Exhibit 10.5


November 16, 1998




Mr. Thomas A. Mutryn
8411 Rapley Ridge Lane
Potomac, Maryland  20854

Dear Mr. Mutryn:

     This letter, when countersigned by you, will constitute an agreement
between you and US Airways, Inc. ("US Airways") concerning supplemental
retirement benefits to be paid to you upon your retirement from US Airways.  US
Airways hereby agrees with you as follows:

     1.   In consideration for your future services between the date of this
letter and the time of your retirement, US Airways will pay to you a
supplemental pension benefit equal to the pension benefit calculated under the
benefit formula set forth in the Retirement Plan for Certain Employees of
USAir, Inc. (the "Retirement Plan") assuming (i) that the Retirement Plan had
not been frozen in 1991, (ii) final average earnings under the Retirement Plan
in an amount based on your actual base salary plus an assumed bonus in the
target amount of 60% of your base salary, (iii) no amendments to the Retirement
Plan after the date hereof, and (iv) credited service under the Retirement Plan
using "deemed credited service" determined at the rate of one year of credited
service for each actual year of credited service with US Airways up to a
maximum of 5 years of credited service. You will become immediately vested in
your accrued supplemental pension benefit as each full year of credited service
is completed.

     2.   For purposes of calculating the supplemental pension benefit under
paragraph 1 above, the following rules will apply:

    (a)   In determining the amount of the pension benefit calculated under
the benefit formula set forth in the Retirement Plan it shall be
assumed that the limitations imposed by Sections 401(a)(17) and
415 of the Internal Revenue Code of 1986, as amended, are not
applicable.

    (b)   In determining the amount of your supplemental benefit hereunder,
the reduction factors, actuarial assumptions, definitions,
administrative provisions and other applicable provisions of the
Retirement Plan will control.

     3.   The amount of supplemental pension benefit calculated pursuant to
paragraph 1 will be payable in the event of your normal retirement from US
Airways at age 65.  You may elect to receive early retirement benefits under
this agreement at any time after termination of your employment with US Airways
and upon your attainment of age 55.  In the event of your early retirement from
US Airways, the supplemental pension benefit calculated pursuant to paragraph 1
will be reduced for early commencement in accordance with the early retirement
reduction factors set forth in the Retirement Plan.

     4.   You may elect to receive your supplemental pension benefit in any of
the following payment forms:

    (a)   an annuity (single life or joint and survivor)    payable from the
general assets of US Airways;

    (b)   any one of the optional payment forms provided    for under the terms
of the Retirement Plan; or

    (c)   a single lump sum payment.

In the event that you select an option other than option (a), the cost of
providing such optional payment form must be cost-neutral to US Airways to
providing payment option (a) and actuarial equivalencies will be determined in
accordance with the terms of the Retirement Plan, or if no such provision is
included in the Retirement Plan, determined at US Airways' sole discretion.

     5.   In the event of your death prior to the payment of your supplemental
pension benefit, your surviving spouse will be entitled to a benefit hereunder
equal to 50 percent of the benefit which would have been payable had you
retired and commenced benefits on the day before your death.  In the event of
your death prior to the payment of your supplemental pension benefit and you
have no surviving spouse, US Airways will have no payment obligation under this
agreement.  In the event of your death after the commencement of benefits
hereunder, a death benefit will be payable only if applicable pursuant to the
payment form elected under paragraph 4.

     6.   Notwithstanding anything in this agreement to the contrary, your
supplemental pension benefit will immediately vest and you will be entitled to
a benefit under paragraph 1 assuming 5 years of deemed credited service if you
resign for "good reason" or your employment is terminated after a "change-of-
control."  For purposes of this paragraph the terms "good reason" and "change-
of-control" shall have the definitions set forth in the employment agreement
between you and US Airways dated November 18, 1998.

     7.   Your benefits hereunder shall be accrued, but unfunded and unsecured.

     8.   This letter may be amended or supplemented at the request of either
party hereto to clarify its application with respect to any future pension plan
which US Airways may adopt replacing or supplementing its existing plans.  Any
such amendment or supplement will be prepared on the basis of the intent of the
parties that US Airways is seeking to provide you with supplemental pension
benefits as determined in paragraph 1 above.


     If you concur in the foregoing, please indicate your agreement by signing
a copy of this letter in the space provided below.



                                            US AIRWAYS, INC.




                                       -------------------
                                            Michelle V. Bryan
                                            Vice President, Deputy General
                                             Counsel and Secretary


Agreed:

------------------------
Thomas A. Mutryn