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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: US Airways 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)
Michael J. Frey, c/o Global Capital Management, Inc.,
601 Carlson Parkway, Suite 200, Minnetonka, MN 55305
(Date of Event which Requires Filing of this Statement)
March 10, 1997
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
Global Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
67,600
8. Shared Voting Power:
9. Sole Dispositive Power:
67,600
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
67,600
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)
1.59%
14. Type of Reporting Person
CO
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the beneficial ownership of Global
Capital Management, Inc. in the Series B Cumulative Convertible
Preferred Stock, par value $50.00 (the "Shares") of US Airways
Group, Inc. (the "Issuer") has decreased from 5.28% to 1.59% of
the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 67,600 Shares. All 67,600 Shares are
held by either the Partnerships or the Offshore Fund.
All the Shares were purchased in open market
transactions. The funds for the purchase of the Shares
held in the Partnerships and the Offshore Fund have come
from the working capital of the Partnerships or the
Offshore Fund. The working capital of these entities
includes the proceeds of margin loans entered into in
the ordinary course of business with Morgan Stanley &
Co. Incorporated, such loans being secured by the
securities owned by them.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 67,600 Shares. Based on the
Issuer's filing of Form 10-Q on November 14, 1996, as of
September 30, 1996 there were 4,263,050 Shares
outstanding. Therefore, the Reporting Person is deemed
to beneficially own 1.59% of the outstanding Shares.
The Reporting Person has the power to vote, direct the
vote, dispose of or direct the disposition of all the
Shares that it is deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Person since the most recent filing on Schedule 13D
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit A
hereto. The Reporting Person ceased to be the
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beneficial owner of more than 5% of the outstanding
Shares on March 10, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person since
the most recent filing on Schedule 13D through the
date of this filing is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
GLOBAL CAPITAL
MANAGEMENT, INC.
By: /s/ Richard J. Emmerich
_____________________________
Richard J. Emmerich, President
March 17, 1997
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SCHEDULE OF TRANSACTIONS
Date Shares Purchased or (Sold) Price Per Share
____ ________________________ _______________
3/4/97 32,300 $60.369
3/10/97 (50,000) 67.878
3/11/97 (95,000) 70.734
3/12/97 (45,000) 71.05
21250000.AD4
