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)

May 19, 2004

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 and Required FD Disclosure

     On May 19, 2004, US Airways Group, Inc. (the Company) and US Airways, Inc. issued a news release (see exhibit 99.1 below), and bulletin to employees (see exhibit 99.2 below) announcing several decisions related to the governance of the Company. These actions included the approval of a compensation package for President and Chief Executive Officer Bruce Lakefield, the election of Ronald E. Stanley to the Board of Directors effective immediately and promotion of three senior officers in a consolidation of the finance department.

     Certain of the statements contained herein should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect the current views of US Airways Group, Inc. (US Airways Group or the Company) with respect to current events and financial performance. You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "could," "should," and "continue" or similar words. These forward-looking statements may also use different phrases. 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 f rom 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 (particularly the financial covenants); 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 implement its transformation plan absent a judicial restructuring; 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 and insurance 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 and the Iraqi occupation; other acts of war or terrorism; ongoing market acceptance of the Company's new Class A Common Stock; and other risks and uncertainties listed from time to time in the Company's 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 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, Pro Forma Financial Information and Exhibits

(c)   Exhibits

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

     99.1         News release dated May 19, 2004 of US Airways Group, Inc. and US Airways, Inc.

     99.2         Bulletin dated May 19, 2004 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: May 20, 2004                                           By:   /s/ Anita P. Beier                          
                                                                              Anita P. Beier
                                                                              Vice President and Controller
                                                                              (Chief Accounting Officer)

                                                                             US Airways, Inc. (REGISTRANT)

Date: May 20, 2004                                           By:   /s/ Anita P. Beier                          
                                                                              Anita P. Beier
                                                                              Vice President and Controller
                                                                              (Chief Accounting Officer)

EX-99

Exhibit 99.1

RONALD STANLEY ELECTED TO US AIRWAYS GROUP BOARD,

BOARD APPROVES CONSOLIDATION OF FINANCE DEPARMENT

     ARLINGTON, Va., May 19, 2004 -- The Board of Directors for US Airways Group Inc., elected Ronald E. Stanley to the board, effective immediately.

     The Board also approved the promotion of three senior officers as part of the consolidation of the company's finance department. David M. Davis, previously chief financial officer, is now executive vice president and chief financial officer. Anita P. Beier, previously vice president and controller is now senior vice president and controller. Eilif Serck-Hanssen, previously vice president-finance and treasurer, is now senior vice president-finance, and treasurer. Beier and Serck-Hanssen report to Davis, who in turn reports to Lakefield. These three officers are handling the responsibilities of a fourth position, which will remain vacant.

     US Airways Group, Inc. Chairman Dr. David G. Bronner said, "We are pleased to have been able to attract such a high-caliber and reputable individual as Ronald Stanley to our board. The Board's actions today reflect an ongoing effort to build and maintain a strong management team and build a partnership with our employees."

     Stanley is currently a director of Scholefield, Turnbull & Partners, a business travel consulting firm based in London, vice chairman and director of Decatur Foundry Inc., and strategic partner of Venpartners LLC. He previously was chief operating officer and director, HSBC Equator, and vice president at Harris Bank. He also held several key positions at the Royal Bank of Canada Europe, including general manager, Europe, Middle East and Africa. Stanley was a member of the executive committee for RBC Dominion Securities, culminating a four-year tenure as senior vice president and general manager of the bank's European division. Stanley served in the U.S. Air Force in the U.S., Europe, and South East Asia. He is a veteran of the Vietnam War.

     Davis joined US Airways in April 2002 as vice president of financial planning and analysis and was responsible for operating and capital budgeting, divisional cost control, financial analysis, and transactions support.

     Prior to joining US Airways, Davis held the position of vice president - financial planning and analysis for Budget Group, Inc. Previously, he held key finance positions at both Delta Air Lines and Northwest Airlines. Davis holds an MBA in finance and a bachelor of science degree in aerospace engineering, both from the University of Minnesota.

     Beier is responsible for the management of all accounting functions for US Airways Group, Inc., and its subsidiaries, including financial reporting, revenue accounting, accounts payable and payroll. She came to the airline from CSX Corp., where she held a number of positions in financial management. Beier also was chief financial officer of American Commercial Lines and an economist for the Federal Railroad Administration. She holds a bachelor of science degree in business administration and a master's in business administration from the University of Maryland.

     Serck-Hanssen is responsible for US Airways' capital markets and aircraft financing, insurance programs, risk and cash management, pensions, investments programs, treasury, tax and fuel.

     Before joining US Airways, Serck-Hanssen spent six years with Northwest Airlines as managing director of finance and assistant treasurer. While at Northwest, his responsibilities included bank and airport bond financing, credit and collections, insurance and risk management, fleet planning, flight profitability, labor analysis, alliance finance and the development of the company's business plans. His professional career included work for PepsiCo, where he oversaw an aggressive program for expansion into Vietnam. He also worked for PriceWaterhouseCoopers in London and is a member in good standing of the Institute of Chartered Accountants in England and Wales.

     He has an MBA from the University of Chicago, a BA in management science from the University of Kent, UK, and a BSc in civil engineering from University of Bergen, Norway.

-30-

NUMBER: 4740

EX-99

Exhibit 99.2

     The US Airways Board of Directors made several decisions related to the governance of the company at a meeting today in Prattville, Ala., in conjunction with the US Airways annual meeting. Those actions include:

     Approving a compensation package for President and Chief Executive Officer Bruce Lakefield that was designed to be in line with CEO compensation at low-cost carriers Air Tran, America West, JetBlue and Southwest.

     Lakefield's base salary will be $425,000, which is the median base salary of the CEOs at AirTran, America West, JetBlue and Southwest. He has been granted 760,000 shares of UAIR stock that will vest over a four-year period, split between restricted stock (62 percent) and options (38 percent). He will not have an employment agreement and will be an "at will" employee serving at the pleasure of the Board of Directors. However, in the event of a change in control of the company and he is terminated, Lakefield would be eligible for the equivalent of three years base salary and bonus.

     Lakefield will be eligible to participate in the management incentive compensation and long-term incentive compensation programs, but has declined any participation until such time as the company is profitable. He has also elected not to participate in the senior management's defined contribution retirement plan or 401(k) match. Overall, his total compensation package and stock grant are lower than the CEOs for all the other low-cost carriers that were used in the comparative analysis.

     Electing Ronald Stanley to the US Airways Board of Directors, effectively immediately. Stanley is a director of Scholefield, Turnbull & Partners, a merchant and investment banking firm. He previously served in several key positions with the Royal Bank of Canada, culminating in a four-year tenure as senior vice president and general manager of the bank's European division.

     Promoting three existing officers in a consolidation of the finance department. David Davis, previously chief financial officer, is now executive vice president and chief financial officer. Anita Beier, previously vice president and controller is now senior vice president and controller. Eilif Serck-Hanssen, previously, vice president-finance and treasurer, is now senior vice president-finance, and treasurer. Beier and Serck-Hanssen will report to Davis, who in turn, reports to Lakefield. These three officers are handling the responsibilities of a fourth position that will remain vacant.

     Chairman David Bronner said that the Board's actions today reflect "an ongoing effort to build and maintain a strong management team and build a partnership with our employees."

     "Bruce Lakefield's total compensation package will be the lowest of his peers in terms of the low-cost carriers. And as we further reduce the officer corps, these promotions are in recognition of the outstanding work of the finance team and their willingness to take on more responsibilities," said Bronner. "Employees should recognize how much the Board and this management team want to successfully implement our company's transformation to re-build the airline and ensure long-term success and career opportunities."