EXHIBIT 10

                     1997 STOCK INCENTIVE PLAN
                                 OF
                     US AIRWAYS GROUP, INC.


          1.  PURPOSE.  The purpose of this Stock Incentive Plan 
is to advance the interests of the Corporation by encouraging the 
acquisition of a larger personal proprietary interest in the 
Corporation by key employees of the Corporation and of its 
Subsidiaries upon whose judgment and dedication the Corporation 
is largely dependent for the successful conduct of its business. 
It is anticipated that the acquisition of such proprietary 
interest in the Corporation will stimulate the efforts of such 
key employees on behalf of the Corporation and strengthen their 
desire to remain with the Corporation or its Subsidiaries and 
that the opportunity to acquire such a proprietary interest will 
enable the Corporation and its Subsidiaries to attract and retain 
desirable personnel.

          2.  DEFINITIONS.  When used in this Plan, unless the 
context otherwise requires:

     (a)    "Affiliate" shall mean a person or entity that
            directly, or indirectly through one or more 
            intermediaries, controls, or is controlled by, or is 
            under common control with, the Corporation.

     (b)    "Board" shall mean the Board of Directors of the 
            Corporation.

     (c)    "Cause" shall mean an act or acts of personal 
            dishonesty taken by optionee and intended to result 
            in substantial personal enrichment at the expense of 
            the Corporation or any of its Subsidiaries or the 
            conviction of optionee of a felony.

     (d)    "Change of Control" shall mean:

                 (i)  The acquisition by any individual, entity 
            or group (within the meaning of Section 13(d)(3) or 
            14(d)(2) of the Exchange Act) of beneficial ownership 
            (within the meaning of Rule 13d-3 promulgated under 
            the Exchange Act) of 20% or more of either (A) the 
            then outstanding shares of common stock of the 
            Corporation (the "Outstanding Group Common Stock") or 

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            (B) the combined voting power of the then outstanding 
            voting securities of the Corporation entitled to vote 
            generally in the election of directors (the 
            "Outstanding Group Voting Securities"); provided, 
            however, that the following acquisitions shall not 
            constitute a Change of Control:  (w) any acquisition 
            directly from the Corporation, (x) any acquisition by 
            the Corporation or any of its Subsidiaries, (y) any 
            acquisition by any employee benefit plan (or related 
            trust) sponsored or maintained by the Corporation or 
            any of its Subsidiaries, or (z) any acquisition by 
            any corporation with respect to which, following such 
            acquisition, more than 85% of, respectively, the then 
            outstanding shares of common stock of such 
            corporation and the combined voting power of the then 
            outstanding voting securities of such corporation 
            entitled to vote generally in the election of 
            directors is then beneficially owned, directly or 
            indirectly, by all or substantially all of the 
            individuals and entities who were the beneficial 
            owners, respectively, of the Outstanding Group Common 
            Stock and Outstanding Group Voting Securities 
            immediately prior to such acquisition, in 
            substantially the same proportions as their
            ownership, immediately prior to such acquisition, of 
            the Outstanding Group Common Stock and Outstanding 
            Group Voting Securities, as the case may be; or

                 (ii)  Individuals who, as of the date hereof, 
            constitute the Board (the "Incumbent Board") cease 
            for any reason to constitute at least a majority of 
            the Board; provided, however, that any individual 
            becoming a director subsequent to the date hereof 
            whose election, or nomination for election by the 
            Corporation's shareholders, was approved by a vote of 
            at least a majority of the directors then comprising 
            the Incumbent Board shall be considered as though 
            such individual were a member of the Incumbent Board, 
            but excluding, for this purpose, any such individual 
            whose initial assumption of office occurs as a result 
            of either an actual or threatened election contest 
            (as such terms are used in Rule 14a-11 of Regulation 
            14A promulgated under the Exchange Act) or other 


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            actual or threatened solicitation of proxies or 
            consents; or

                 (iii)  Approval by the shareholders of the 
            Corporation of a reorganization, merger or 
            consolidation, in each case, with respect to which 
            all or substantially all of the individuals and 
            entities who were the beneficial owners, 
            respectively, of the Outstanding Group Common Stock 
            and Outstanding Group Voting Securities immediately 
            prior to such reorganization, merger or consolidation 
            do not following such reorganization, merger or 
            consolidation, beneficially own, directly or 
            indirectly, more than 85% of, respectively, the then 
            outstanding shares of common stock and the combined 
            voting power of the then outstanding voting 
            securities entitled to vote generally in the election 
            of directors, as the case may be, of the corporation 
            resulting from such reorganization, merger or 
            consolidation in substantially the same proportions 
            as their ownership, immediately prior to such 
            reorganization, merger or consolidation of the 
            Outstanding Group Common Stock and Outstanding Group 
            Voting Securities, as the case may be; or

                 (iv)  Approval by the shareholders of the
            Corporation of (x) a complete liquidation or 
            dissolution of the Corporation or (y) the sale or 
            other disposition of all or substantially all of the 
            assets of the Corporation, other than to a 
            corporation, with respect to which following such 
            sale or other disposition, more than 85% of, 
            respectively, the then outstanding shares of common 
            stock of such corporation and the combined voting 
            power of the then outstanding voting securities of 
            such corporation entitled to vote generally in the 
            election of directors is then beneficially owned, 
            directly or indirectly, by all or substantially all 
            of the individuals and entities who were the 
            beneficial owners, respectively, of the Outstanding 
            Group Common Stock and Outstanding Group Voting 
            Securities immediately prior to such sale or other 
            disposition in substantially the same proportion as 
            their ownership, immediately prior to such sale or 
            other disposition, of the Outstanding Group Common

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            Stock and Outstanding Group Voting Securities, as the 
            case may be; or

                 (v)  The acquisition by an individual, entity or 
            group of beneficial ownership of 20% or more of the 
            then outstanding securities of the Corporation, 
            including both voting and non-voting securities, 
            provided, however, that such acquisition shall only 
            constitute a change of control in the event that such 
            individual, entity or group also obtains the power to 
            elect by class vote, cumulative voting or otherwise 
            to appoint 20% or more of the total number of 
            directors to the Board.

     (e)    "Code" shall mean the Internal Revenue Code of 1986, 
            as amended.

     (f)    "Committee" shall mean the Human Resources Committee 
            of the Board or such other committee as may be 
            designated by the Board.

     (g)    "Corporation" shall mean US Airways Group, Inc.

     (h)    "Exchange Act" shall mean the Securities Exchange Act 
            of 1934, as amended, and the rules and regulations 
            promulgated thereunder.

     (i)    "Fair Market Value" shall mean the average of the 
            high and low sales prices of the Shares as reported 
            on the New York Stock Exchange Composite Tape on the 
            date as of which such value is being determined or, 
            if there shall be no sale on that date, then on the 
            last previous day on which a sale was reported, 
            provided, however, that during the 60-day period from 
            and after a Change of Control, "Fair Market Value" 
            shall mean, other than in the case of Shares subject 
            to incentive stock options, as defined in the Code, 
            the higher of (X) the highest reported sales price, 
            regular way, of Shares on the New York Stock Exchange 
            Composite Tape during the 60-day period prior to the 
            Change of Control and (Y) if the Change of Control is 
            the result of a transaction or series of transactions 
            described in paragraphs (i), (iii) or (iv) of the 
            definition of "Change of Control" herein, the highest 
            price for Shares paid in such transaction or series

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            of transactions which in the case of such paragraph  
            (i) shall be the highest price for Shares as
            reflected in a Schedule 13D filed under the Exchange 
            Act by the person having made the acquisition.

     (j)    "Options" shall mean the stock options issued 
            pursuant to Section 5 hereof.

     (k)    "Plan" shall mean the 1997 Stock Incentive Plan of US 
            Airways Group, Inc., as such Plan may be amended from 
            time to time.

     (l)    "Restricted Period" means the period selected by the 
            Committee pursuant to Section 6 hereof.

     (m)    "Restricted Stock" means Shares which have been 
            awarded to a grantee subject to the restrictions 
            referred to in Section 6 hereof so long as such 
            restrictions are in effect.

     (n)    "Share" shall mean a share of common stock of the 
            Corporation.

     (o)    "Subsidiary" shall mean any corporation more than 50% 
            of whose stock having general voting power is owned 
            by the Corporation or by a Subsidiary of the 
            Corporation.

     3.   ADMINISTRATION.  The Plan shall be administered by the 
Committee which, unless otherwise determined by the Board, shall 
consist of not less than two directors of the Corporation, each 
of whom shall qualify as a "disinterested director" (within the 
meaning of Rule 16b-3 promulgated under Section 16(b) of the 
Exchange Act) and as an "outside director" (within the meaning of 
Section 162(m)(4)(c) of the Code).  No more than 750,000 Shares, 
which may be either treasury Shares or authorized but unissued 
Shares, of the Corporation's common stock in the aggregate, 
except to the extent of adjustments authorized by Section 11 
hereof, may be issued pursuant to Options and Restricted Stock 
awards granted under this Plan.  Any Shares subject to Options or 
Restricted Stock awards may thereafter be subject to new grants 
under this Plan if there is a lapse, expiration or termination of 
any such Options or Restricted Stock awards prior to issuance of 
the Shares or if Shares are issued hereunder and thereafter

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reacquired by the Corporation pursuant to rights reserved by the 
Corporation in connection with the issuance thereof.  No 
individual may be granted Options or Restricted Stock awards with 
respect to more than an aggregate of 750,000 Shares in any one 
calendar year.

     The Committee may authorize and establish such rules, 
regulations and revisions thereof not inconsistent with the 
provisions of the Plan, as it may determine advisable to make the 
Plan, Options, and Restricted Stock effective or provide for 
their administration, and may take such other action with regard 
to the Plan, Options, and Restricted Stock as it shall deem 
desirable to effectuate their purpose.  The Committee may require 
that any Options granted be exercisable in installments.  A 
determination of the Committee as to any questions which may 
arise with respect to the interpretation of the provisions of the 
Plan, Options and Restricted Stock shall be final.


     4.   PARTICIPANTS.  Options and Restricted Stock may be 
granted under the Plan to any key employee of the Corporation or 
any Subsidiary or to any individual in contemplation of becoming 
a key employee of the Corporation or any Subsidiary; provided, 
however, that neither Options nor Restricted Stock may be granted 
to any individual who, at the time of grant, is an officer of the 
Corporation or any of its Subsidiaries.  Subject to the preceding 
sentence, the individuals to whom Options and Restricted Stock 
are to be offered under the Plan and the number of Shares to be 
optioned and Restricted Stock to be issued to each such 
individual shall be determined by the Committee in its sole 
discretion, subject, however, to the terms and conditions of the 
Plan.  

     5.   OPTIONS.  The number of Shares to be optioned to any 
eligible person shall be determined by the Committee in its sole 
discretion.  The Committee shall be entitled to issue Options at 
different times to the same person.  Options shall be subject to 
such terms and conditions and evidenced by agreements in such 
form as shall be determined from time to time by the Chief 
Executive Officer, provided that the terms and conditions of each 
such agreement are not inconsistent with this Plan.

     The purchase price per Share for the Shares to be purchased 
pursuant to the exercise of any Option shall be fixed by the

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Committee, but shall not be less than 100% of the Fair Market 
Value of the Shares on the date such Option is granted; provided, 
however, for purposes of any grant of Options by the Committee 
the meaning of Fair Market Value shall be as defined in Section 
2(i) hereof without regard to the proviso in such definition.  No 
Option granted under the Plan shall be exercisable after ten 
years and one month from the date it was granted or such earlier 
date as shall be established by the Committee in granting the 
Option.

     Except as otherwise provided herein, an Option shall be 
exercisable by the holder at such rate and times as may be fixed 
by the Committee; provided, however, upon a Change of Control, 
all Options may become immediately exercisable, to be determined 
by action of the Committee in its sole discretion.  The Committee 
may provide that the Option shall not be exercisable, in whole or 
in part, except upon the fulfillment of specific defined 
conditions.  No Option may at any time be exercised in part with 
respect to fewer than 100 Shares unless fewer than 100 Shares 
remain in the Option grant being exercised.

     Options shall be exercised by written notice to the 
Secretary of the Corporation (or the Secretary's designated 
agent) in such form as is from time to time prescribed by the 
Committee and by the payment in full of the aggregate exercise 
price of the Options being exercised.  Payment of the purchase 
price upon exercise of any Option shall be made (A) in cash or 
(B) in whole or in part, (i) in Shares valued at Fair Market 
Value on the date of exercise or (ii) by electing to have the 
Corporation withhold a number of shares of common stock otherwise 
receivable upon exercise, the value of such withheld shares 
determined by the Fair Market Value on the date of exercise; 
provided, however, that during the 60-day period from and after a 
Change of Control all optionees with respect to any or all of 
their respective Options shall, to the extent specifically 
provided by the Committee either at the time of grant or at any 
subsequent time, have the right, in lieu of the payment of the 
full option price of the Shares being purchased under the Options 
and by giving written notice to the Corporation in form 
satisfactory to the Committee, to elect (within such 60-day 
period) to surrender all or part of the Options to the 
Corporation and to receive in cash an amount equal to the amount 
by which the Fair Market Value of Shares on the date of exercise 
exceeds the option price per Share under the Options multiplied 
by the number of Shares granted under the Options as to which the

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right granted by this proviso shall have been exercised.  Such 
written notice shall specify the optionee's election to purchase 
Shares granted under the Options or to receive the cash payment 
referred to in the proviso to the immediately preceding sentence.

     6.     RESTRICTED STOCK.  Subject to the terms of the Plan, 
the Committee shall determine and designate the recipients of 
Restricted Stock awards, the dates on which such awards are to be 
granted, the number of Shares subject to such awards, and the 
restrictions applicable to such awards.  Restricted Stock awards 
shall be subject to such terms and conditions and evidenced by 
agreements in such form as shall be determined from time to time 
by the Chief Executive Officer, provided that the terms and 
conditions of each such agreement are not inconsistent with this 
Plan.

     7.     NONTRANSFERABILITY OF OPTIONS AND RESTRICTED STOCK.  
Except as otherwise provided by the Committee, Options and 
Restricted Stock shall not be transferable by the holder thereof 
otherwise than by will or the laws of descent and distribution to 
the extent provided herein, and Options may be exercised during 
the holder's lifetime only by the holder thereof.

     8.     TAX WITHHOLDING.  If as a result of:  (a) the 
exercise of any Options or the disposition of any Shares acquired 
pursuant to such exercise, or (b) the lapse of any restrictions 
on the disposition of Restricted Stock, the Corporation or 
Subsidiary shall be required to withhold any amounts by reason of 
any Federal, state or local tax rules or regulations, the 
Corporation or Subsidiary shall be entitled to deduct and 
withhold such amounts from any cash payments to be made to the 
holder.  In any event, the holder shall make available to the 
Corporation or Subsidiary, promptly when required, sufficient 
funds to meet the requirement for such withholding; and the 
Committee shall be entitled to take and authorize such steps as 
it may deem advisable in order to have such funds available to 
the Corporation or Subsidiary when required.  Notwithstanding the 
foregoing, the holder shall have the right to satisfy such 
withholding, in whole or in part, in Shares (including by having 
the Corporation withhold Shares otherwise issuable in respect of 
such Options or Restricted Stock) valued at Fair Market Value on 
the date of exercise or lapse of restrictions, as applicable.

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     9.   TAX LIABILITY.  Subject to the Committee's discretion, 
agreements between the Corporation and grantees in connection 
with awards of Options or Restricted Stock may provide for the 
payment by the Corporation of a supplemental cash payment to 
grantees promptly after the exercise of an Option, or promptly 
after the date on which the shares of Restricted Stock awarded 
are included in the gross income of the grantee under the Code.  
Such supplemental cash payments, to the extent determined by the 
Committee, shall provide for the payment of such amounts as may 
be necessary to result in the grantee not having any incremental 
tax liability as a result of such exercise or inclusion in 
grantee's gross income.  The determination of the amount of any 
supplemental cash payments by the Committee shall be conclusive.

     10.  TERMINATION OF EMPLOYMENT.  Notwithstanding any 
provision of the Plan to the contrary, (i) upon the termination 
of employment of an Optionee with the Corporation and all 
Subsidiaries other than for Cause, the optionee (or the 
optionee's estate in the event of the optionee's death) shall 
have the privilege of exercising any unexercised Options which 
the optionee could have exercised at the time of such termination 
of employment at any time until the end of six months following 
such termination of employment and (ii) upon the termination of 
employment of an optionee with the Corporation and all 
Subsidiaries for Cause, all unexercised Options of such optionee 
shall terminate ten days after such termination of employment.

     The Committee may permit individual exceptions to the 
requirements of this section by extending the period in which 
Options may be exercised, provided, however, that no Options may 
be extended past the earlier to occur of (i) their expiration 
date or (ii) three years following termination of employment.

     11.     ADJUSTMENT OF OPTIONED SHARES.  If prior to the 
complete exercise of any Option there shall be declared and paid 
a stock dividend upon the Shares of the Corporation or if the 
Shares shall be split-up, converted, reclassified, or changed 
into, or exchanged for, a different number or kind of securities 
of the Corporation, the Option, to the extent that it has not 
been exercised, shall entitle the holder upon the future exercise 
of such Option to such number and kind of securities or other 
property subject to the terms of the Option to which he would be 
entitled had he actually owned the Shares subject to the

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unexercised portion of the Option at the time of the occurrence 
of such stock dividend, split-up, conversion, reclassification, 
change or exchange; and the aggregate purchase price upon the 
future exercise of the Option shall be the same as if originally 
optioned Shares were being purchased thereunder.  If any such 
event should occur, the number of Shares with respect to which 
Options remain to be issued, or with respect to which Options may 
be reissued, shall be similarly adjusted.

     In the event the outstanding Shares shall be changed into or 
exchanged for any other class or series of capital stock or cash, 
securities or other property pursuant to a recapitalization, 
reclassification, merger, consolidation, combination or similar 
transaction, then each Option shall thereafter become exercisable 
for the number and/or kind of capital stock, and/or the amount of 
cash, securities or other property so distributed, into which the 
Shares subject to the Option would have been changed or exchanged 
had the Option been exercised in full prior to such transaction, 
provided that, if the kind or amount of capital stock or cash, 
securities or other property received in such transaction is not 
the same for each outstanding Share, then the kind or amount of 
capital stock or cash, securities or other property for which the 
Option shall thereafter become exercisable shall be the kind and 
amount so receivable per Share by a plurality of the Shares, and 
provided further that, if necessary, the provisions of the Option 
shall be appropriately adjusted so as to be applicable, as nearly 
as may reasonably be, to any shares of capital stock, cash, 
securities or other property thereafter issuable or deliverable 
upon exercise of the Option.

     12.  ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. 
 The Corporation may postpone the issuance and delivery of Shares 
upon any exercise of an Option, or upon any lapsing of 
restriction on any shares of Restricted Stock until (a) the 
admission of such Shares to listing on any stock exchange on 
which Shares are then listed and (b) the completion of such 
registration or other qualification of such Shares under any 
state or Federal law, rule or regulation as the Corporation shall 
determine to be necessary or advisable.  Any person exercising an 
Option and any grantee of Restricted Stock shall make such 
representations and furnish such information as may, in the 
opinion of counsel for the Corporation, be appropriate to permit 
the Corporation, in light of the then existence or nonexistence

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with respect to such Shares of an effective registration 
statement under the Securities Act of 1933, as from time to time 
amended, to issue the Shares in compliance with the provisions of 
that or any comparable act.

     13.  AMENDMENT OF THE PLAN.  The Committee may at any time 
discontinue the Plan or the grant of any additional Options or 
Restricted Stock under the Plan.  Except as hereinafter provided, 
the Committee may from time to time amend the Plan and the terms 
and conditions of any Options or Restricted Stock not theretofore 
issued, and the Committee, with the consent of the affected 
holder of an Option or Restricted Stock, may at any time withdraw 
or from time to time amend the Plan and the terms and conditions 
of such Option or Restricted Stock as have been theretofore 
granted.

     14.     EFFECTIVENESS AND TERM OF THE PLAN.  The Plan shall 
become effective and in full force and effect upon its approval 
by the Board and, unless sooner terminated by the Committee 
pursuant to Section 13 hereof, the Plan shall terminate on the 
date ten years after such approval.  No Option or Restricted 
Stock may be granted or awarded after termination of the Plan.  
Termination of the Plan shall not affect the validity of any 
Option or Restricted Stock outstanding on the date of such 
termination.











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