<PAGE>
EXHIBIT 10.2

                        September 5, 1997



John W. Harper
Senior Vice President-Finance and 
   Chief Financial Officer
US Airways, Inc.
2345 Crystal Drive
Arlington, Virginia  22227

Dear John:

     This letter, when countersigned by you, will reflect 
the terms of the agreement between US Airways, Inc. ("US 
Airways" or the "Company") and you concerning the severance 
of your employment.  US Airways has not yet identified your 
successor, and, therefore, we have requested and you have 
agreed to continue in your position while we identify a 
successor and to provide assistance and advice to ensure a 
smooth transition of your responsibilities to your 
successor.  In consideration for your services during this 
period, for your past service to the Company and the mutual 
promises herein contained, US Airways agrees to the 
following:

     1.     You will continue in your current position 
as Senior Vice President-Finance and Chief Financial 
Officer of US Airways, Inc. and US Airways Group, Inc. 
until such time as your successor is elected and a 
reasonable transition period has passed.  US Airways 
will determine in its sole discretion when the 
transition period has been completed.  Notwithstanding 
the foregoing, in the event that no successor is named, 
or under any circumstances, the last day of your active 
employment will be January 15, 1998.  Upon the first to 
occur of the completion of the transition period or 
January 15, 1998, you will resign your positions with 
US Airways, Inc., US Airways Group, Inc., and any other 
positions, including board memberships, at any 
subsidiary corporations.

     2.     Subject to paragraph 5 below addressing 
incentive compensation, during the period from today's 
date through January 15, 1998, you will continue to 
receive your current base salary and all other 
compensation and benefits applicable to your current 
position as a senior officer, to the extent such 
benefits are continued for all other senior officers.  
In the event that a successor is named and a transition 
period is completed prior to January 15, 1998, you will 
continue to receive your base salary and all other 
compensation and benefits as if you remained an active 
employee through January 15, 1998, irrespective of the 
resignation of your employment.

<PAGE>
John W. Harper
	September 5, 1997
	Page Two


     3.     Within 15 days of your severance, US 
Airways will pay to you in one lump sum, a severance 
payment based upon one year's base salary (i.e., 
$295,000) representative of the period of time from the 
completion of the transition period through the 
anniversary of such date; provided, however, that in 
the event that the transition period is completed prior 
to January 15, 1998, this severance payment will be 
decreased for the period of salary continuation from 
the end of the transition period through January 15, 
1998.

     4.     US Airways agrees to provide you with 
continued service credit under the terms of the non-
qualified supplemental executive retirement agreement 
dated August 8, 1995 between you and the Company 
(hereinafter the "SERP Agreement") through the earlier 
to occur of one year from the completion of the 
transition period or January 15, 1999.  The parties 
acknowledge that the additional service credit will be 
credited under the formula in the SERP Agreement which 
provides for two years of "deemed" credited service for 
each year of actual service.  Additionally, in the 
event that you elect immediate commencement of pension 
benefits upon your severance, the additional service 
credit will be included in the calculation regardless 
of the benefit commencement.

     5.     You agree that you will not be entitled to 
any incentive award under the US Airways Group, Inc. 
Incentive Compensation Plan for the 1997 or the 1998 
fiscal year.

6.  As a result of the separation of your 
employment with US Airways, (a) the remaining 
7,000 shares of restricted stock granted to you 
on November 28, 1995, with a three-year vesting 
schedule, will not vest under the Restricted 
Stock Agreement as currently drafted, and (b) 
the option to purchase 35,000 shares of stock 
at an option price of $25.375, with a five-year 
vesting schedule, will not vest under the terms 
of the Stock Option Agreement as currently 
drafted, if your severance date is before 
November 28, 1997 or March 25, 1998, 
respectively.  US Airways agrees that the 3,000 
shares of restricted stock currently scheduled 
to vest on November 28, 1997 will vest on that 
date irrespective of the status of your 
employment.  The remaining 4,000 shares of 
restricted stock scheduled to vest on November 
28, 1998 will be forfeited on your severance 
date.  Additionally, the option to purchase 
7,000 shares which is currently scheduled to 
vest on March 25, 1998 will vest on that date 
irrespective of the status of your employment 
on that date.  You will have until September 
25, 1998 to exercise those vested options.  The 
option to purchase the remaining 28,000 shares 
of stock will be forfeited on your severance 
date.  The applicable restricted stock and 
stock option agreements will be amended 
accordingly.

<PAGE>
	John W. Harper
	September 5, 1997
	Page Three


     7.     In the event that you elect to commence 
your retirement benefits immediately upon your 
severance, i.e., effective February 1, 1998, you will 
be eligible for all retiree benefits provided to 
employees and senior officers of the Company, as they 
may be amended from time to time, including, but not 
limited to health plan coverage, on-line space positive 
travel privileges, US Airways Club privileges and 
split-dollar life insurance continuation.

     8.     The parties agree that the severance of 
your employment is by mutual agreement pursuant to 
paragraph 5(a) of the Employment Agreement between you 
and the Company dated January 27, 1993 and you 
expressly waive your right to any of the rights, 
compensation, benefits or other Company obligations 
under said Employment Agreement effective with your 
signing of this letter.  You agree that this document 
contains the entire understanding of the parties 
related to the severance of your employment and the 
rights and obligations of the parties upon the 
severance of your employment.

     9.     You agree to hold in a fiduciary capacity 
for the benefit of US Airways and will not disclose 
without the prior written consent of US Airways, all 
confidential and proprietary information, knowledge or 
data relating to US Airways, its parent, subsidiary or 
affiliated companies, which was obtained by you during 
your employment with US Airways unless such 
information, knowledge or data is known to the general 
public (other than by acts by you).  You further agree 
not to disclose or make public, orally, in writing, or 
otherwise, any disparaging statements, or any 
information which would cause public discredit, about 
US Airways, its parent, subsidiary or affiliated 
companies, or their respective directors, officers or 
employees.  In the event that you are subpoenaed or 
otherwise compelled by court order to provide 
information which would violate this non-
disclosure/non-disparagement provision, you will notify 
US Airways before responding to any such request for 
testimony or information to afford US Airways an 
opportunity to assert any objection it may have.  In 
the event that US Airways determines that you have 
breached this non-disclosure/non-disparagement 
provision you will forfeit eligibility for all of the 
compensation and benefits provided for in this 
agreement.  Any compensation or benefits paid to you 
prior to such  must be repaid to US Airways within 15 
days of your receipt of written notification of such 
breach from US Airways.  US Airways reserves the right 
to pursue any other legal or equitable remedies 
available to it to enforce this non-disclosure/non-
disparagement provision.


<PAGE>
	John W. Harper
	September 5, 1997
	Page Four


     10.     You irrevocably and unconditionally 
release and discharge US Airways, it subsidiaries, 
parent, affiliates, predecessors, successors and 
assigns, and their respective principals, directors, 
officers, employees, and agents from all legal, 
equitable, or administrative claims, known and unknown, 
that you may have against any or all of them arising on 
or before the date you execute this agreement.  This 
release specifically includes but is not limited to any 
discrimination claims arising under the Civil Rights 
Act of 1964, as amended, the Americans with 
Disabilities Act, the Civil Rights Act of 1991, the Age 
Discrimination in Employment Act, the Employee 
Retirement Income Security Act, the Older Workers 
Benefit Protection Act, and all other claims arising 
under federal, state or local statutes, common law or 
ordinances.  This release also includes but is not 
limited to a release of any claim for tortious conduct, 
breach of contract, breach of covenants, wrongful 
discharge or for attorneys' fees and costs.

     11.     The parties agree that any and all claims 
concerning the application, interpretation, and 
enforcement of this agreement shall be filed and 
litigated in the appropriate trial court in the 
Commonwealth of Virginia.  The parties agree that they 
are expressly waiving the right to file and litigate 
any action, in law or in equity, concerning this 
agreement in any other forum.

     Your signature below indicates your agreement to and 
intention to be bound by the terms of this agreement.  Your 
signature below also indicates that you have read this 
document, understand all of its provisions, have had the 
opportunity to seek the advice of counsel, and you have been 
given at least 21 days to review the document.  If you  sign 
this agreement prior to the end of said 21-day period, you 
acknowledge that you have done so voluntarily.  You have 
seven days after signature to revoke this agreement.  Any 
such revocation must be delivered in writing to US Airways, 
to the attention of John R. Long, before the end of the 
seventh day.

     Pursuant to the authorization of its Board of 
Directors, US Airways has entered into this agreement by 
signature of its officer below.


     EXECUTIVE                     US AIRWAYS, INC.

     /s/ John W. Harper	         		/s/ John R. Long III
     ------------------            --------------------
     John W. Harper                John R. Long III
                                   Executive Vice President-Human
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