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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.: 1
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)
July 14, 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 . (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:
611,099
8. Shared Voting Power:
9. Sole Dispositive Power:
611,099
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
611,099
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)
14.3%
14. Type of Reporting Person
CO
The purpose of this Amendment No. 1 Schedule 13D is to report
that the ownership of Everest Capital Limited (the "Reporting
Person") in the Series B Cumulative Convertible Preferred Shares,
in U.S. Air Group, Inc. (the "Shares") has increased from 9.3% of
the Shares outstanding to 14.3% of the Shares outstanding. The
only items included herein are those that have changed since the
filing of the original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased the Shares, which are the
subject of this Amendment No. 1 to Schedule 13D, on
behalf of Everest Capital Fund, L.P. and Everest Capital
International Ltd. for $22,108,744.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Person is deemed to be the
beneficially owner of 611,099 of the Shares which
represents 14.3% of the Issuer's outstanding
Shares.
(b) The Reporting Person has sole power to vote and to
dispose of the 611,099 Shares.
(c) All transactions in the Shares effected by the
Reporting Person since the filing of the original
Schedule 13D were effected in open-market
transactions and are set forth in Exhibit A hereto.
(d) No change.
(e) No change.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
made by the Reporting Person.
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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.
July 21, 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)
____ _______________ _____________
6/27/95 3,800 37.9178
6/28/95 11,200 37.9978
7/14/95 199,999 37.0000
00119001.BZ3
