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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: U.S. Air Group, Inc.
Title of Class of Securities: Series B Cumulative Convertible
Preferred Stock
CUSIP Number: 911905305
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Dimitrijevic, c/o Everest Capital Limited, Corner House,
20 Parliament St., Hamilton HM 12, Bermuda
(Date of Event which Requires Filing of this Statement)
June 13, 1995
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement X. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 911905305
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
396,100
8. Shared Voting Power:
9. Sole Dispositive Power:
396,100
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
396,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.3%
14. Type of Reporting Person
CO
The purpose of this Schedule 13D is to report Everest Capital
Limited's (the "Reporting Person") ownership in the Series B
Cumulative Convertible Preferred Shares, in U.S. Air Group, Inc.
(the "Shares") of 9.3% of the Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Series B Cumulative
Convertible Preferred Shares in U.S. Air Group, Inc.
The name and address of the principal executive and
business office of the Issuer is:
U.S. Air Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Item 2. Identity and Background
(a) Everest Capital Limited
(b) Corner House, 20 Parliament Street, Hamilton
HM 12, Bermuda
(c) The principal business of the Reporting Person is
investment management for Everest Capital Fund,
L.P., a Delaware limited partnership in which the
Reporting Person serves as General Partner and
Everest Capital International Ltd., a corporation
organized under the laws of the British Virgin
Islands.
(d) During the last five years, neither the Reporting
Person nor any person affiliated with the Reporting
Person has been convicted in any criminal
proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the last five years, neither the Reporting
Person nor any person affiliated with the Reporting
Person has been a party to a civil proceeding of a
judicial or administrative body of competent
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jurisdiction as a result of which it or such person
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a corporation organized
under the laws of Bermuda.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2(a) above, the Reporting Person
exercises investment discretion with respect to the
capital of Everest Capital Fund, L.P. and Everest
Capital International Ltd. In that capacity, the
Reporting Person purchased the Shares, which are the
subject of this Schedule 13D, on behalf of Everest
Capital Fund, L.P. and Everest Capital International
Ltd. for $14,130,672.20.
Item. 4 Purpose of Transactions.
The Shares held by the above mentioned entities were
acquired for, and are being held for, investment
purposes. The acquisitions of the Shares described
herein were made in the ordinary course of the Reporting
Person's business or investment activities, as the case
may be. The Reporting Person, on behalf of the above
mentioned entities, reserves the right to purchase
additional Shares or to dispose of the Shares in the
open market or in privately negotiated transactions or
in any other lawful manner in the future and to take
whatever action with respect to each of such entities'
holdings of the Shares it deems to be in the best
interests of such entities.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Person beneficially owns 396,100 of
the Shares which represents 9.3% of the Issuer's
outstanding Shares.
(b) The Reporting Person has sole power to vote and to
dispose of the 396,100 Shares.
(c) All transactions in the Shares effected by the
Reporting Person during the past sixty days were
effected in open-market transactions and are set
forth in Exhibit A hereto.
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(d) No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
made by the Reporting Person.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
June 26, 1995
____________________________
Date
/s/ Marko Dimitrejevic
____________________________
Signature
Marko Dimitrejevic/President
____________________________
Name/Title
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
(Excluding
Date Number of Shares Commission)
____ _______________ _____________
4/25/95 17,900 28.99
4/26/95 1,400 29.00
4/27/95 3,600 28.41
4/28/95 400 28.50
5/3/95 2,200 27.50
5/3/95 3,000 28.25
5/4/95 10,000 30.13
5/4/95 10,000 30.15
5/5/95 5,000 30.00
5/8/95 9,900 29.98
5/9/95 700 30.00
5/10/95 16,000 30.00
5/15/95 1,800 30.00
5/16/95 5,000 29.97
5/17/95 1,500 29.75
5/17/95 13,300 30.00
5/18/95 1,800 29.50
5/19/95 5,400 29.71
5/22/95 23,000 31.50
5/24/95 19,000 34.00
5/31/95 200 33.75
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6/1/95 5,000 33.96
6/5/95 (10,000) 33.75
6/6/95 15,000 34.00
6/7/95 6,500 34.00
6/13/95 21,300 37.01
6/14/95 100 37.38
6/15/95 11,500 39.27
6/16/95 24,000 39.92
6/19/95 74,400 41.49
6/20/95 23,700 40.27
6/21/95 41,300 41.76
00119001.BY9
