-----------------------------------------------------------------------------
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
           ON April 20, 2000. Registration No. 333-  ---

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933


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


                    DELAWARE         54-1194634
     (State of incorporation)	(IRS Employer Identification No.)

                        2345 CRYSTAL DRIVE
                    ARLINGTON, VIRGINIA  22227
 (Address of principal executive offices, including Zip Code)


       1997 Stock Incentive Plan of US Airways Group, Inc.
                    (Full title of the Plans)


                      LAWRENCE M. NAGIN, ESQ.
          Executive Vice President - Corporate Affairs and
                                     General Counsel
                       2345 CRYSTAL DRIVE
                  ARLINGTON, VIRGINIA  22227
                       (703) 872-7000
   (Name, address and telephone number, including area code, of
                      agent for service)

                            COPIES TO:

            SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                        919 THIRD AVENUE
                       NEW YORK, NY 10022
                 Attention: ERIC L. COCHRAN, ESQ.


<TABLE>
---------------------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

Title of Securities          Amount to be          Proposed Maximum         Proposed Maximum       Amount of
to be Registered             Registered(1)         Offering Price per       Aggregate Offering     Registration
                                                   Share                    Price                  Fee(4)
<S>                          <C>                   <C>                      <C>                    <C>

Common stock, $1.00
   par value                  51,950.00            $51.90625(2)             $  2,696,529.69        $  711.88
                               2,000.00            $48.28125(2)                  $96,562.50        $   25.49
                               4,000.00            $40.15625(2)                 $160,625.00        $   42.41
                               8,500.00            $40.62500(2)                 $345,312.50        $   91.16
                               5,000.00            $37.90625(2)                 $189,531.25        $   50.04
                               2,000.00            $33.78125(2)                  $67,562.50        $   17.84
                               6,000.00            $27.59375(2)                 $165,562.50        $   43.71
                             215,000.00            $27.59375(2)               $5,932,656.25        $1,566.22
                               2,000.00            $26.03125(2)                  $52,062.50        $   13.74
                               5,000.00            $26.87500(2)                 $134,375.00        $   35.48
                               3,000.00            $27.84375(2)                  $83,531.25        $   22.05
                               2,000.00            $27.06250(2)                  $54,125.00        $   14.29
                               2,000.00            $27.21875(2)                  $54,437.50        $   14.37
                               4,000.00            $25.21875(2)                 $100,875.00        $   26.63
                               2,000.00            $23.71875(2)                  $47,437.50        $   12.52
                             435,550.00            $25.31250(3)              $11,024,859.38        $2,910.56
                             ----------                                      --------------        ---------
   Total                     750,000.00                                      $21,206,045.31        $5,598.40
                             ==========                                      ==============        =========


(1)  We are registering 750,000 shares pursuant to the 1997 Stock Incentive Plan of US Airways Group, Inc.  Pursuant to Rule
     416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any
     additional shares of common stock which become issuable pursuant to the antidilution provisions of the 1997 Stock Incentive
     Plan of US Airways Group, Inc.

(2)  Computed pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the "Securities Act").

(3)  Estimated  pursuant to Rule 457(c) and (h)  under the Securities Act on the basis of the high and low selling prices per
share of the Common Stock on the New York Stock Exchange as of April 14, 2000.

(4)  The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as follows: 0.0264% of
     $21,206,045.31, the Proposed Maximum Aggregate Offering Price of the shares of common stock registered hereby.
</TABLE>


                     Explanatory Note
                     ----------------

     As permitted by General Instruction E to Form S-8, this
Registration Statement incorporates by reference the
information contained in the earlier registration statement
relating to, among other plans, the 1997 Stock Incentive
Plan of US Airways Group, Inc., filed on August 21, 1998,
Registration No. 333-62029.

     On September 13, 1999, the Human Resources Committee of
the Board of Directors of US Airways Group, Inc., pursuant
to authority granted under Section 13 of the 1997 Stock
Incentive Plan of US Airways Group, Inc., amended Section 3
of the plan to increase the number of shares of common stock
of US Airways Group, Inc. that may be issued pursuant to
stock options and restricted stock awarded under the plan
from 750,000 shares of common stock to 1,500,000 shares of
common stock.

                          PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
     -------------------------- ------------

     The Securities and Exchange Commission (the "SEC")
allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important
information to you by referring you to those documents.  The
information incorporated by reference is an important part
of this registration statement, and information that we file
later with the SEC will automatically update and supersede
this information.  We incorporate by reference the documents
listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), until
such time as this registration statement is no longer in
effect.

     (a)   Our Annual Report on Form 10-K for the fiscal
           year ended December 31, 1999;
     (b)   Our Current Reports on Form 8-K filed on January
           13, 2000, January 19, 2000, February 11, 2000,
           February 24, 2000, February 29, 2000,
           March 15, 2000, March 24, 2000, April 11, 2000
           and April 19, 2000; and
     (c)   The description of our common stock contained in
           our Registration Statement No. 33-50231 on Form
           S-3 filed with the SEC on September 13, 1993, as
           amended on September 28, 1993.


Item 8.    Exhibits
           --------

Exhibit
Number            Exhibit
----------	        -------

  4.1             1997 Stock Incentive Plan of US Airways
                  Group, Inc. (incorporated by reference
                  from Exhibit 10.9 to the Company's
                  Quarterly Report on Form 10-Q filed
                  March 19, 1998)
  4.2             Resolutions of the Human Resources
                  Committee, dated September 13, 1999,
                  amending the 1997 Stock Incentive Plan of
                  US Airways Group, Inc.
  4.3             First Amendment to the 1997 Stock
                  Incentive Plan of US Airways Group, Inc.
                  (incorporated by reference from Exhibit
                  10.15 to the Company's Annual Report
                  on Form 10-K filed March 15, 2000)
  5.1             Opinion of Skadden, Arps, Slate, Meagher &
                  Flom LLP
  23.1            Consent of KPMG LLP, independent public
                  accountants, with respect to the
                  consolidated financial statements of US
                  Airways Group, Inc.
  23.2            Consent of Skadden, Arps, Slate, Meagher &
                  Flom LLP (included in the Opinion filed as
                  Exhibit 5.1)
  24.1            Power of Attorney (included on the
                  signature page)

                              SIGNATURES

Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Arlington, Commonwealth of
Virginia on this 20th day of April, 2000.

                              US AIRWAYS GROUP, INC.

                         By: /s/ Lawrence M. Nagin
                             ---------------------
                             Lawrence M. Nagin
                             Executive Vice President -
                             Corporate Affairs and General
                             Counsel


                    POWER OF ATTORNEY AND SIGNATURES
     We, the undersigned officers and directors of US Airways Group, Inc.,
hereby severally constitute and appoint Lawrence M. Nagin and Thomas A. Mutryn,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable US Airways Group, Inc. to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

Name/Signature                         Title                           Date
--------------                         -----                           ----


/s/ Rakesh Gangwal             President,                         April 20, 2000
----------------------------   Chief Executive Officer,Director
Rakesh Gangwal


/s/ Thomas A. Mutryn           Senior Vice President -Finance,    April 20, 2000
----------------------------   Chief Financial Officer
Thomas A. Mutryn


/s/ Anita P. Beier             Vice President and Controller,     April 20, 2000
----------------------------   Chief Accounting Officer
Anita P. Beier


/s/ Mathias J. DeVito          Director                           March 15, 2000
----------------------------
Mathias J. DeVito


/s/ Peter M. George            Director                           March 15, 2000
----------------------------
Peter M. George


/s/ Robert L. Johnson          Director                           March 15, 2000
----------------------------
Robert L. Johnson


/s/ Robert LeBuhn              Director                           March 15, 2000
----------------------------
Robert LeBuhn


/s/ John G. Medlin, Jr.        Director                           March 15, 2000
----------------------------
John G. Medlin, Jr.




/s/ Hanne M. Merriman          Director                           March 15, 2000
----------------------------
Hanne M. Merriman


/s/ Thomas H. O'Brien          Director                           March 15, 2000
----------------------------
Thomas O'Brien


/s/ Hilda Ochoa-Brillembourg   Director                           March 15, 2000
----------------------------
Hilda Ochoa-Brillembourg


/s/ Richard B. Priory          Director                           March 15, 2000
----------------------------
Richard B. Priory


/s/ Raymond W. Smith           Director                           March 15, 2000
----------------------------
Raymond W. Smith


                                       6


/s/ Stephen M. Wolf            Director                           March 15, 2000
----------------------------
Stephen M. Wolf


                                       7



























                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number
(Referenced to
Item 601(b) of
Regulation S-K)         Exhibit
---------------         -------

  4.1     1997 Stock Incentive Plan of US Airways Group, Inc. (incorporated
          byreference from Exhibit 10.9 to the Company's Quarterly Report on
          Form 10-Q filed March 19, 1998)
  4.2     Resolutions of the Human Resources Committee, dated September 13,
          1999, amending the 1997 Stock Incentive Plan of US Airways Group, Inc.
  4.3     First Amendment to the 1997 Stock Incentive Plan of US Airways Group,
          Inc.(incorporated by reference from Exhibit 10.15 to the Company's
          Annual Report on Form 10-K filed March 15, 2000)
  5.1     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
  23.1    Consent of KPMG LLP, independent public accountants, with respect to
          the consolidated financial statements of US Airways Group, Inc.
  23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in the
          Opinion filed as Exhibit 5.1)
  24.1    Power of Attorney (included on the signature page)











                                        8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14175}]
{"company-data": {"conformed-name": "US AIRWAYS GROUP INC", "cik": "0000701345", "assigned-sic": "4512", "irs-number": "541194634", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35296", "film-number": "606022"}, "business-address": {"street1": "2345 CRYSTAL DR", "city": "ARLINGTON", "state": "VA", "zip": "22227", "phone": "7038725306"}}
-----------------------------------------------------------------------------
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
           ON April 20, 2000. Registration No. 333-  ---

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933

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

                    DELAWARE         54-1194634
     (State of incorporation)	(IRS Employer Identification No.)

                        2345 CRYSTAL DRIVE
                    ARLINGTON, VIRGINIA  22227
 (Address of principal executive offices, including Zip Code)

       1997 Stock Incentive Plan of US Airways Group, Inc.
                    (Full title of the Plans)

                      LAWRENCE M. NAGIN, ESQ.
          Executive Vice President - Corporate Affairs and
                                     General Counsel
                       2345 CRYSTAL DRIVE
                  ARLINGTON, VIRGINIA  22227
                       (703) 872-7000
   (Name, address and telephone number, including area code, of
                      agent for service)

                            COPIES TO:

            SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                        919 THIRD AVENUE
                       NEW YORK, NY 10022
                 Attention: ERIC L. COCHRAN, ESQ.

---------------------------------------------------------------------------------------------------------------------------------
                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
Title of Securities          Amount to be          Proposed Maximum         Proposed Maximum       Amount of
to be Registered             Registered(1)         Offering Price per       Aggregate Offering     Registration
                                                   Share                    Price                  Fee(4)
Common stock, $1.00
   par value                  51,950.00            $51.90625(2)             $  2,696,529.69        $  711.88
                               2,000.00            $48.28125(2)                  $96,562.50        $   25.49
                               4,000.00            $40.15625(2)                 $160,625.00        $   42.41
                               8,500.00            $40.62500(2)                 $345,312.50        $   91.16
                               5,000.00            $37.90625(2)                 $189,531.25        $   50.04
                               2,000.00            $33.78125(2)                  $67,562.50        $   17.84
                               6,000.00            $27.59375(2)                 $165,562.50        $   43.71
                             215,000.00            $27.59375(2)               $5,932,656.25        $1,566.22
                               2,000.00            $26.03125(2)                  $52,062.50        $   13.74
                               5,000.00            $26.87500(2)                 $134,375.00        $   35.48
                               3,000.00            $27.84375(2)                  $83,531.25        $   22.05
                               2,000.00            $27.06250(2)                  $54,125.00        $   14.29
                               2,000.00            $27.21875(2)                  $54,437.50        $   14.37
                               4,000.00            $25.21875(2)                 $100,875.00        $   26.63
                               2,000.00            $23.71875(2)                  $47,437.50        $   12.52
                             435,550.00            $25.31250(3)              $11,024,859.38        $2,910.56
                             ----------                                      --------------        ---------
   Total                     750,000.00                                      $21,206,045.31        $5,598.40
                             ==========                                      ==============        =========

(1)  We are registering 750,000 shares pursuant to the 1997 Stock Incentive Plan of US Airways Group, Inc.  Pursuant to Rule
     416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any
     additional shares of common stock which become issuable pursuant to the antidilution provisions of the 1997 Stock Incentive
     Plan of US Airways Group, Inc.

(2)  Computed pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the "Securities Act").

(3)  Estimated  pursuant to Rule 457(c) and (h)  under the Securities Act on the basis of the high and low selling prices per
share of the Common Stock on the New York Stock Exchange as of April 14, 2000.

(4)  The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as follows: 0.0264% of
     $21,206,045.31, the Proposed Maximum Aggregate Offering Price of the shares of common stock registered hereby.
Explanatory Note
                     ----------------

     As permitted by General Instruction E to Form S-8, this
Registration Statement incorporates by reference the
information contained in the earlier registration statement
relating to, among other plans, the 1997 Stock Incentive
Plan of US Airways Group, Inc., filed on August 21, 1998,
Registration No. 333-62029.

     On September 13, 1999, the Human Resources Committee of
the Board of Directors of US Airways Group, Inc., pursuant
to authority granted under Section 13 of the 1997 Stock
Incentive Plan of US Airways Group, Inc., amended Section 3
of the plan to increase the number of shares of common stock
of US Airways Group, Inc. that may be issued pursuant to
stock options and restricted stock awarded under the plan
from 750,000 shares of common stock to 1,500,000 shares of
common stock.

                          PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
     -------------------------- ------------

     The Securities and Exchange Commission (the "SEC")
allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important
information to you by referring you to those documents.  The
information incorporated by reference is an important part
of this registration statement, and information that we file
later with the SEC will automatically update and supersede
this information.  We incorporate by reference the documents
listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), until
such time as this registration statement is no longer in
effect.

     (a)   Our Annual Report on Form 10-K for the fiscal
           year ended December 31, 1999;
     (b)   Our Current Reports on Form 8-K filed on January
           13, 2000, January 19, 2000, February 11, 2000,
           February 24, 2000, February 29, 2000,
           March 15, 2000, March 24, 2000, April 11, 2000
           and April 19, 2000; and
     (c)   The description of our common stock contained in
           our Registration Statement No. 33-50231 on Form
           S-3 filed with the SEC on September 13, 1993, as
           amended on September 28, 1993.

Item 8.    Exhibits
           --------

Exhibit
Number            Exhibit
----------	        -------

  4.1             1997 Stock Incentive Plan of US Airways
                  Group, Inc. (incorporated by reference
                  from Exhibit 10.9 to the Company's
                  Quarterly Report on Form 10-Q filed
                  March 19, 1998)
  4.2             Resolutions of the Human Resources
                  Committee, dated September 13, 1999,
                  amending the 1997 Stock Incentive Plan of
                  US Airways Group, Inc.
  4.3             First Amendment to the 1997 Stock
                  Incentive Plan of US Airways Group, Inc.
                  (incorporated by reference from Exhibit
                  10.15 to the Company's Annual Report
                  on Form 10-K filed March 15, 2000)
  5.1             Opinion of Skadden, Arps, Slate, Meagher &
                  Flom LLP
  23.1            Consent of KPMG LLP, independent public
                  accountants, with respect to the
                  consolidated financial statements of US
                  Airways Group, Inc.
  23.2            Consent of Skadden, Arps, Slate, Meagher &
                  Flom LLP (included in the Opinion filed as
                  Exhibit 5.1)
  24.1            Power of Attorney (included on the
                  signature page)

                              SIGNATURES

Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Arlington, Commonwealth of
Virginia on this 20th day of April, 2000.

                              US AIRWAYS GROUP, INC.

                         By: /s/ Lawrence M. Nagin
                             ---------------------
                             Lawrence M. Nagin
                             Executive Vice President -
                             Corporate Affairs and General
                             Counsel

                    POWER OF ATTORNEY AND SIGNATURES
     We, the undersigned officers and directors of US Airways Group, Inc.,
hereby severally constitute and appoint Lawrence M. Nagin and Thomas A. Mutryn,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable US Airways Group, Inc. to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

Name/Signature                         Title                           Date
--------------                         -----                           ----

/s/ Rakesh Gangwal             President,                         April 20, 2000
----------------------------   Chief Executive Officer,Director
Rakesh Gangwal

/s/ Thomas A. Mutryn           Senior Vice President -Finance,    April 20, 2000
----------------------------   Chief Financial Officer
Thomas A. Mutryn

/s/ Anita P. Beier             Vice President and Controller,     April 20, 2000
----------------------------   Chief Accounting Officer
Anita P. Beier

/s/ Mathias J. DeVito          Director                           March 15, 2000
----------------------------
Mathias J. DeVito

/s/ Peter M. George            Director                           March 15, 2000
----------------------------
Peter M. George

/s/ Robert L. Johnson          Director                           March 15, 2000
----------------------------
Robert L. Johnson

/s/ Robert LeBuhn              Director                           March 15, 2000
----------------------------
Robert LeBuhn

/s/ John G. Medlin, Jr.        Director                           March 15, 2000
----------------------------
John G. Medlin, Jr.

/s/ Hanne M. Merriman          Director                           March 15, 2000
----------------------------
Hanne M. Merriman

/s/ Thomas H. O'Brien          Director                           March 15, 2000
----------------------------
Thomas O'Brien

/s/ Hilda Ochoa-Brillembourg   Director                           March 15, 2000
----------------------------
Hilda Ochoa-Brillembourg

/s/ Richard B. Priory          Director                           March 15, 2000
----------------------------
Richard B. Priory

/s/ Raymond W. Smith           Director                           March 15, 2000
----------------------------
Raymond W. Smith

                                       6

/s/ Stephen M. Wolf            Director                           March 15, 2000
----------------------------
Stephen M. Wolf

                                       7

                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number
(Referenced to
Item 601(b) of
Regulation S-K)         Exhibit
---------------         -------

  4.1     1997 Stock Incentive Plan of US Airways Group, Inc. (incorporated
          byreference from Exhibit 10.9 to the Company's Quarterly Report on
          Form 10-Q filed March 19, 1998)
  4.2     Resolutions of the Human Resources Committee, dated September 13,
          1999, amending the 1997 Stock Incentive Plan of US Airways Group, Inc.
  4.3     First Amendment to the 1997 Stock Incentive Plan of US Airways Group,
          Inc.(incorporated by reference from Exhibit 10.15 to the Company's
          Annual Report on Form 10-K filed March 15, 2000)
  5.1     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
  23.1    Consent of KPMG LLP, independent public accountants, with respect to
          the consolidated financial statements of US Airways Group, Inc.
  23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in the
          Opinion filed as Exhibit 5.1)
  24.1    Power of Attorney (included on the signature page)

                                        8