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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: 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)
February 21, 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:
225,300
8. Shared Voting Power:
9. Sole Dispositive Power:
225,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
225,300
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)
5.28%
14. Type of Reporting Person
CO
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The purpose of this Schedule 13D is to report 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") of 5.28% of
the Shares outstanding.
Item 1. Security and Issuer
Class and Title of Security:
Series B Cumulative Convertible Preferred Stock, par
value $50.00 per share.
The name and address of the principal executive and
business office of the Issuer is:
US Airways Group, Inc.
Crystal Park Four
2345 Crystal Drive
Arlington, Virginia 22227
Item 2. Identity and Background
This statement is being filed on behalf of Global
Capital Management, Inc. (the "Reporting Person"). The
Reporting Person is the general partner of Merced
Partners, L.P., a Delaware limited partnership, and
Global Bermuda, L.P., a Bermuda limited partnership
(collectively, the "Partnerships") and is the investment
manager of Lakeshore International, Ltd., a Bermuda
limited liability company (the "Offshore Fund"). The
directors of the Reporting Person are Richard J.
Emmerich, John D. Brandenborg and Michael J. Frey (the
"Directors"). The principal business office of the
Reporting Person and the Directors is 601 Carlson
Parkway, Suite 200, Minnetonka, Minnesota 55305.
None of the Reporting Person or the Directors has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). None of the Reporting Person or the
Directors has, during the last five years, been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in 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 violations with respect to such laws.
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The Reporting Person is a Delaware corporation. The
Directors are all citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 225,300 Shares. All 225,300 Shares are
held by either the Partnerships or the Offshore Fund.
All the Shares were purchased in open market
transactions. The Shares were purchased for an
aggregate purchase price of $13,762,893.50. 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
The Shares beneficially owned by the Reporting Person
were acquired for, and are being held for, investment
purposes. None of the Reporting Person or any of the
Directors has any plan or proposal which relates to, or
would result in, any of the actions enumerated in Item 4
of the instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 225,300 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 5.28% 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 during the sixty days prior to February 21, 1997
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit A
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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None of the Reporting Person or any of the Directors has
any contract, arrangement, understanding or relationship
with any person with respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person during
the 60 days prior to February 21, 1997 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
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SCHEDULE OF TRANSACTIONS
Date Shares Purchased or (Sold) Price Per Share
____ ________________________ _______________
1/3/97 50,000 $64.447
1/22/97 35,000 64.457
1/24/97 8,700 62.307
1/28/97 35,200 61.375
1/29/97 4,200 60.625
1/31/97 10,000 58.281
2/4/97 14,200 58.648
2/5/97 3,300 58.5
2/11/97 38,800 55.785
2/21/97 12,500 58.89
21250000.AD1
