Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.  The omitted text has been marked with a triple
asterisk ("***") and has been filed separately with the Securities and
Exchange Commission.






                                 Amendment No. 3

                  TO THE A319/A320/A321 PURCHASE AGREEMENT

                        dated as of October 31, 1997

                                    between

                                AVSA, S.A.R.L.,

                                      and

                            US AIRWAYS GROUP, INC.




This Amendment No. 3 (hereinafter referred to as the "Amendment") entered into
as of March 31, 1999, by and between AVSA, S.A.R.L., a societe a responsabilite
limitee organized and existing under the laws of the Republic of France, having
its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac,
FRANCE (hereinafter referred to as the "Seller"), and US Airways Group, Inc., a
corporation organized and existing under the laws of the State of Delaware,
United States of America,  having its executive offices located at 2345 Crystal
Drive, Arlington, VA 22227, U.S.A. (hereinafter referred to as the "Buyer") ;


                                  WITNESSETH :


     WHEREAS, the Buyer and the Seller entered into an Airbus A319/A320/A321
Purchase Agreement, dated as of October 31, 1997, relating to the sale by the
Seller and the purchase by the Buyer of certain Airbus Industrie A319, A320 and
A321 model aircraft (the "Aircraft"), which agreement, together with all
Exhibits, Appendices and Letter Agreements attached thereto and as amended by
Amendment No. 1 dated as of June 10, 1998 and Amendment No. 2 dated as of
January 19, 1999 is hereinafter called the "Agreement".
     WHEREAS, the Buyer and the Seller agree to amend the delivery schedule for
the Aircraft.


       NOW, THEREFORE, IT IS AGREED AS FOLLOWS :


1.     DEFINITIONS
       -----------

Capitalized terms used herein and not otherwise defined in this Amendment
will have the meanings assigned to them in the Agreement.  The terms
"herein," "hereof," and hereunder and words of similar import refer to
this Amendment.


2.     DELIVERY SCHEDULE
       -----------------


2.1    In line with the terms of Subparagraph 3.3 of Amendment  No. 1, the
Seller has offered the Buyer, and the Buyer has accepted *** delivery
positions. Consequently, the Buyer and the Seller hereby agree that :

       (i)     ***;

       (ii)    ***; and

       (iii)   ***.


2.2    Therefore, the delivery schedule set forth in Subclauses   9.1.1. and
9.1.2 of the Agreement is hereby superseded and replaced by the schedule
set forth in Appendix 1 hereto.


2.3    On signature of this Amendment, the Buyer will make all Predelivery
Payments due as a result of the *** of the Aircraft as set forth above,
as shown in Appendix 2 hereto.


3.     EFFECT OF AMENDMENT
       -------------------

The Agreement will be deemed to be amended to the extent herein provided,
and, except as specifically amended hereby, will continue in full force
and effect in accordance with its original terms.  The Amendment
supersedes any previous understandings, commitments, or representations
whatsoever, whether oral or written, related to the subject matter of
this Amendment.

  Both parties agree that this Amendment will constitute an integral,
  nonseverable part of said Agreement, that the provisions of said
  Agreement are hereby incorporated herein by reference, and that this
  Amendment will be governed by the provisions of said Agreement, except
  that if the Agreement and this Amendment have specific provisions that
  are inconsistent, the specific provisions contained in this Amendment
  will govern.

4.   ASSIGNMENT
     ----------

  This Amendment and the rights and obligations of the Buyer hereunder will
  not be assigned or transferred in any manner without the prior written
  consent of the Seller, and any attempted assignment or transfer in
  contravention of the provisions of this Paragraph 4 will be void and of
  no force or effect. Notwithstanding the preceding sentence, the terms of
  Subclauses 19.5 and 19.6 of the Agreement will apply to this Amendment.


5.   GOVERNING LAW
     -------------

  THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
  LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT WILL BE
  DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON THE
  INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.




       If the foregoing correctly sets forth our understanding, please execute
this Amendment in the space provided below, whereupon, as of the date first
above written, this Amendment will constitute part of the Agreement.


Agreed and accepted                  Yours sincerely,

US AIRWAYS GROUP, INC.                      AVSA, S.A.R.L.




By:   /s/ Thomas A Fink                By:   /s/ Michele Lascaux
      ---------------------------            -------------------



Its:  VP - Purchasing & Treasurer      Its:  Director Contracts
      ---------------------------            -------------------











                                                   Appendix 1 to Amendment No. 3



          ***



Appendix 2 to Amendment No. 3


          ***