8-K

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)

August 28, 2003

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

          On August 28, 2003, US Airways Group, Inc. (the Company) and US Airways, Inc. issued a news release (see exhibit 99 below).

         Certain of the information contained herein should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect the Company's current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company's operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to operate pursuant to the terms of its financing facilities; the ability of the Company to obtain and maintain normal terms with vendors and service providers; the Company's ability to maintain contracts that are critical to its operations; the ability of the Company to fund and execute its business plan; the ability of the Company to attract, motivate and/or retain key executives and associates; the ability of the Company to attract and retain customers; the ability of the Company to maintain satisfactory labor relations; demand for transportation in the markets in which the Company operates; economic conditions; labor costs; financing availability and costs; aviation fuel costs; security-related costs; competitive pressures on pricing (particularly from lower-cost competitors) and on demand (particularly from low-cost carriers and multi-carrier alliances); weather conditions; government legislation and regulation; impact of the Iraqi war; other acts of war or terrorism; the commencement of public trading and market acceptance of the Company's new common stock; and other risks and uncertainties listed from time to time in the Company's reports to the United States Securities and Exchange Commission. 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 update such estimates to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law.

Item 7.      Financial Statements and Exhibits

(c)   Exhibits

Designation                                                  Description
- ------------                                                  -----------

     99                 News release dated August 28, 2003 of US Airways Group, Inc. and US Airways, Inc.

                                                                                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: August 29, 2003                                             By:     /s/ Anita P. Beier                    
                                                                                 Anita P. Beier
                                                                                 Vice President and Controller
                                                                                 (Chief Accounting Officer)

                                                                               US Airways, Inc. (REGISTRANT)

Date: August 29, 2003                                             By:     /s/ Anita P. Beier                    
                                                                                 Anita P. Beier
                                                                                 Vice President and Controller
                                                                                 (Chief Accounting Officer)

EX-99

Exhibit 99

                      US AIRWAYS REACHES AGREEMENT WITH ADDITIONAL INVESTOR
                                   TO PARTICIPATE IN PRIVATE PLACEMENT OF STOCK

       ARLINGTON, Va., Aug. 28, 2003 -- US Airways Group Inc. has reached an agreement with Goldman, Sachs & Co., whereby Goldman Sachs will join in the previously announced private placement of US Airways common stock.

       Under the transaction, which was announced on Aug. 14, 2003, Aviation Acquisition, L.L.C., an entity managed by Farallon Capital Management, L.L.C., and OCM Principal Opportunities Fund II, L.P., a unit of Oaktree Capital Management, LLC, agreed to purchase approximately 5.0 million shares of US Airways stock at a price of $7.34 per share. Goldman Sachs will participate in that transaction, also at a purchase price of $7.34 per share. The Goldman Sachs investment will be approximately $7 million of the approximately $35 million private placement.

       The stock sale price of $7.34 per share is consistent with the common share valuation paid by the Retirement Systems of Alabama when it made its equity investment in conjunction with US Airways' emergence from Chapter 11 protection on March 31, 2003, and with the terms of the agreement made with Aviation Acquisition and OCM.

       "Goldman Sachs' participation in the private placement with Farallon and Oaktree is a further validation of investor confidence in our company," said David N. Siegel, US Airways president and chief executive officer. "Having three well-known equity investors believe in the restructuring of US Airways is a tremendous first step in re-entering the stock market."

       The shares to be placed with the three firms represent the stock that was withheld for employee tax obligations. Under the company's restructuring, employees will hold 30 percent of the stock in the airline, and already are 50 percent vested in their stock holdings. The transaction with Goldman Sachs, as well as the remainder of the private placement with Aviation Acquisition and OCM, closed today. The total number of shares will be slightly less than 5.0 million, due to the election by some pilots to pay cash in lieu of having shares withheld for taxes.

       US Airways said this private placement is part of its strategy for achieving an orderly return to the equity markets and it continues to explore all options, including a listing of the new stock on a national exchange.

       Aviation Acquisition, L.L.C., is a private equity limited liability company and owned by various investment funds managed by Farallon Capital Management, based in San Francisco.

       OCM Principal Opportunities Fund II, L.P., is a private equity-based fund managed by Oaktree Capital Management, LLC, a Los Angeles-based private investment firm that manages niche investments totaling approximately $25 billion for institutions and select individuals.

       Goldman, Sachs & Co. is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals.

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