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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM RW
REQUEST FOR WITHDRAWAL OF REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Date of report: October 6, 1995
USAir Group, Inc.
(Commission file number: 1-8444)
and
USAir, Inc.
(Commission file number: 1-8442)
(Exact names of registrants as specified in their charters)
Delaware USAir Group, Inc. 54-1194634
(State of Incorporation USAir, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-5306
(Registrant's telephone number)
USAir, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-7000
(Registrant's telephone number)
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NARRATIVE
USAir Group, Inc. (the "Company") and USAir, Inc. ("USAir") request
that the Commission permit the withdrawal of Form S-3 Registration
Statement, file number 33-53070, which was filed October 2, 1992
and last amended April 2, 1993. The Company no longer intends to
pursue the offering of the Secured Equipment Notes covered by the
Registration Statement, which were to be secured by, among other
things, a security interest in Boeing 737-200 Advanced aircraft,
Boeing 737-300 aircraft and McDonnell Douglas MD-80 aircraft (the
"Aircraft"). The Company does not believe that it would be
desirable or feasible in the near term to encumber the Aircraft
through the consummation of the sale of the Secured Equipment
Notes. See letter dated October 4, 1995 to Jeffrey P. Riedler,
Branch Chief of the Securities and Exchange Commission, attached as
an exhibit hereto.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1933, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly autho-
rized.
USAir Group, Inc.
Date: October 6, 1995 By: /s/ James T. Lloyd
---------------------------------
James T. Lloyd
Executive Vice President,
General Counsel and Secretary
USAir, Inc.
Date: October 6, 1995 By: /s/ James T. Lloyd
---------------------------------
James T. Lloyd
Executive Vice President and
General Counsel
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Exhibit
October 4, 1995
Jeffrey P. Riedler
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: USAir, Inc.
USAir Group, Inc.
Form S-3 Registration Statement
Filed October 2, 1992; Last amended April 2, 1993
File No. 33-53070
Dear Mr. Riedler:
Reference is made to your letter dated September 11, 1995
to Mr. Frank L. Salizzoni of USAir, Inc. (the "Company") regarding
the above-referenced registration statement (the "Registration
Statement"). In accordance with your request in the September 11,
1995 letter and Rule 477 under the Securities Act of 1933, the
Company requests that the Commission permit it to withdraw the
Registration Statement. As you noted in your September 11, 1995
letter, it has been in excess of nine months since the most recent
date of filing.
The Company no longer intends to pursue the offering of
the Secured Equipment Notes covered by the Registration Statement,
which were to be secured by, among other things, a security
interest in Boeing 737-200 Advanced aircraft, Boeing 737-300
aircraft and McDonnell Douglas MD-80 aircraft (the "Aircraft"). As
described in the Company's letter to you dated April 7, 1994, until
April 1993, when the Registration Statement was last amended, the
Company intended to proceed expeditiously with the offer and sale
of the Secured Equipment Notes. After that time, management of the
Company decided that it was more desirable to pursue and consummate
public offerings of other securities of the Company and its parent,
USAir Group, Inc., as detailed in the April 7, 1994 letter. The
Company does not believe that it would be desirable or feasible in
the near term to encumber the Aircraft through the consummation of
the sale of the Secured Equipment Notes.
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Jeffrey P. Riedler
Securities and Exchange Commission
Re: File No. 33-53070
October 4, 1995
Page Two
Please contact me if you have any questions.
Very truly yours,
/s/ James T. Lloyd
