
  Common stock, par value $1 per share,
    authorized 1,000 shares, issued and
    outstanding 1,000 shares                                            1            1
  Paid-in capital                                               2,416,131    2,416,131
  Retained earnings (deficit)                                  (2,120,663)  (2,466,078)
  Adjustment for minimum pension liability                        (35,209)     (35,209)
                                                                ---------    ---------
    Total Stockholder's Equity (Deficit)                          260,260      (85,155)
                                                                ---------    ---------
                                                               $7,435,793   $7,392,533
                                                                =========    =========

See accompanying Notes to Condensed Consolidated Financial Statements.

                                           8
</TABLE>

<PAGE>
<TABLE>
                                        US Airways, Inc.
                          Condensed Consolidated Statements of Cash Flows
                        Six Months Ended June 30, 1997 and 1996 (unaudited)
                                       (in thousands)

<CAPTION>
                                                                            1997       1996
                                                                            ----       ----
<S>                                                                     <C>          <C>
Cash and cash equivalents beginning of period                           $  950,134   $879,613
                                                                         ---------    -------
Cash flows from operating activities
  Net income                                                               345,415    105,638
  Adjustments to reconcile net income to net
    cash provided by (used for) operating activities
      Depreciation and amortization                                        164,139    152,997
      Loss (gain) on disposition of property                               (16,590)     1,421
      Amortization of deferred gains and credits                           (13,205)   (13,206)
      Other                                                                 (1,027)    22,789
  Changes in certain assets and liabilities
    Decrease (increase) in receivables                                    (123,867)  (101,811)
    Decrease (increase) in materials and supplies, prepaid expenses
      and pension assets                                                    (4,499)   (25,530)
    Increase (decrease) in traffic balances payable and unused tickets     120,158    232,026
    Increase (decrease) in accounts payable, accrued
      aircraft rent and other accrued expenses                            (396,353)    53,255
    Increase (decrease) in postretirement benefits other than
      pensions, noncurrent                                                  37,077     39,953
                                                                         ---------    -------
        Net cash provided by (used for) operating activities               111,248    467,532

Cash flows from investing activities
  Aircraft acquisitions and purchase deposits, net                         (12,395)   (10,987)
  Additions to other property                                              (70,999)   (73,628)
  Proceeds from disposition of property                                     45,462      6,950
  Decrease (increase) in short-term investments                            148,343   (442,697)
  Decrease (increase) in restricted cash and investments                     9,080     (1,466)
  Other                                                                      4,409    (11,444)
                                                                         ---------    -------
        Net cash provided by (used for) investing activities               123,900   (533,272)

Cash flows from financing activities
  Issuance of debt                                                               -    103,002
  Reduction of debt                                                        (50,554)  (142,517)
                                                                         ---------    -------
        Net cash provided by (used for) financing activities               (50,554)   (39,515)
                                                                         ---------    -------

Net increase (decrease) in cash and cash equivalents                       184,594   (105,255)
                                                                         ---------    -------

Cash and cash equivalents end of period                                 $1,134,728   $774,358
                                                                         =========    =======

Noncash investing and financing activities
  Issuance of debt - refinancing of debt secured by aircraft            $        -   $159,998
  Reduction of debt - refinancing of debt secured by aircraft           $        -   $154,422
  Reduction of parent company debt - aircraft acquisitions              $        -   $ 68,640
  Issuance of debt - aircraft acquisitions                              $        -   $ 13,784
  Underwriter's fees - refinancing of debt secured by aircraft          $        -   $  2,488

Supplemental Information
  Cash paid during the period for interest, net of amount capitalized   $  125,093   $127,571
  Net cash paid during the period for income taxes                      $   32,678   $    753


See accompanying Notes to Condensed Consolidated Financial Statements.

                                           9
</TABLE>


<PAGE>
                         US Airways, Inc.
        Notes to Condensed Consolidated Financial Statements
                            (Unaudited)


1.  Basis of Presentation

     The accompanying Condensed Consolidated Financial Statements 
include the accounts of US Airways, Inc. ("US Airways") and its 
wholly-owned subsidiary USAM Corp. ("USAM"). US Airways is a 
wholly-owned subsidiary of US Airways Group, Inc. ("US Airways 
Group").

     US Airways terminated its Airline Technical Services, LLC 
joint venture with a subsidiary of British Airways Plc effective 
January 1997. No material charges resulted from its termination.

     Management believes that all adjustments necessary for a fair 
statement of results have been included in the Condensed 
Consolidated Financial Statements for the interim periods 
presented, which are unaudited. All significant intercompany 
accounts and transactions have been eliminated. The preparation of 
financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at 
the date of the financial statements and the reported amounts of 
revenues and expenses during the reporting period. Actual results 
could differ from those estimates.

     Certain 1996 amounts have been reclassified to conform with 
1997 classifications.

     These interim period Condensed Consolidated Financial 
Statements should be read in conjunction with the Consolidated 
Financial Statements contained in US Airways' Annual Report on Form 
10-K for the year ended December 31, 1996.

2.  Select Financial Information - USAM Investments

     Please refer to Note 6 in US Airways Group's "Notes to 
Condensed Consolidated Financial Statements" on Page 5 of this 
report.

3.  Nonrecurring Items

     Please refer to Note 7 in US Airways Group's "Notes to 
Condensed Consolidated Financial Statements" on Page 6 of this 
report.

4.  Subsequent Events

     Please refer to Note 8 in US Airways Group's "Notes to 
Condensed Consolidated Financial Statements" on Page 6 of this 
report.






              (this space intentionally left blank)


                                10
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.


                              General

     Item 2 of this report should be read in conjunction with Item 
7 of US Airways Group, Inc.'s ("US Airways Group" or the "Company") 
and US Airways, Inc.'s ("US Airways") Annual Report to the United 
States Securities and Exchange Commission ("SEC") on Form 10-K for 
the year ended December 31, 1996. The information contained herein 
is not a comprehensive management overview and analysis of the 
financial condition and results of operations of the Company and US 
Airways, but rather updates disclosures made in the aforementioned 
filing.

     Certain information contained in Item 2 of this report should 
be considered "forward-looking information" which is subject to a 
number of risks and uncertainties. The preparation of forward-
looking information requires the use of estimates of future 
revenues, expenses, activity levels and economic and market 
conditions, many of which are outside the Company's control. Among 
the specific factors that could cause actual results to differ 
materially from those set forth in the forward-looking information 
are the following: labor costs, aviation fuel costs, competitive 
pressures from low cost competition, weather conditions, consumer 
perceptions of the Company's products, demand for air 
transportation and other risks listed from time to time in the 
Company's reports to the SEC. Other factors and assumptions not 
identified above are also involved in the preparation of forward-
looking information, and the failure of such other factors and 
assumptions to be realized may also cause actual results to differ 
materially from those discussed. The Company assumes no obligation 
to update such estimates to reflect actual results, changes in 
assumptions or changes in other factors affecting such estimates.

     Except where noted, the following discussion relates primarily 
to the financial condition, results of operations and future 
prospects of US Airways. US Airways is the Company's principal 
subsidiary, accounting for approximately 92% of the Company's 
operating revenues for the first six months of 1997 on a 
consolidated basis. 


                        Financial Overview

     For the second quarter of 1997, the Company's operating income 
was $255.5 million, net income was $205.6 million (the Company's 
Condensed Consolidated Statements of Operations are contained in 
Part I, Item 1A of this report) and income per common share (or 
"EPS") was $2.46 and $1.92 on a primary and fully diluted basis, 
respectively. The Company's second quarter 1997 results for 
operating revenues, operating income and net income were company 
records for a quarter. For the first six months of 1997, operating 
income was $431.2 million, net income was $358.2 million and EPS 
was $4.48 on a primary basis and $3.37 on a fully diluted basis. 
See also "Results of Operations" below.

     US Airways recorded net income of $201.8 million and $345.4 
million for the second quarter of 1997 and for the first six months 
of 1997, respectively. US Airways' financial results include the 
financial results of its wholly-owned subsidiary USAM Corp. 
("USAM") and are significantly influenced by related party 
transactions.


            Update on US Airways' Competitive Position

     Two of US Airways' three primary low cost, low fare 
competitors, Southwest Airlines, Inc. ("Southwest") and ValuJet 
Airlines, Inc. ("ValuJet"), increased service within the Eastern 
United States during the first half of 1997. These competitors, 
along with "Delta Express," each have a significant cost advantage 
over US Airways, particularly with regard to personnel costs. US 
Airways' cost structure continues to be the highest of all major 
domestic air carriers. In addition,

                               11
<PAGE>
other low cost, low fare air carriers have introduced and/or 
expanded operations within the Eastern U.S. during the first six 
months of 1997. The Company's airline subsidiaries have a majority 
of their operations within the Eastern U.S. By the end of July 
1997, US Airways had low cost, low fare competition overlapping 
approximately 59% of its traffic base compared to approximately 43% 
as of March 1, 1997. Direct competition with low cost, low fare air 
carriers or operations has typically resulted in the dilution of 
yield realized by the Company's airline subsidiaries, depending on 
the number of markets affected. 

     Southwest added one-stop same-plane transcontinental service 
between Baltimore/ Washington International Airport ("BWI") and 
Oakland and Los Angeles (see below for recent developments 
regarding US Airways' operations at BWI) during June 1997. In 
addition, Southwest has announced that it will add additional 
service at Tampa, Orlando, Nashville, Providence, Kansas City, 
Albuquerque and Austin during September 1997.

     ValuJet resumed service to Charlotte on May 15, 1997, but has 
announced that it will discontinue this service September 3, 1997. 
In addition, ValuJet recently reinstated service to Washington's 
Dulles International Airport, Philadelphia and Boston. The 
Company's airline subsidiaries have operations at all four 
locations and the major airports at Charlotte and Philadelphia are 
two of US Airways' hubs. ValuJet, which operated 51 aircraft prior 
to its service reduction during the summer of 1996, operated 15 
aircraft as of December 31, 1996 and currently operates 30 
aircraft. Prior to Valujet's service reduction, more than 35% of US 
Airways' traffic base overlapped Valujet's route structure. The 
Company is unable to predict whether ValuJet's capacity in markets 
also served by US Airways will eventually match or exceed previous 
levels.

     The route network and capacity of Delta Express, the low cost, 
low fare product offered by Delta Airlines, Inc. ("Delta"), has 
remained relatively unchanged since January 1997. The Company is 
unable to predict if Delta will expand Delta Express, which 
currently operates exclusively within the Eastern U.S.

     During April and May of 1997, the Company's senior management 
engaged in a series of presentations to the Company's employees to 
explain and emphasize their view that the Company must obtain a 
competitive cost structure in order to implement the strategy of 
becoming an effective global competitor. In particular, senior 
management identified reductions in personnel costs as being the 
key to the implementation of a competitive cost structure; 
generally, a labor cost structure that is comparable with US 
Airways' major competitors for mainline operations-American 
Airlines, Inc., Delta, Northwest Airlines, Inc. and United Air 
Lines Inc.-and Delta Express and Southwest for US Airways' low cost 
response. In the presentations, senior management stated its view 
that a competitive cost structure was necessary in order for the 
Company to compete with low cost air carriers such as Southwest, 
Delta Express and ValuJet, which have continued their rapid 
expansion in Eastern U.S. markets, and for the Company to be in a 
position to proceed with its planned purchase of approximately 400 
Airbus Industrie ("Airbus") aircraft. The Company's senior 
management further indicated that not obtaining a competitive cost 
structure could result in, among other things: (i) downsizing BWI 
operations; (ii) reducing Florida service; (iii) terminating 
unprofitable east/west and north/south routes; (iv) reducing 
aircraft types and achieving aircraft fleet rationalization; (v) 
not affirming the order for Airbus aircraft, and; (vi) making other 
operational changes to implement a "right-sizing" strategy. If and 
to the extent that the alternatives pursued include reducing 
operations, the Company could incur charges such as those related 
to any resulting decrease in value of assets employed in such 
operations. No final decisions have been made with respect to such 
alternatives and, accordingly, the Company cannot determine the 
amount of any such possible charges. As of the date of this report, 
the Company has been unsuccessful in its attempts to achieve 
meaningful wage and productivity changes from US Airways' organized 
labor groups.

                                12
<PAGE>
                        Efficiency Measures

     The Company announced certain "efficiency measures" during May 
1997. These efficiency measures primarily relate to US Airways 
reducing flying on some of its most unprofitable routes and closing 
excess facilities. The actions are part of the Company's plan to 
ensure that it has the strongest possible foundation as decisions 
are made about its ultimate strategic direction (as discussed in 
the preceding paragraph). These actions include:

    - Removing 22 excess aircraft from US Airways' operating
      fleet, including US Airways' last five Fokker F28-4000
      aircraft and 17 older McDonnell Douglas DC-9-30 ("DC-9")
      aircraft in the coming months;
    - Ending unprofitable jet service to nine cities and
      eliminating other routes that have not been profitable;
    - Reducing capacity (as measured by available seat miles or
      "ASMs"), resulting in a year-over-year decrease of
      approximately 6.5% by Summer 1998;
    - Closing the flight crew base in Los Angeles for pilots and
      flight attendants by February 1998 (US Airways maintains 7
      crew bases in other locations);
    - Consolidating reservations operations by closing
      reservations centers in Utica (NY) and Nashville in October
      1997 (US Airways maintains reservations centers in seven
      other cities), and;
    - Closing maintenance facilities at Greensboro (NC), Winston-
      Salem (NC) (except for a landing gear shop) and Roanoke (VA)
      by the end of 1998 (maintenance work currently performed at
      these cities will be shifted to other locations).

     The Company is working closely with union leaders and employee 
groups to minimize to the greatest degree possible the impact of 
changes in operations on affected employees. However, the Company 
expects these actions will result in the furlough of approximately 
1,150 US Airways employees. 

     These efficiency measures resulted in nonrecurring expenses 
totaling $28.3 million (see "Results of Operations" below). 
Although the Company believes that the reduction in capacity 
resulting from the aircraft retirements may result in decreased 
operating revenues, it anticipates that these actions will result 
in relative decreases in certain operating expenses, primarily 
those linked to capacity and traffic levels.

     US Airways moved a majority of its international operations at 
BWI to Philadelphia effective June 15, 1997. These schedule 
adjustments were made to further enhance the efficiency of US 
Airways' route network and take advantage of the traffic base and 
connection opportunities provided by US Airways' facilities at 
Philadelphia, US Airways' primary international gateway. These 
schedule adjustments have resulted in the elimination of 
approximately 240 full-time and part-time customer service and 
maintenance positions at BWI.


    Resumption of Regular Dividend Payments on Preferred Stock
                 and British Airways' Divestiture

     On March 26, 1997, the Company paid dividends totaling $34.8 
million to the holders of its Series A, Series F and Series T 
Preferred Stock and the Company's board of directors declared 
dividends of $46.6 million on the Company's Series B Preferred 
Stock (see Note 7 and Note 8 to the Company's Annual Report on Form 
10-K for the year ended December 31, 1996 for a description of each 
of the Company's preferred stock issuances). After payment of the 
Series B Preferred Stock dividends during May 1997, the Company had 
paid all dividends in arrears (including penalty dividends on the 
deferred dividends) and had resumed regular quarterly dividend 
payments on all of its outstanding preferred stock issuances. 

                                13
<PAGE>
     During May 1997, British Airways Plc ("British Airways") 
converted 28,059.364 shares of Series F Preferred Stock into 
14,458,851 shares of Common Stock, which it then sold. Also during 
May 1997, the Company redeemed the remaining shares of Series F 
Preferred Stock and all of the Series T Preferred Stock (both 
series were held exclusively by British Airways). The Company's 
board of directors declared regular quarterly dividends on the 
Series F and Series T Preferred Stock prior to the conversion and 
redemption transactions. After the conversion and redemption 
transactions, British Airways held no ownership interest in the 
Company (see also "Liquidity and Capital Resources" below).

     Future dividend payments by the Company are primarily 
dependent on the Company's future financial performance and 
decisions by its board of directors. There can be no assurance that 
the Company's current positive financial performance will continue 
or if the Company will be able to maintain a capital surplus 
position based on its balance sheet, as defined under the laws of 
the State of Delaware.

     Sections 382 and 383 of the Internal Revenue Code and the 
regulations thereunder impose limitations on the utilization of net 
operating loss and credit carryforwards if a corporation has had a 
"change of control" as defined therein. Generally, a change of 
control occurs if the corporation experiences more than a 50% 
ownership change over a rolling three year testing period. In 
general, if a corporation has a change of control, the amount of 
loss carryforwards and credits that can be used in any subsequent 
year are limited to an amount equal to the product of the value of 
the corporation's stock immediately prior to the change multiplied 
by the "long-term tax exempt rate," as defined by the U.S. Internal 
Revenue Service. The Company does not believe it had experienced a 
change of control before the British Airways transactions discussed 
above, nor does it believe that those transactions caused a change 
of control. As of December 31, 1996 the Company had approximately 
$1.5 billion unused net operating loss carryforward, $375 million 
alternative net operating loss carryforward, $50 million of 
investment tax credits, and $33 million alternative minimum tax 
credits. The Company expects to use a significant portion of these 
carryforwards during 1997.


                         USAM's Investments

     On July 30, 1997, Galileo International, Inc. ("Galileo") 
completed an initial public offering ("IPO") and used the proceeds, 
together with the proceeds of bank financing, to purchase Apollo 
Travel Services Partnership ("ATS"). USAM owned approximately 21% 
of ATS. Immediately preceding the IPO, Galileo International 
Partnership ("GIP") was merged with and into a wholly-owned limited 
liability company subsidiary of Galileo and USAM received shares in 
Galileo in the same proportion as its partnership interest in GIP. 
As part of the IPO, USAM sold some of its Galileo shares and its 
interest in Galileo was reduced from 11% to approximately 6.7%. 
USAM received proceeds of $62.2 million and recognized a pre-tax 
gain of approximately $48 million from the sell-down of its 
interest in Galileo and received proceeds of $162.0 million and 
recognized a pre-tax gain of approximately $130 million in 
connection with the ATS sale

     USAM will apply the provisions of Statement of Financial 
Accounting Standards No. 115, "Accounting for Certain Investments 
in Debt and Equity Securities," for its remaining investment in 
Galileo, which will be classified as "available for sale." 


                        US Airways Shuttle

     On March 31, 1997, the Company exercised its right to commence 
a procedure to value Shuttle, Inc. ("Shuttle"), the owner of the US 
Airways Shuttle, in accordance with the agreement between the 
Company, lenders to Shuttle and Shuttle's stockholders. Following 
the establishment of such a value, the Company has an option to 
purchase Shuttle at the established value. If the Company declines 
to do so, it will continue to have a right of first refusal with 
respect to any other agreement

                                14
<PAGE>
to purchase the assets or capital stock of Shuttle. Initiation of 
the valuation procedure does not represent a commitment by the 
Company to purchase Shuttle and there can be no assurance that any 
such purchase will occur. Any decision by the Company to purchase 
Shuttle either through the valuation procedure or the right of 
first refusal will be made based on prices and related business 
considerations.

     The US Airways Shuttle currently operates a fleet of 12 Boeing 
727-200 aircraft and provides high frequency service from New York 
to Boston and Washington, DC. 


                         Other Information

     On August 5, 1997, President Clinton signed legislation 
extending federal excise taxes on air transportation from October 
1, 1997 through September 30, 2007. In addition, effective 
October 1, 1997, the legislation reduces the domestic ticket tax 
from the current level of 10% of fare to 9.0% (decreasing to 8.0% 
on October 1, 1998 and to 7.5% on October 1, 1999), adds a new 
segment tax of $1.00 (which increases to $3.00 by the year 2002), 
changes the current $6.00 international departure tax to $12.00 and 
adds a $12.00 international arrival tax. The legislation also adds 
a new 7.5% tax effective October 1, 1997 on certain purchases of 
frequent traveler miles from domestic air carriers. The Company 
does not believe that the new ticket tax structure will have a 
material adverse effect on its liquidity, financial condition or 
results of operations. 

     US Airways' added a second daily non-stop flight between 
Philadelphia and Paris on June 14, 1997. However, US Airways will 
discontinue service from Boston to Frankfurt during October 1997. 
US Airways, however, continues to explore additional international 
opportunities and has filed with the Department of Transportation 
("DOT") to serve London's Heathrow Airport from Boston, Charlotte, 
Philadelphia and Pittsburgh.

     During July 1997, electronic ticketing sales for travel on US 
Airways and its regional affiliates reached 19% of all ticket 
sales. The Company, whose "E-ticket" program was launched in April 
1996, believes that electronic ticketing helps reduce distribution 
costs.

     On January 30, 1997, US Airways' passenger service employees 
voted against representation by the Communications Workers of 
America ("CWA") in an election monitored by the National Mediation 
Board ("NMB"). However, on June 20, 1997, the NMB ordered that a 
new representation election be held for these employees, currently 
approximately 9,200 employees, because of alleged interference by 
US Airways with the January election. US Airways has filed an 
action challenging this order in federal court. The re-run election 
is currently scheduled for August 1997 with ballots scheduled to be 
counted in September 1997.

     The Federal Aviation Administration has proposed new 
regulations that would require certain commercial passenger 
aircraft to have cargo hold fire detection/suppression systems. The 
proposed regulations, subject to DOT approval, would affect US 
Airways' Boeing 737-Series and McDonnell Douglas MD-80 and DC-9 
aircraft (the other aircraft types in US Airways' operating fleet 
already have such systems). US Airways estimates that compliance 
with the proposal, as currently drafted, would cost approximately 
$22 million over the recommended three-year phase-in period. The 
Company is unable to predict whether or when the proposed 
regulations will be adopted or if any such regulations, if adopted, 
would differ materially from the current proposed regulations.

Results of Operations

     The following section includes information related to changes 
in certain line categories on the Company's Condensed Consolidated 
Statements of Operations and in select US Airways operating

                                15
<PAGE>
and financial statistics. Except where noted, statistics refer to 
scheduled service only (excludes charter service).
 
              Three Month Period Ended June 30, 1997
                         Compared With the
              Three Month Period Ended June 30, 1996

Operating Revenues (See also "Select US Airways Operating and 
Financial Statistics" below):

Passenger Transportation - US Airways' Passenger transportation 
revenues increased $54.0 million, or 3.0%, resulting from a 9.1% 
increase in revenue passenger miles ("RPMs") partially offset by 
the effects of a 5.6% decrease in yield. The second quarter has 
historically been the Company's best quarter in terms of Passenger 
transportation revenues primarily due to higher levels of business 
traffic and North-South leisure traffic. 

Cargo and freight - Increased primarily due to volume factors.

Other Operating Revenues - Revenues from partners in US Airways 
Dividend Miles frequent traveler program and rebooking fees both 
increased. Wet lease revenues decreased approximately $3.7 million 
quarter-over-quarter due to the phase-out of this arrangement with 
British Airways during second quarter 1996. Changes in components 
of Other operating revenues are largely offset by correlating 
changes in operating expenses, primarily those recorded as Other 
operating expenses, net. US Airways' results include certain 
transactions with related parties that are eliminated at the US 
Airways Group level.

     US Airways' Operating Revenues include the line item "US 
Airways Express transportation revenues." Effective October 1, 
1996, US Airways began purchasing all of the capacity (ASMs) 
generated by the Company's three wholly-owned regional air carriers 
and, concurrently, recognizes the passenger transportation revenues 
that result from passengers being carried by these companies. The 
rate per ASM that US Airways pays is based on estimates of the 
costs incurred to produce the capacity. The program is designed to 
reflect the reality of US Airways' relationship with the Company's 
regional airline subsidiaries-US Airways controls the markets these 
air carriers operate in, the marketing programs and the fares 
charged. US Airways' revenues from this program are reclassified to 
Passenger transportation revenues and the related expenses 
eliminated during the consolidation of the Company's results of 
operations.

Operating Expenses (see also "Select US Airways Operating and 
Financial Statistics" below):

Nonrecurring Items - US Airways recognized nonrecurring expenses 
totaling $28.3 million during second quarter 1997 related to 
certain efficiency measures (see "Efficiency Measures" above). The 
table below shows where these Nonrecurring items were recorded in 
the Company's Condensed Consolidated Statements of Operations 
(dollars in millions).

                              Severance
                              payments  Aircraft 	Facilities Totals
                              --------  -------- ---------- ------
Operating Expenses
  Personnel costs                 $6.9         -          -  $ 6.9
  Other rent and landing fees        -         -       $2.9    2.9
  Depreciation and amortization      -     $18.1         .4  	18.5
                                   ---      ----        ---   ----
                                  $6.9     $18.1       $3.3 	$28.3
                                   ===      ====        ===   ====

     The Aircraft charge relates to the write-down of to-be-
grounded DC-9 aircraft to estimated fair market value and the 
Facilities charges relate primarily to the write-off of leasehold 
improvements and the accrual of lease obligations at certain 
facilities to be abandoned (net of any anticipated

                                16
<PAGE>
sublease revenues). In addition, US Airways recorded a Nonrecurring 
item of $1.5 million (a credit to Aircraft rent expense) during the 
second quarter of 1997 upon subleasing an additional British 
Aerospace BAe-146-200 ("BAe-146") aircraft.
 
     During the second quarter of 1996, US Airways recognized two 
Nonrecurring items related to its BAe-146 aircraft. A credit of 
$22.5 million, a reversal of previously accrued lease obligations, 
was recorded in Aircraft rent and a credit of $7.0 million, a 
reversal of previously accrued lease return provisions, was 
recognized in Aircraft maintenance. The credits were associated 
with US Airways' subleasing of eleven of these aircraft.

Personnel Costs - Excluding Nonrecurring items (see above), 
Personnel costs decreased $12.3 million. Expenses associated with 
stock appreciation rights ("SARs") were $20.2 million during the 
second quarter of 1997 (no such expenses during second quarter 
1996). The Company recognized profit sharing expenses associated 
with US Airways' 1992 Salary Reduction Program of $41.2 million 
during the second quarter of 1996 (no such expenses during second 
quarter 1997). In addition, defined benefit pension and 
postretirement benefits expenses decreased quarter-over-quarter 
primarily due to higher interest rates (discount factors) used for 
1997 calculations.

Aviation Fuel - A decrease in the average cost of aviation fuel per 
gallon offset an increase in gallons of aviation fuel consumed. 
Effective for 1997, the Company classifies fuel taxes as an element 
of Aviation fuel expense. These expenses were previously an element 
of Other operating expense (prior period results have been 
reclassified for comparability purposes). 

Aircraft Rent - Relatively unchanged if Nonrecurring items (see 
above) are excluded.

Aircraft Maintenance - Excluding Nonrecurring items (see above), 
costs increased $7.4 million. The increase is attributable to an 
increase in the cost of certain JT8D jet engine parts and timing 
factors. US Airways is realizing savings from the "power-by-the-
hour" maintenance contract covering its CFM-56 and CF-6 jet engines 
which began during the fourth quarter of 1996.

Depreciation and Amortization - Decreased $2.9 million if 
Nonrecurring items (see above) are excluded.

Other Operating Expenses, Net - Increased primarily due to 
increases in certain sales and traffic-related expenses (most 
notably, credit card expenses). Expenses related to the wet lease 
arrangement with British Airways decreased $3.7 million (see also 
Other Operating Revenues above). See also Aviation Fuel above 
related to fuel taxes.

     US Airways' Operating Expenses include the line item "US 
Airways Express capacity purchases." These expenses, which are 
eliminated during the consolidation of the Company's results of 
operations, are discussed under Operating Revenues above.

Other Income (Expense):

Equity in Earnings of Affiliates - Results for all three of USAM's 
computer reservation system ("CRS") investments improved primarily 
due to continued increases in airline industry passenger volumes. 
See also "USAM's Investments" above.

Provision for Income Taxes - Increased primarily due to increased 
pre-tax income and an increase in the Company's effective tax rate 
as of a result of the Company's projected utilization of all 
remaining alternative minimum tax net operating loss carryforwards 
during 1997.

Income per Common Share - In May 1997, most of the Series F 
Preferred Stock was converted into 14,458,851 shares of Common 
Stock. On a weighted average basis, this had the effect of 
increasing

                                17
<PAGE>
shares used for calculating primary EPS for the second quarter of 
1997 by approximately 6.5 million (see Note 2 to the Company's 
Condensed Consolidated Financial Statements contained in Part I, 
Item 1A of this report for additional information related to the 
Company's EPS calculations). In February 1997, the Financial 
Accounting Standards Board (the "FASB") adopted Statement No. 128, 
"Earnings per Share" ("SFAS 128"). This statement specifies new 
computation, presentation and disclosure requirements for reporting 
income per common share. The provisions of SFAS 128 preclude the 
Company from implementing the new standard prior to December 31, 
1997. The Company believes that the implementation of SFAS 128 will 
not have a material impact on its income per common share 
disclosures for the first period affected or on prior period income 
per common share amounts, which must be restated to conform with 
the provisions of SFAS 128.

Supplemental Information - In June 1997, the FASB adopted 
Statements of Financial Accounting Standards No. 130, "Reporting 
Comprehensive Income," ("SFAS 130") and No. 131, "Disclosures About 
Segments of an Enterprise and Related Information" ("SFAS 131"). 
SFAS 130 establishes standards for the reporting and presentation 
of comprehensive income and its components in financial statements. 
SFAS 131 establishes standards for defining operating segments and 
the reporting of certain information regarding operating segments. 
The Company believes that neither SFAS 130 nor SFAS 131 will have 
an effect on the Company's liquidity, financial condition or 
results of operations as both standards are informational only. If 
the Company determines that it has a reporting obligation under 
either or both new standards, the necessary information will be 
disclosed as part of the Company's financial reporting of its full-
year 1998 financial results.

               Six Month Period Ended June 30, 1997
                         Compared With the
               Six Month Period Ended June 30, 1996

Operating Revenues (See also "Select US Airways Operating and 
Financial Statistics" below):

Passenger Transportation - US Airways' Passenger transportation 
revenues increased $255.7 million, or 7.6%, resulting from a 11.2% 
increase in RPMs offset by the effects of a 3.2% decrease in yield. 
The Company estimates that severe winter weather within the Eastern 
U.S. and the partial Federal Government shutdown adversely affected 
first quarter 1996 revenues by approximately $55 million. 

Cargo and freight - Increased primarily due to volume factors.

Other Operating Revenues - Increased primarily due to increased 
revenues from partners in US Airways' Dividend Miles frequent 
traveler program and from reservation rebooking fees offset by 
decreased wet lease revenues. Wet lease revenues decreased $12.6 
million because the arrangement was phased-out during the first 
half of 1996. Changes in the components of Other operating revenues 
are largely offset by correlating changes in related operating 
expenses, primarily those recorded as Other operating expenses, 
net. US Airways' results include certain transactions with related 
parties that are eliminated at the US Airways Group level.

     US Airways' Operating Revenues include the line item "US 
Airways Express transportation revenues." This activity is 
discussed in the quarter-over-quarter comparison above. 

Operating Expenses (see also "Select US Airways Operating and 
Financial Statistics" below):

Nonrecurring Items - The Company's Operating Expenses for both 1997 
and 1996 include the Nonrecurring items discussed above in the 
quarter-over-quarter comparison.

Personnel Costs - Relatively unchanged if Nonrecurring items (see 
above) are excluded. Expenses associated with stock appreciation 
rights ("SARs") were $25.7 million during the first six months

                                18
<PAGE>
of 1997 (no such expenses during the first six months of 1996). The 
Company recognized profit sharing expenses associated with US 
Airways' 1992 Salary Reduction Program of $41.2 million during the 
first six months of 1996 (none during 1997). In addition, defined 
benefit pension and postretirement benefits expenses decreased 
period-over-period primarily due to higher interest rates (discount 
factors) used for 1997 calculations. 

Aviation Fuel - The average cost of aviation fuel per gallon and 
gallons of aviation fuel consumed both increased.

Aircraft Rent - Excluding the effects of the Nonrecurring items 
(see above), costs increased due primarily to a rent expense 
adjustment totaling $7.2 million recorded during the first quarter 
of 1997 related to certain US Airways F28-4000 aircraft.

Aircraft Maintenance - Excluding the effects of Nonrecurring items, 
timing factors and an increase in the cost of certain JT8D jet 
engine parts offset savings US Airways is realizing from the 
"power-by-the-hour" maintenance contract covering its CFM-56 and 
CF-6 jet engines.

Depreciation and Amortization - Excluding Nonrecurring items (see 
above), expense decreased $7.4 million.

Other Operating Expenses, Net - Wet lease expenses decreased $12.6 
million (see also Other Operating Revenues above). This decrease 
was more than offset by increases in certain sales and traffic-
related expenses (most notably, credit card expenses).

     US Airways' Operating Expenses include the line item "US 
Airways Express capacity purchases." These expenses, which are 
eliminated during the consolidation of the Company's results of 
operations, are discussed under Operating Revenues above.

Other Income (Expense):

Equity in Earnings of Affiliates - Results for all three of USAM's 
CRS investments improved primarily due to increases in airline 
industry passenger volumes.

Other, Net - Results for the first six months of 1997 include gains 
totaling $18.0 million related to US Airways' sale of eleven 
B737-200 and one F28-4000 aircraft.

Provision for Income Taxes - Increased primarily due to increased 
income and an increase in the Company's effective tax rate as of a 
result of the Company's projected utilization of all remaining 
alternative minimum tax net operating loss carryforwards during 
1997.

Income per Common Share - In May 1997, most of the Series F 
Preferred Stock was converted into 14,458,851 shares of Common 
Stock. On a weighted average basis, this had the effect of 
increasing shares used for calculating primary EPS for the first 
six months of 1997 by approximately 3.3 million.



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                                19


<PAGE>
<TABLE>
                                                      Select US Airways
                                    Financial and Operating Statistics (see Note 1 below)
<CAPTION>
                                                 Three Months                       Six Months
                                                 Ended June 30,     Increase      Ended June 30,     Increase
                                                1997        1996   (Decrease)    1997        1996   (Decrease)
                                               ------      ------   --------    ------      ------   --------
<S>                                            <C>         <C>       <C>        <C>         <C>       <C>
Revenue passengers (thousands)*                15,533      14,961     3.8 %     29,400      27,899     5.4 %
Total RPMs (millions) (Note 2)                 11,003      10,131     8.6 %     20,951      18,920    10.7 %
RPMs (millions)*                               10,953      10,044     9.1 %     20,853      18,753    11.2 %
Total ASMs (millions) (Note 3)                 14,922      14,223     4.9 %     29,460      27,806     5.9 %
ASMs (millions)*                               14,865      14,123     5.3 %     29,346      27,616     6.3 %
Passenger load factor* (Note 4)                  73.7 %      71.1 %   2.6 pts.    71.1 %      67.9 %   3.2 pts.
Break-even load factor (Note 5)                  66.0 %      66.7 %  (0.7)pts.    65.1 %      66.9 %  (1.8)pts.
Yield* (Note 6)                                 16.95 c     17.95 c  (5.6)%      17.31 c     17.89 c  (3.2)%
Passenger revenue per ASM* (Note 7)             12.49 c     12.76 c  (2.1)%      12.30 c     12.15 c   1.2 %
Revenue per ASM (Note 8)                        13.75 c     13.99 c  (1.7)%      13.57 c     13.38 c   1.4 %
Cost per ASM (Note 9)                           12.07 c     12.75 c  (5.3)%      12.21 c     12.78 c  (4.5)%
Average passenger journey (miles)*                705         671     5.1 %        709         672     5.5 %
Average stage length (miles)*                     592         576     2.8 %        589         575     2.4 %
Revenue aircraft miles (millions)*                111         106     4.7 %        219         208     5.3 %
Cost of aviation fuel per gallon (Note 10)      65.18 c     68.18 c  (4.4)%      70.26 c     66.62 c   5.5 %
Cost of aviation fuel per gallon (Note 11)      58.71 c     61.87 c  (5.1)%      63.83 c     60.27 c   5.9 %
Gallons of aviation fuel consumed (millions)      288         276     4.3 %        570         542     5.2 %
Operating aircraft at period-end                  390         395    (1.3)%        390         395    (1.3)%
Full-time equivalent employees at period-end   40,246      39,949     0.7 %     40,246      39,949     0.7 %

*   Scheduled service only (excludes charter service).
c   cents

  Note 1   Operating statistics include free frequent travelers and the related miles flown. Operating statistics exclude
           flights operated by US Airways under a wet lease arrangement with British Airways that expired May 31,
           1996.  Financial statistics exclude revenues and expenses generated by the US Airways Express capacity
           purchase program and the wet lease arrangement and Nonrecurring items (see above). For purposes of
           financial statistic calculation, wet lease amounts of $3.7 million and $12.6 million have been excluded from
           the second quarter and year-to-date results for 1996 from both Other operating revenues and Other
           operating expenses (revenues and expenses generated by the wet lease arrangement net to zero).
  Note 2   Revenue Passenger Miles ("RPMs") -  revenue passengers multiplied by the number of miles they flew.
  Note 3   Seats available multiplied by the number of miles flown (a measure of capacity).
  Note 4   Percentage of aircraft seating capacity that is actually utilized (RPMs/ASMs).
  Note 5   Percentage of aircraft seating capacity utilized that equates to US Airways breaking-even at the pre-tax
           income level.
  Note 6   Passenger transportation revenue divided by RPMs.
  Note 7   Passenger transportation revenue divided by ASMs (a measure of unit revenue).
  Note 8   Total Operating Revenues divided by ASMs (a measure of unit revenue).
  Note 9   Total Operating Expenses divided by ASMs (a measure of unit cost).
  Note 10  Includes the base cost of aviation fuel, fuel taxes and transportation charges.
  Note 11  Includes the base cost of aviation fuel and transportation charges (excludes fuel taxes).
</TABLE>

     US Airways' traffic levels continue to be bolstered by 
favorable domestic economic conditions. However, US Airways' yield 
decreased for both the second quarter of 1997 and first six months 
of 1997 versus the comparable periods in 1996 primarily due to the 
effects of the 10% federal excise tax on domestic air 
transportation (the "ticket tax") and increased competitive 
pressures (see "Update on US Airways' Competitive Position" above). 
The ticket tax was not in place during the first six months of 
1996, but was reinstated during March 1997. In addition, US 
Airways' average passenger journey increased for both the second 
quarter and first six months of 1997 resulting in an

                               20
<PAGE>
"averaging-down" of yield quarter-over-quarter and year-over-year. 
Capacity (ASMs) increased for both periods in 1997 primarily as the 
result of higher aircraft utilization rates during 1997; aircraft 
utilization was adversely affected by inclement weather during the 
first quarter of 1996.

     US Airways' revenue passengers, RPMs and passenger load factor 
increased both quarter-over-quarter and year-over-year primarily 
due to the same factors discussed above. During second quarter 
1997, US Airways set company records for a quarter for RPMs and 
passenger load factor (the previous records for these statistics 
were set during first quarter 1997).
 
Liquidity and Capital Resources

     As of June 30, 1997, the Company's Cash and cash equivalents 
totaled $1.14 billion and its Short-term investments totaled $482.1 
million. As of June 30, 1997, US Airways also had $79.8 million 
deposited in trust accounts to collateralize letters of credit and 
worker's compensation policies. These deposits are included in 
Other assets, net on the Company's Condensed Consolidated Balance 
Sheets (which are contained in Part I, Item 1A of this report). 

     As indicated in the Company's Condensed Consolidated 
Statements of Cash Flows (which are also contained in Part I, Item 
1A of this report), net cash provided by operations during the 
first six months of 1997 was $375.5 million, primarily due to the 
factors discussed under "Results of Operations" above. During the 
first quarter of 1997, US Airways remitted ticket taxes collected 
in 1996 of approximately $180 million to the Federal government. 
The ticket tax was not in effect during the periods January 1, 
1996-August 27, 1996 and January 1, 1997-March 7, 1997. The Company 
also made profit sharing payments to employees totaling $129.1 
million during first quarter 1997. These payments ended the 
Company's obligation for profit sharing under its 1992 Salary 
Reduction Plan (the related expenses were recognized by the Company 
during 1996 and earlier periods). USAM received distributions 
totaling $6.9 million from its CRS investments during the first six 
months of 1997, as reflected in the Other operating adjustments 
category (see also "USAM's Investments" above).

     SAR exercises resulted in cash outflows of $45.5 million 
during the first six months of 1997. As of June 30, 1997, 
approximately 545,000 SARs granted under the 1992 Stock Option Plan 
remained outstanding (approximately 4.2 million SARs were 
outstanding as of December 31, 1996).

     Investing activities during the first six months of 1997 
included cash outflows of $88.0 million for the acquisition of 
assets and cash inflows of $45.8 million related to asset 
dispositions. Asset acquisitions included cash outflows of $48.8 
million for aircraft and aircraft-related assets at US Airways, 
$10.2 million for third-party maintenance performed on certain 
subleased US Airways aircraft, $9.2 million for computer equipment 
purchased by US Airways and $6.0 million related to US Airways' 
purchase of slots at Washington National Airport. Asset 
dispositions included cash inflows related to US Airways' sale of 
eleven B737-200, one F28-4000 and one BAe-146 aircraft. The 
Company's Short-term investments decreased $148.3 million from the 
year-end 1996 level related to the Company's need to fulfill 
certain operational needs (see discussion above regarding cash 
outflows related to ticket taxes and profit sharing payments) and 
for dividend payments and the redemption of certain of its 
preferred stock (see below). The net cash provided by investing 
activities during the first six months of 1997 was $119.7 million.

     As discussed under "USAM's Investments" above, during July 
1997 USAM received proceeds of $162.0 million in connection with 
the sale of its interest in ATS and proceeds of $62.2 million 
related to a sell-down of its interest in Galileo.

     Net cash used by financing activities during the first six 
months of 1997 was $310.4 million. The Company paid dividends 
totaling $159.5 million to holders of its preferred stock during 
the

                                21
<PAGE>
first six months of 1997 and redeemed the Series T Preferred Stock 
and 1,940.636 shares of Series F Preferred Stock during May 1997 
for a combined $126.2 million. As mentioned above, British Airways 
converted the remaining Series F shares into Common Stock and 
subsequently sold those shares. With the retirement of the Series F 
and Series T Preferred Stock, the annual dividend requirement of 
the Company's outstanding preferred stock issuances has been 
reduced to $51.8 million. Issuances of common stock related to the 
exercise of stock options resulted in proceeds of $24.8 million. 
The Company's subsidiaries made scheduled debt repayments of 
approximately $41.4 million and US Airways prepaid early capital 
lease obligations of $9.2 million associated with three DC-9 
aircraft (and assumed title of the aircraft) during the first six 
months of 1997.

     On July 23, 1997, the Company's board of directors declared 
regular quarterly dividends of $4.7 million to holders of the 
Company's Series B Preferred Stock (payable on August 15, 1997).

     On July 25, 1997, Standard & Poor's raised its ratings outlook 
on US Airways Group and US Airways to "Positive" from "Developing." 
Credit ratings issued by such credit rating agencies can have an 
effect on a company's ability to issue debt or equity securities 
and the effective rate at which such financings are undertaken.

     US Airways has agreements with an affiliate of Airbus for the 
acquisition of up to 400 Airbus aircraft. The agreements with 
Airbus remain subject to US Airways achieving a competitive cost 
structure, but obligate US Airways to inform Airbus by September 
30, 1997 of whether or not it will proceed with the acquisition of 
the aircraft contemplated thereby. If an aircraft acquisition 
agreement with Airbus is consummated, the Company's estimate of 
short-term and long-term capital expenditures and/or lease 
commitments will be materially affected. 

     As discussed under "US Airways Shuttle" above, the Company is 
investigating the purchase of Shuttle, Inc., the owner of the US 
Airways Shuttle. The Company's purchase of Shuttle, Inc. would 
result in a material capital expenditure.

     The Company expects to satisfy all of its short-term liquidity 
requirements through a combination of cash on hand and cash 
generated from operations. However, the Company remains highly 
leveraged. The Company and US Airways require substantial working 
capital in order to meet scheduled debt and lease payments and to 
finance day-to-day operations. In addition, the Company currently 
does not have access to short-term credit or receivable sale 
facilities. Changes in certain factors that are generally outside 
the Company's control, such as an economic downturn, additional 
government regulation, intensified competition from low cost, low 
fare air carriers or operations (see related discussion above) and 
increases in the cost of aviation fuel, could have a material 
adverse effect on the Company's liquidity, financial condition and 
results of operations. US Airways' high cost structure relative to 
its primary competitors results in the Company's results of 
operations and financial condition being particularly susceptible 
to adverse changes in general economic and market conditions.

     As of June 30, 1997, the Company's ratio of current assets to 
current liabilities was approximately 0.93 to 1 and the Company's 
debt to equity ratio was greater than 100% (and also greater than 
100% if the Series A Preferred Stock is considered to be debt) due 
to a deficit in stockholders' equity.





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                                22
<PAGE>
Part II.  Other Information

Item 1.  Legal Proceedings

     On July 17, 1997, the Air Line Pilots Association ("ALPA"), 
the collective bargaining representative of US Airways' pilots, 
filed a lawsuit against US Airways in U.S. Federal District Court 
for the Western District of Pennsylvania alleging violations of the 
Railway Labor Act. ALPA alleges that US Airways violated the 
Railway Labor Act by "direct dealing" with the pilots regarding the 
terms and conditions of employment, and by implementing the 
"efficiency measures" announced in May 1997 (see Part I, Item 2, 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations," for additional information), allegedly in 
retaliation for ALPA's position in ongoing collective bargaining 
with US Airways. ALPA is seeking injunctive relief and unspecified 
damages. US Airways has denied these allegations. At this 
preliminary stage of the litigation, US Airways is unable to 
quantify any potential damages and is unable to predict the outcome 
of the lawsuit.

Item 4.  Submission of Matters to a Vote of Security Holders

     US Airways Group's annual meeting of stockholders was held on 
May 21, 1997. Proxies for the meeting were solicited by US Airways 
Group pursuant to Regulation 14A under the Securities Exchange Act 
of 1934.

     All of management's nominees for the election to the Board of 
Directors as listed in US Airways Group's Proxy Statement for the 
meeting were elected without solicitation in opposition. In 
addition, the holders of voting securities also voted on the 
following proposals with the following results:

1.  Management's proposal regarding ratification of the selection
    of auditors of the Company for fiscal year 1997.

    For  52,608,031    Against  230,157      Abstain  8,919,042
    Broker Non-Votes   None

2.  Stockholder proposal relating to political contributions.

    For  1,432,083     Against  37,588,974   Abstain  10,373,651
    Broker Non-Votes   12,362,522

3.  Stockholder proposal concerning confidential voting.

    For  14,285,661     Against  25,884,570   Abstain  9,224,477
    Broker Non-Votes   12,362,522

Item 6.  Exhibits and Reports on Form 8-K

A.  Exhibits

Designation               Description

11    Computation of Primary and Fully Diluted Income (Loss) Per
      Common Share for the three month and six month periods ended
      June 30, 1997 and June 30, 1996 for US Airways Group.

27.1  Financial Data Schedule - US Airways Group.

                                23
<PAGE>
27.2  Financial Data Schedule - US Airways, Inc.

27.3  Restated Financial Data Schedules for US Airways, Inc. as of
      March 31, 1996, June 30, 1996, September 30, 1996, December
      31, 1996 and  March 31, 1997.

27.4  Restated Financial Data Schedules for US Airways, Inc. as of
      December 31, 1994, March 31, 1995, June 30, 1995, September
      30, 1995 and December 31, 1995.

B.  Reports on Form 8-K

Date of Report                Subject of Report

May 22, 1997    On May 19, 1997 US Airways Group, Inc. exercised
                its right of first offer to purchase from British
                Airways Plc 9,919.8 shares of the Series T-2
                Preferred Stock. Also on May 19, 1997, US Airways
                Group, Inc. agreed to purchase all of its Series
                T-1 Preferred Stock and 1,940.6 shares of its
                Series F Preferred Stock from British Airways Plc.
                The purchases took place on May 22, 1997.

August 6, 1997  USAM Corp., a wholly-owned subsidiary of US
                Airways, Inc., disclosed the proceeds it received
                from the sale of its interest in the Apollo Travel
                Services Partnership and from a sell-down of its
                interest in Galileo International, Inc. and the
                pre-tax gains associated with both sales.  


                            Signatures

     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrants have duly caused this report to be signed on 
their behalf by the undersigned thereunto duly authorized.


                              US Airways Group, Inc.  (Registrant)

Date:  August 8, 1997         By:       /s/ James A. Hultquist
                                 -----------------------------
                                            James A. Hultquist
                                               Controller
                                       (Chief Accounting Officer)


                              US Airways, Inc.  (Registrant)

Date:  August 8, 1997         By:       /s/ James A. Hultquist   
                                 -----------------------------
                                            James A. Hultquist
                                               Controller
                                       (Chief Accounting Officer)






                                24