SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

                                 May 23, 2000
               Date of Report (Date of earliest event reported)

                            US AIRWAYS GROUP, INC.
                       (Commission file number: 1-8444)

                                     and

                               US AIRWAYS, INC.
                       (Commission file number: 1-8442)

         (Exact names of registrants as specified in their charters)

                  Delaware US Airways Group, Inc. 54-1194634
             (State of incorporation US Airways, Inc. 53-0218143
          of both registrants) (I.R.S. Employer Identification Nos.)


                            US Airways Group, Inc.
                   2345 Crystal Drive, Arlington, VA 22227
                   (Address of principal executive offices)
                                (703) 872-7000
             (Registrant's telephone number, including area code)


                               US Airways, Inc.
                   2345 Crystal Drive, Arlington, VA 22227
                   (Address of principal executive offices)
                                (703) 872-7000
             (Registrant's telephone number, including area code)



Item 5.  Other Events.

            As disclosed in a joint press release issued on May 24, 2000 by
US Airways Group, Inc. ("US Airways") and UAL Corporation ("UAL"), US
Airways, UAL and Yellow Jacket Acquisition Corp., a wholly-owned subsidiary
of UAL ("Merger Sub"), entered into an Agreement and Plan of Merger, dated
May 23, 2000 (the "Merger Agreement"), pursuant to which Merger Sub will be
merged with and into US Airways, with US Airways being the surviving
corporation (the "Merger"). As previously disclosed, pursuant to the
Merger, each issued and outstanding share of common stock, par value $1.00
per share, of US Airways (other than Appraisal Shares (as defined in the
Merger Agreement)) will be converted into the right to receive $60 in cash.
Consummation of the Merger and the other transactions contemplated by the
Merger Agreement are subject to various conditions set forth in the Merger
Agreement, including, but not limited to, the receipt of regulatory
approvals and the approval of the stockholders of US Airways.

            Also on May 23, 2000, in connection with entering into the
Merger Agreement, US Airways, UAL and Mr. Robert Johnson entered into a
memorandum of understanding (the "Memorandum") pursuant to which the
parties agreed to negotiate and enter into definitive documentation
providing for the sale of certain assets (which are identified on
Attachment I to the Memorandum) of US Airways to an entity established by
Mr. Johnson and the provision of certain services (as identified on
Attachment I to the Memorandum) to such entity.

            Copies of the Merger Agreement and the Memorandum (including
Attachment I thereto) are attached hereto as Exhibits 2.1 and 2.2,
respectively, and are incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to the full text of
such exhibits.

Item 7.  Financial Statements and Exhibits.

      (c)   The following exhibits are filed with this report:

      2.1   Agreement and Plan of Merger, dated as of May 23, 2000, by and
            among UAL Corporation, Yellow Jacket Acquisition Corp. and US
            Airways Group, Inc. (including Exhibit A thereto)

      2.2   Memorandum of Understanding, dated May 23, 2000, by and among
            UAL Corporation, US Airways Group, Inc. and Mr. Robert L.
            Johnson (including Attachment I thereto)





                                 SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                  US AIRWAYS GROUP, INC. (REGISTRANT)


Date: May 30, 2000                By: /s/ Anita P. Beier
                                     ------------------------------------
                                     Name:  Anita P. Beier
                                     Title: Vice President and Controller
                                            (Chief Accounting Officer)


                                  US AIRWAYS, INC. (REGISTRANT)


Date: May 30, 2000                By: /s/ Anita P. Beier
                                     ------------------------------------
                                     Name:  Anita P. Beier
                                     Title: Vice President and Controller
                                            (Chief Accounting Officer)





                               EXHIBIT INDEX

2.1      Agreement and Plan of Merger, dated as of May 23, 2000, by and
         among UAL Corporation, Yellow Jacket Acquisition Corp. and US
         Airways Group, Inc. (including Exhibit A thereto)

2.2      Memorandum of Understanding, dated May 23, 2000, by and among UAL
         Corporation, US Airways Group, Inc. and Mr. Robert L. Johnson
         (including Attachment I thereto)
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SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

                                 May 23, 2000
               Date of Report (Date of earliest event reported)

                            US AIRWAYS GROUP, INC.
                       (Commission file number: 1-8444)

                                     and

                               US AIRWAYS, INC.
                       (Commission file number: 1-8442)

         (Exact names of registrants as specified in their charters)

                  Delaware US Airways Group, Inc. 54-1194634
             (State of incorporation US Airways, Inc. 53-0218143
          of both registrants) (I.R.S. Employer Identification Nos.)

                            US Airways Group, Inc.
                   2345 Crystal Drive, Arlington, VA 22227
                   (Address of principal executive offices)
                                (703) 872-7000
             (Registrant's telephone number, including area code)

                               US Airways, Inc.
                   2345 Crystal Drive, Arlington, VA 22227
                   (Address of principal executive offices)
                                (703) 872-7000
             (Registrant's telephone number, including area code)

Item 5.  Other Events.

            As disclosed in a joint press release issued on May 24, 2000 by
US Airways Group, Inc. ("US Airways") and UAL Corporation ("UAL"), US
Airways, UAL and Yellow Jacket Acquisition Corp., a wholly-owned subsidiary
of UAL ("Merger Sub"), entered into an Agreement and Plan of Merger, dated
May 23, 2000 (the "Merger Agreement"), pursuant to which Merger Sub will be
merged with and into US Airways, with US Airways being the surviving
corporation (the "Merger"). As previously disclosed, pursuant to the
Merger, each issued and outstanding share of common stock, par value $1.00
per share, of US Airways (other than Appraisal Shares (as defined in the
Merger Agreement)) will be converted into the right to receive $60 in cash.
Consummation of the Merger and the other transactions contemplated by the
Merger Agreement are subject to various conditions set forth in the Merger
Agreement, including, but not limited to, the receipt of regulatory
approvals and the approval of the stockholders of US Airways.

            Also on May 23, 2000, in connection with entering into the
Merger Agreement, US Airways, UAL and Mr. Robert Johnson entered into a
memorandum of understanding (the "Memorandum") pursuant to which the
parties agreed to negotiate and enter into definitive documentation
providing for the sale of certain assets (which are identified on
Attachment I to the Memorandum) of US Airways to an entity established by
Mr. Johnson and the provision of certain services (as identified on
Attachment I to the Memorandum) to such entity.

            Copies of the Merger Agreement and the Memorandum (including
Attachment I thereto) are attached hereto as Exhibits 2.1 and 2.2,
respectively, and are incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to the full text of
such exhibits.

Item 7.  Financial Statements and Exhibits.

      (c)   The following exhibits are filed with this report:

      2.1   Agreement and Plan of Merger, dated as of May 23, 2000, by and
            among UAL Corporation, Yellow Jacket Acquisition Corp. and US
            Airways Group, Inc. (including Exhibit A thereto)

      2.2   Memorandum of Understanding, dated May 23, 2000, by and among
            UAL Corporation, US Airways Group, Inc. and Mr. Robert L.
            Johnson (including Attachment I thereto)

                                 SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                  US AIRWAYS GROUP, INC. (REGISTRANT)

Date: May 30, 2000                By: /s/ Anita P. Beier
                                     ------------------------------------
                                     Name:  Anita P. Beier
                                     Title: Vice President and Controller
                                            (Chief Accounting Officer)

                                  US AIRWAYS, INC. (REGISTRANT)

Date: May 30, 2000                By: /s/ Anita P. Beier
                                     ------------------------------------
                                     Name:  Anita P. Beier
                                     Title: Vice President and Controller
                                            (Chief Accounting Officer)

                               EXHIBIT INDEX

2.1      Agreement and Plan of Merger, dated as of May 23, 2000, by and
         among UAL Corporation, Yellow Jacket Acquisition Corp. and US
         Airways Group, Inc. (including Exhibit A thereto)

2.2      Memorandum of Understanding, dated May 23, 2000, by and among UAL
         Corporation, US Airways Group, Inc. and Mr. Robert L. Johnson
         (including Attachment I thereto)