UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

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

                                 Date of Report
                        (Date of earliest event reported)

                               September 27, 2005

                             US Airways Group, Inc.
                        (Commission file number: 1-8444)

            (Exact Name of Registrant as specified in their charters)

    Delaware                           US Airways Group, Inc. 54-1194634
    (State of Incorporation
    of registrant)                        (I.R.S. Employer Identification No.)


                111 West Rio Salado Parkway, Tempe Arizona, 85281
                    (Address of principal executive offices)
                                 (480) 693-0800
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


Item 1.01         Entry into a Material Definitive Agreement

         On September 27, 2005, US Airways Group, Inc. (the "Company")
consummated the transactions contemplated by it's plan of reorganization,
including its previously announced merger transaction (the "Merger") with
America West Holdings Corporation ("Holdings") pursuant to the Agreement and
Plan of Merger, dated as of May 19, 2005, among the Company, Holdings and
Barbell Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of the Company. As a result of the Merger, Holdings became a wholly owned
subsidiary of the Company.

Supplemental Indenture

         In connection with the completion of the Merger, the Company executed
and delivered to Wilmington Trust Company (the "Trustee"), a Supplemental
Indenture No. 1, dated as of September 27, 2005 (the "Supplemental Indenture"),
in accordance with the Indenture dated as of January 18, 2002 (the "Indenture")
between the Company and the Trustee providing for the issuance of Holdings' 7.5%
Convertible Senior Notes due 2009 (the "2009 Notes"). The Supplemental Indenture
provides, among other things, that (i) upon conversion of the 2009 Notes after
the completion of the Merger, each of the 2009 Notes shall be convertible into
shares of common stock the Company, (ii) the Company unconditionally guarantees
the full and punctual payment of principal of, and interest on, the 2009 Notes
when due, whether at maturity, by acceleration, by redemption or otherwise and
all other monetary obligations of Holdings under the Indenture and the 2009
Notes, and the full and punctual performance with applicable grace periods of
all other obligations of Holdings under the Indenture and the 2009 Notes (the
"US Airways Group Guarantee") and (iii) the Company unconditionally and
irrevocably guarantees all monetary obligations of America West Airlines, Inc.
under the Guaranty, dated as of January 18, 2002 (the "AWA Guarantee"), of
America West Airlines, Inc. in favor of the holders of the 2009 Notes and the
Trustee and the full and punctual performance within applicable grace periods of
all other obligations of America West Airlines, Inc. under the AWA Guarantee and
the 2009 Notes (the "Additional US Airways Group Guarantee", and together with
the US Airways Group Guarantee, the "US Airways Group Guarantees") and extends
to the holders of the 2009 Notes certain rights and privileges in connection
with the US Airways Group Guarantees. A copy of the Supplemental Indenture is
attached as Exhibit 10.1 hereto. The description of the Supplemental Indenture
above is qualified in its entirety by reference to the full text of the
Supplemental Indenture.

Guarantee and Exchange Agreement Supplement

         In connection with the completion of the Merger, the Company executed
and delivered to U.S. Bank National Association (the "7.25% Trustee"), a
Guarantee and Exchange Agreement Supplement No. 1, dated as of September 27,
2005 (the "Supplement"), in accordance with the Guarantee and Exchange
Agreement, dated as of July 30, 2003 (the "Guarantee and Exchange Agreement"),
between the Company and the 7.25% Trustee in connection with the issuance of the
7.25% Senior Exchangeable Notes Due 2023 (the "Exchangeable Notes"). The
Supplement provides, among other things, that (i) upon exchange of the
Exchangeable Notes by the holders, the Company may, at the Company's option,
deliver common stock of the Company and (ii) the Company absolutely,
unconditionally and irrevocably guarantees the Exchangeable Notes, the
obligations of Holdings under the Exchangeable Notes and the Guarantee and
Exchange Agreement. A copy of the Supplement is attached as Exhibit 10.2 hereto.
The description of the Supplement described above is qualified in its entirety
by reference to the full text of the Supplement.

Item 2.03         Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement

         On September 27, 2005, in connection with the Merger, the Company
unconditionally guaranteed the due and punctual payment of principal of, and
interest on, and all other amounts due under the following:

     o   approximately $91 million outstanding under the 2009 Notes; and

     o   approximately $87 million outstanding under the Exchangeable Notes.

         The 2009 Notes are convertible into shares of the Company's common
stock. The 2009 Notes will mature on January 18, 2009 unless earlier converted
or redeemed.

         Completion of the Merger constituted a "change of control" under the
Exchangeable Notes and will require America West Airlines, Inc. to make an offer
to purchase those notes within 30 days after the effective time of the Merger at
a purchase price of $343.61 per $1,000 principal amount at maturity. Under the
terms of the Exchangeable Notes and the related Supplement, America West
Airlines, Inc.'s obligation to purchase the Exchangeable Notes may be satisfied
at the Company's election by delivery of shares of the Company's common stock
having a "fair market value" of not less than $343.61 per $1,000 principal
amount at maturity for a total of $86.8 million plus an additional $1.1 million
of accrued but unpaid interest. For this purpose, "fair market value" means 95%
of the average market price of the Company's common stock calculated over the
five business days ending on the third business day before the purchase date.

Item 9.01         Financial Statements and Exhibits

         (d)      Exhibits

         The following exhibits are filed with this report.

   Exhibit No.      Description
   -----------      -----------

       10.1         Supplemental Indenture No. 1, dated as of September 27,
                    2005, among America West Holdings Corporation, US Airways
                    Group, Inc. and Wilmington Trust Company.

       10.2         Guarantee and Exchange Agreement Supplement No. 1, dated at
                    of September 27, 2005, among America West Holdings
                    Corporation, US Airways Group, Inc. and U.S. Bank National
                    Association.

FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein should be considered "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward looking statements may be identified by words such as
"may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan,"
"could," "should," and "continue" and similar terms used in connection with
statements regarding the outlook of US Airways Group (the "Company"), expected
fuel costs, the RASM environment, and expected financial performance. Such
statements include, but are not limited to, statements about the benefits of the
business combination transaction involving America West Holdings Corporation and
US Airways Group, including future financial and operating results, the combined
companies' plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties that could cause the Company's actual
results and financial position to differ materially from these statements. Such
risks and uncertainties include, but are not limited to, the following: the
ability of the Company to obtain and maintain any necessary financing for
operations and other purposes (including compliance with financial covenants);
the ability of the Company to maintain adequate liquidity; the impact of changes
in fuel prices; the impact of economic conditions; changes in prevailing
interest rates; the ability to attract and retain qualified personnel; the
ability of the companies to attract and retain customers; the ability of the
Company to obtain and maintain commercially reasonable terms with vendors and
service providers; the cyclical nature of the airline industry; competitive
practices in the industry, including significant fare restructuring activities
by major airlines; labor costs; security-related and insurance costs; weather
conditions; government legislation and regulation; relations with unionized
employees generally and the impact and outcome of the labor negotiations; the
impact of global instability including the potential impact of current and
future hostilities, terrorist attacks, infectious disease outbreaks or other
global events; the impact of the resolution of remaining claims in US Airways
Group's Chapter 11 proceedings; the ability of the Company to fund and execute
its business plan following the Chapter 11 proceedings and the merger; and other
risks and uncertainties listed from time to time in the companies' reports to
the SEC. There may be other factors not identified above of which the Company is
not currently aware that may affect matters discussed in the forward-looking
statements, and may also cause actual results to differ materially from those
discussed. The Company assumes no obligation to publicly update any
forward-looking statement to reflect actual results, changes in assumptions or
changes in other factors affecting such estimates other than as required by law.
Additional factors that may affect the future results of the Company are set
forth in the filings of US Airways Group and America West Holdings with the SEC,
which are available at www.usairways.com and www.americawest.com, respectively.

<PAGE>


                                   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 hereunto duly authorized.


                                        US Airways Group, Inc. (REGISTRANT)

Date: October 3, 2005                   By:   /s/ James E. Walsh III
                                            ---------------------------------
                                        James E. Walsh III
                                        Senior Vice President and
                                        General Counsel

<PAGE>



                                  EXHIBIT INDEX


   Exhibit No.      Description
   -----------      -----------

       10.1         Supplemental Indenture No. 1, dated as of September 27,
                    2005, among America West Holdings Corporation, US Airways
                    Group, Inc. and Wilmington Trust Company.

       10.2         Guarantee and Exchange Agreement Supplement No. 1, dated at
                    of September 27, 2005, among America West Holdings
                    Corporation, US Airways Group, Inc. and U.S. Bank National
                    Association.
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

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

                                 Date of Report
                        (Date of earliest event reported)

                               September 27, 2005

                             US Airways Group, Inc.
                        (Commission file number: 1-8444)

            (Exact Name of Registrant as specified in their charters)

    Delaware                           US Airways Group, Inc. 54-1194634
    (State of Incorporation
    of registrant)                        (I.R.S. Employer Identification No.)

                111 West Rio Salado Parkway, Tempe Arizona, 85281
                    (Address of principal executive offices)
                                 (480) 693-0800
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01         Entry into a Material Definitive Agreement

         On September 27, 2005, US Airways Group, Inc. (the "Company")
consummated the transactions contemplated by it's plan of reorganization,
including its previously announced merger transaction (the "Merger") with
America West Holdings Corporation ("Holdings") pursuant to the Agreement and
Plan of Merger, dated as of May 19, 2005, among the Company, Holdings and
Barbell Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of the Company. As a result of the Merger, Holdings became a wholly owned
subsidiary of the Company.

Supplemental Indenture

         In connection with the completion of the Merger, the Company executed
and delivered to Wilmington Trust Company (the "Trustee"), a Supplemental
Indenture No. 1, dated as of September 27, 2005 (the "Supplemental Indenture"),
in accordance with the Indenture dated as of January 18, 2002 (the "Indenture")
between the Company and the Trustee providing for the issuance of Holdings' 7.5%
Convertible Senior Notes due 2009 (the "2009 Notes"). The Supplemental Indenture
provides, among other things, that (i) upon conversion of the 2009 Notes after
the completion of the Merger, each of the 2009 Notes shall be convertible into
shares of common stock the Company, (ii) the Company unconditionally guarantees
the full and punctual payment of principal of, and interest on, the 2009 Notes
when due, whether at maturity, by acceleration, by redemption or otherwise and
all other monetary obligations of Holdings under the Indenture and the 2009
Notes, and the full and punctual performance with applicable grace periods of
all other obligations of Holdings under the Indenture and the 2009 Notes (the
"US Airways Group Guarantee") and (iii) the Company unconditionally and
irrevocably guarantees all monetary obligations of America West Airlines, Inc.
under the Guaranty, dated as of January 18, 2002 (the "AWA Guarantee"), of
America West Airlines, Inc. in favor of the holders of the 2009 Notes and the
Trustee and the full and punctual performance within applicable grace periods of
all other obligations of America West Airlines, Inc. under the AWA Guarantee and
the 2009 Notes (the "Additional US Airways Group Guarantee", and together with
the US Airways Group Guarantee, the "US Airways Group Guarantees") and extends
to the holders of the 2009 Notes certain rights and privileges in connection
with the US Airways Group Guarantees. A copy of the Supplemental Indenture is
attached as Exhibit 10.1 hereto. The description of the Supplemental Indenture
above is qualified in its entirety by reference to the full text of the
Supplemental Indenture.

Guarantee and Exchange Agreement Supplement

         In connection with the completion of the Merger, the Company executed
and delivered to U.S. Bank National Association (the "7.25% Trustee"), a
Guarantee and Exchange Agreement Supplement No. 1, dated as of September 27,
2005 (the "Supplement"), in accordance with the Guarantee and Exchange
Agreement, dated as of July 30, 2003 (the "Guarantee and Exchange Agreement"),
between the Company and the 7.25% Trustee in connection with the issuance of the
7.25% Senior Exchangeable Notes Due 2023 (the "Exchangeable Notes"). The
Supplement provides, among other things, that (i) upon exchange of the
Exchangeable Notes by the holders, the Company may, at the Company's option,
deliver common stock of the Company and (ii) the Company absolutely,
unconditionally and irrevocably guarantees the Exchangeable Notes, the
obligations of Holdings under the Exchangeable Notes and the Guarantee and
Exchange Agreement. A copy of the Supplement is attached as Exhibit 10.2 hereto.
The description of the Supplement described above is qualified in its entirety
by reference to the full text of the Supplement.

Item 2.03         Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement

         On September 27, 2005, in connection with the Merger, the Company
unconditionally guaranteed the due and punctual payment of principal of, and
interest on, and all other amounts due under the following:

     o   approximately $91 million outstanding under the 2009 Notes; and

     o   approximately $87 million outstanding under the Exchangeable Notes.

         The 2009 Notes are convertible into shares of the Company's common
stock. The 2009 Notes will mature on January 18, 2009 unless earlier converted
or redeemed.

         Completion of the Merger constituted a "change of control" under the
Exchangeable Notes and will require America West Airlines, Inc. to make an offer
to purchase those notes within 30 days after the effective time of the Merger at
a purchase price of $343.61 per $1,000 principal amount at maturity. Under the
terms of the Exchangeable Notes and the related Supplement, America West
Airlines, Inc.'s obligation to purchase the Exchangeable Notes may be satisfied
at the Company's election by delivery of shares of the Company's common stock
having a "fair market value" of not less than $343.61 per $1,000 principal
amount at maturity for a total of $86.8 million plus an additional $1.1 million
of accrued but unpaid interest. For this purpose, "fair market value" means 95%
of the average market price of the Company's common stock calculated over the
five business days ending on the third business day before the purchase date.

Item 9.01         Financial Statements and Exhibits

         (d)      Exhibits

         The following exhibits are filed with this report.

   Exhibit No.      Description
   -----------      -----------

       10.1         Supplemental Indenture No. 1, dated as of September 27,
                    2005, among America West Holdings Corporation, US Airways
                    Group, Inc. and Wilmington Trust Company.

       10.2         Guarantee and Exchange Agreement Supplement No. 1, dated at
                    of September 27, 2005, among America West Holdings
                    Corporation, US Airways Group, Inc. and U.S. Bank National
                    Association.

FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein should be considered "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward looking statements may be identified by words such as
"may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan,"
"could," "should," and "continue" and similar terms used in connection with
statements regarding the outlook of US Airways Group (the "Company"), expected
fuel costs, the RASM environment, and expected financial performance. Such
statements include, but are not limited to, statements about the benefits of the
business combination transaction involving America West Holdings Corporation and
US Airways Group, including future financial and operating results, the combined
companies' plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties that could cause the Company's actual
results and financial position to differ materially from these statements. Such
risks and uncertainties include, but are not limited to, the following: the
ability of the Company to obtain and maintain any necessary financing for
operations and other purposes (including compliance with financial covenants);
the ability of the Company to maintain adequate liquidity; the impact of changes
in fuel prices; the impact of economic conditions; changes in prevailing
interest rates; the ability to attract and retain qualified personnel; the
ability of the companies to attract and retain customers; the ability of the
Company to obtain and maintain commercially reasonable terms with vendors and
service providers; the cyclical nature of the airline industry; competitive
practices in the industry, including significant fare restructuring activities
by major airlines; labor costs; security-related and insurance costs; weather
conditions; government legislation and regulation; relations with unionized
employees generally and the impact and outcome of the labor negotiations; the
impact of global instability including the potential impact of current and
future hostilities, terrorist attacks, infectious disease outbreaks or other
global events; the impact of the resolution of remaining claims in US Airways
Group's Chapter 11 proceedings; the ability of the Company to fund and execute
its business plan following the Chapter 11 proceedings and the merger; and other
risks and uncertainties listed from time to time in the companies' reports to
the SEC. There may be other factors not identified above of which the Company is
not currently aware that may affect matters discussed in the forward-looking
statements, and may also cause actual results to differ materially from those
discussed. The Company assumes no obligation to publicly update any
forward-looking statement to reflect actual results, changes in assumptions or
changes in other factors affecting such estimates other than as required by law.
Additional factors that may affect the future results of the Company are set
forth in the filings of US Airways Group and America West Holdings with the SEC,
which are available at www.usairways.com and www.americawest.com, respectively.
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 hereunto duly authorized.

                                        US Airways Group, Inc. (REGISTRANT)

Date: October 3, 2005                   By:   /s/ James E. Walsh III
                                            ---------------------------------
                                        James E. Walsh III
                                        Senior Vice President and
                                        General Counsel
EXHIBIT INDEX

   Exhibit No.      Description
   -----------      -----------

       10.1         Supplemental Indenture No. 1, dated as of September 27,
                    2005, among America West Holdings Corporation, US Airways
                    Group, Inc. and Wilmington Trust Company.

       10.2         Guarantee and Exchange Agreement Supplement No. 1, dated at
                    of September 27, 2005, among America West Holdings
                    Corporation, US Airways Group, Inc. and U.S. Bank National
                    Association.