FORM 10-Q/A
                  QUARTERLY REPORT PURSUANT TO SECTION 13
              OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934


                                 (Mark One)
        [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
             For the quarterly period ended September 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.
           (Exact name of registrant as specified in its charter)

                      State of Incorporation: Delaware

         2345 Crystal Drive, Arlington, Virginia 22227 (Address of
                        principal executive offices)

                               (703) 872-5306
            (Registrant's telephone number, including area code)

                      (Commission file number: 1-8444)
              (I.R.S. Employer Identification No.: 54-1194634)

                              US AIRWAYS, INC.
           (Exact name of registrant as specified in its charter)

                      State of Incorporation: Delaware

         2345 Crystal Drive, Arlington, Virginia 22227 (Address of
                        principal executive offices)

                               (703) 872-7000
            (Registrant's telephone number, including area code)

                      (Commission file number: 1-8442)
              (I.R.S. Employer Identification No.: 53-0218143)

      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 October 31, 1997, there were outstanding approximately
91,284,000 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 in the reduced disclosure format
permitted by such Instructions.






                              EXPLANATORY NOTE

      This Quarterly Report on Form 10-Q/A for the quarterly period ended
September 30, 1997 is being filed solely to re-file a new version of
Exhibit 10.1 hereto (pursuant to a confidential treatment request filed
with the Securities and Exchange Commission (SEC)) and to amend the list of
Exhibits included herein relating thereto. The 10-Q/A constitutes Amendment
No. 1 to US Airways Group Inc.'s (US Airways Group) and US Airways, Inc.'s
(US Airways) Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997.


ITEM 6.  EXHIBITS

Designation             Description

*4                      Certificate of Designation of the Series H Senior
                        Cumulative Preferred Stock

10.1                    Purchase agreement dated October 31, 1997 between
                        US Airways Group and AVSA, S.A.R.L. (AVSA), an
                        affiliate of aircraft manufacturer Airbus Industrie
                        G.I.E. (incorporated by reference to Exhibit 10.1
                        to US Airways Group's Quarterly Report on Form 10-Q
                        for the three months ended September 30, 1997)
                        (portions of this exhibit were omitted pursuant to
                        a request for confidential treatment filed
                        separately with the SEC).

*10.2                   Employment agreement between US Airways, Inc. and
                        its Chief Financial Officer.

*11                     Computation of Primary and Fully Diluted Income
                        (Loss) Per Common Share for the three months and
                        nine months ended September 30, 1997 for
                        US Airways Group, Inc.

*27.1                   Financial Data Schedule - US Airways Group, Inc.

*27.2                   Financial Data Schedule - US Airways, Inc.

------------------------------

      * Filed previously with or incorporated by reference in Form 10-Q on
September 30, 1997.



                   (this space intentionally left blank)










                                 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.


Dated:  May 24, 1999          US AIRWAYS GROUP, INC. (REGISTRANT)


                              By:     /s/ Thomas A. Mutryn
                                 -----------------------------------------
                              Thomas A. Mutryn, Chief Financial Officer
                              (Principal Financial Officer and Principal
                              Accounting Officer)



Dated:  May 24, 1999          US AIRWAYS, INC. (REGISTRANT)


                              By:    /s/ Thomas A. Mutryn
                                 ------------------------------------------
                              Thomas A. Mutryn, Chief Financial Officer
                              (Principal Financial Officer and Principal
                              Accounting Officer)