SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number: 0-24795


                         AVIATION GENERAL, INCORPORATED
             (Exact name of registrant as specified in its charter)


         Delaware                                       73-1547645
(State  of  Incorporation)                  (IRS  Employer Identification  No.)

                              7200 NW 63rd Street
                          Hangar 8, Wiley Post Airport
                            Bethany, Oklahoma 73008
              (Address of principal executive offices) (Zip Code)

                                 (405) 440-2255
              (Registrant's telephone number, including area code)


     Indicate  by check mark whether the registrant (1) has filed all reports to
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirement  for  the  past  90  days.      Yes  [X]    No  [ ]

     There  were 6,859,330 Shares of Common Stock Outstanding as of May 7, 2002.



                                        1
<PAGE>

PART  I.  FINANCIAL  INFORMATION
ITEM  I.  FINANCIAL  STATEMENTS


                AVIATION GENERAL, INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   (Unaudited)
                                                     March 31,     December 31,
                                                       2002            2001
                                                   -----------     ------------
                                     ASSETS

Current  Assets
<S>                                                <C>             <C>
  Cash  and  cash  equivalents                     $      5,719    $    211,356
  Accounts  receivable                                   98,553               -
  Current  portion  of  note  receivable                 27,909          36,673
  Inventories                                         6,346,984       6,139,232
  Prepaid  expenses  and  other  assets                  70,863          70,155
                                                   ------------    ------------
    Total  current  assets                            6,550,028       6,457,416
                                                   ------------    ------------

Property  and  equipment
  Office  equipment  and  furniture                     372,162         372,162
  Vehicles  and  aircraft                                95,115          95,115
  Manufacturing  equipment                              385,179         385,179
  Tooling                                               676,747         676,747
  Leasehold  improvements                               315,049         315,050
                                                   ------------    ------------
                                                      1,844,252       1,844,253

  Less  accumulated  depreciation                    (1,238,576)     (1,205,135)
                                                   ------------    ------------
                                                        605,676         639,118
                                                   -------------   ------------

Other  assets
  Notes  receivable,  less  current  maturities          42,012          65,223
  Available-for-sale equity securities -
    related  party                                      110,250         142,100
  Note  receivable  from  related  party                      -               -
                                                   ------------    ------------
                                                        152,262         207,323
                                                   ------------    ------------

                                                   $  7,307,966    $  7,303,857
                                                   ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                        2
<PAGE>
                AVIATION GENERAL, INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   (Unaudited)
                                                     March 31,     December 31,
                                                       2002            2001
                                                   -----------     ------------
       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
<S>                                                <C>             <C>
  Accounts  payable                                $  2,506,409    $  2,309,450
  Accrued  expenses                                     418,505         614,116
  Refundable  deposits                                1,379,218         745,549
  Notes  payable                                      1,851,206       2,160,079
                                                   ------------    ------------
    Total  current  liabilities                       6,155,338       5,829,194
                                                   ------------    ------------

REDEEMABLE  COMMON  STOCK  -  $.01  par  value;
  Issued,  150,000  shares  in  2001;  stated at
  redemption value                                      150,000         150,000
                                                   ------------    ------------

Stockholders'  Equity
  Preferred  stock,  $.01  par  value,  5,000,000
    shares Authorized;  no  shares  outstanding               -               -
  Common  stock,  $.50  par  value,  20,000,000
    shares Authorized; 7,631,519 shares  issued
    at March 31, 2002 and December 31, 2001           3,815,759       3,815,759
  Additional  paid-in  capital                       37,000,299      37,000,299
  Less:  Treasury stock at cost, 772,189
    shares at March 31, 2002 and December 31,
    2001                                             (1,294,193)     (1,294,193)
  Accumulated  other  comprehensive  loss              (285,723)       (253,873)
  Accumulated  deficit                              (38,233,514)    (37,943,329)
                                                   ------------    ------------

    Total  stockholders'  equity                      1,002,628       1,324,663
                                                   ------------    ------------

                                                   $  7,307,966    $  7,303,857
                                                   ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
                         AVIATION GENERAL, INCORPORATED
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                         2002         2001
                                                   --------------  ------------
<S>                                                   <C>          <C>
Net  sales  -  aircraft                               $1,378,250   $2,134,212
Net  sales  -  service                                   126,571      505,548
                                                      ----------   ----------
    Total  net  sales                                  1,504,821    2,639,760
                                                      ----------   ----------


Cost  of  sales  -  aircraft                           1,165,886    1,813,500
Cost  of  sales  -  service                               66,703      434,586
   Total  cost  of  sales                              1,232,589    2,248,086
                                                      ----------   ----------

Gross  margin                                            272,232      391,674
                                                      ----------   ----------

Other  operating  expenses
  Product  development  and  engineering  costs           31,955       95,307
  Selling, general and administrative expenses           461,328      818,359
                                                      ----------   ----------
    Total  other  operating  expenses                    493,283      913,666
                                                      ----------   ----------

Operating  loss                                         (221,051)    (521,992)
                                                      ----------   ----------

Other  income  (expenses)
  Other  income                                            1,636       44,049
  Interest  expense                                      (68,442)    (120,644)
  Other  expense                                          (2,328)           -
                                                      ----------   ----------
    Total  other  income  (expense)                      (69,134)     (76,595)
                                                      ----------   ----------

Net  loss                                             $ (290,185)  $ (598,587)
                                                      ==========   ==========

Net  loss  per  share

   Weighted  average  common  shares
     Outstanding, basic                                6,859,330    6,279,330
                                                      ----------   ----------

   Net loss per share, basic                              ($0.04)      ($0.10)
                                                      ==========   ==========

   Weighted  average  common  shares
     Outstanding, diluted                              6,859,330    6,279,330
                                                      ==========   ==========

   Net loss per share, diluted                        $   ($0.04)  $    (0.10)
                                                      ==========   ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>
                         AVIATION GENERAL, INCORPORATED
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                         2002         2001
                                                   --------------  ------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
<S>                                                   <C>          <C>
  Net  loss                                           $ (290,185)  $ (598,587)
  Adjustments  to  reconcile  net  loss  to
    net  cash  used  by  operating  activities
    Depreciation  and  amortization                       33,442       16,425
    Non-cash  interest  earnings                               -      (36,343)
    Receipts  on  aircraft  notes  receivable             31,975            -
    Changes  in  assets  and  liabilities
      (Increase)  decrease  in Accounts  receivable      (98,553)     535,722
      Notes  receivable                                        -        6,401
      Inventories                                       (207,752)  (1,027,109)
      Prepaid  expense  and  other  assets                  (708)      13,094
    Increase  (decrease)  in
      Accounts  payable                                  196,959      275,559
      Accrued  expenses                                 (195,611)     (88,736)
      Refundable  deposits                               633,669      (26,648
                                                      ----------   ----------
  Net cash provided (used) by operating activities       103,236     (930,222)
                                                      ----------   ----------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
  Capital  expenditures                                        -      (28,387)
                                                      ----------   ----------

  Net  cash (used) provided by investing activities            -      (23,387)
                                                      ----------   ----------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
  Proceeds  from  borrowings                             340,000    1,988,013
  Payments  on  borrowings                              (648,873)  (1,055,013)
                                                      ----------   ----------
  Net cash (used) provided by financing activities      (308,873)     933,000
                                                      ----------   ----------

Net  decrease  in  cash                                 (205,637)     (25,609)
Cash and cash equivalents at beginning of period         211,356      135,016
                                                      ----------   ----------
Cash and cash equivalents at end of period            $    5,719   $  109,407
                                                      ==========   ==========

SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW
 INFORMATION
   Cash  paid  during  the  period  for:
     Interest                                         $   68,442   $  126,060
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
                         AVIATION GENERAL, INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.     The  condensed financial statements included herein have been prepared by
the  Company,  without  audit,  pursuant  to  the  rules  and regulations of the
Securities  and  Exchange  Commission.    Certain   information   and   footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  generally  accepted  accounting  principles have been condensed or omitted
pursuant  to  such rules and regulations; however, the Company believes that the
disclosures  are  adequate to make the information presented not misleading.  In
the  opinion  of  the  Company,  all adjustments necessary to present fairly the
financial  position  of Aviation General, Incorporated as of March 31, 2002, and
the results of operations and cash flows for the three month periods ended March
31, 2002 and 2001 have been included and are of a normal, recurring nature.  The
results of operations for such interim periods are not necessarily indicative of
the  results  for the full year.  It is suggested that these condensed financial
statements  be read in conjunction with the Company's 2001 Annual Report on Form
10-K.

2.     Basic  loss  per  share  of  common  stock has been computed by using the
weighted average number of shares of common stock outstanding during the period.
Diluted loss per  share  has  been  computed  based  on  the assumption that all
dilutive options are exercised.

<TABLE>
<CAPTION>
                                                  Three  months  ending
                                           March  31,  2002     March  31,  2001
                                           ----------------     ----------------
Numerator
<S>                                           <C>                  <C>
    Net  loss                                 $ (290,185)          $ (598,587)

Denominator
    Weighted  average  shares
      outstanding,  basic                      6,859,330            6,279,330

     Effect of dilutive securities
       stock  options                                  0                    0
                                              ----------           ----------

Denominator  for  loss  per  share
  assuming  dilution                           6,859,330            6,279,330
                                              ==========           ==========

Loss  per  share,  basic                      $    (0.04)          $    (0.10)
                                              ==========           ==========

Loss  per  share,  assuming dilution          $    (0.04)          $    (0.10)
                                              ==========           ==========
</TABLE>

       Outstanding  options  of  2,655,050  and  2,345,167 for the periods ended
March  31,  2002 and 2001 have been excluded from the calculations above as they
would  be  antidilutive.

3.     Total  comprehensive  loss  for the periods presented is as follows:
<TABLE>
<CAPTION>
                                     For  the  three  months  ending  March  31,
                                                 2002         2001
                                                 ----         ----
<S>                                          <C>           <C>
Net  loss                                    $(290,185)    $(598,587)
Other  comprehensive  loss                     (31,850)     (142,432)
                                             ---------     ---------

Comprehensive  loss                          $(322,035)    $(741,019)
                                             =========     =========
</TABLE>





                                        6
<PAGE>

4.     Inventories  consist   primarily  of   finished  goods   and   parts  for
manufacturing  and  servicing  aircraft.  Inventory  costs  include  all  direct
manufacturing  costs  and  applied overhead.  These inventories, other than used
aircraft,  are  stated at the lower of cost or market, and cost is determined by
the  average-cost method.  Used aircraft are valued on a specific-identification
basis  at  the  lower  of  cost or current estimated realizable wholesale price.
Inventory  components  at  the  balance  sheet  dates  were  as  follows:

<TABLE>
<CAPTION>
                                  March  31,  2002          December  31,  2001
                                  ----------------          -------------------
<S>                                   <C>                        <C>
Raw  materials                        $1,847,699                 $1,983,979
Work  in  process                      1,882,213                  1,402,252
New  and pre-owned aircraft            2,597,822                  2,733,751
Other                                     19,250                     19,250
                                      ----------                 ----------

Total  inventories                    $6,346,984                 $6,139,232
                                      ==========                 ==========
</TABLE>


5.     The  Company is subject to regulation by the FAA.  The Company is subject
to  inspections  by  the  FAA  and may be subjected to fines and other penalties
(including  orders  to cease production) for noncompliance with FAA regulations.
The  Company  has  a Production Certificate from the FAA, which delegates to the
Company  the  inspection  of  each  aircraft.  The sale of the Company's product
internationally  is  subject  to  regulation  by  comparable agencies in foreign
countries.

     The  Company  faces  the  inherent  business  risk  of  exposure to product
liability claims. In 1988, the Company agreed to indemnify a former manufacturer
of  the  Commander  single  engine  aircraft against claims asserted against the
manufacturer with respect to aircraft built from 1972 to 1979. In 1994, Congress
enacted  the  General  Aviation  Revitalization  Act,   which   established   an
eighteen-year  statute  of  repose  for  general  aviation  manufacturers.  This
legislation  prohibits  product  liability  suits against manufacturers when the
aircraft  involved  in  an accident is more than eighteen years old. This action
effectively  eliminated  all potential liability for the Company with respect to
aircraft  produced  in  the 1970s as of December 31, 1997. The Company's product
liability  insurance  policy with coverage of $10 million per occurrence and $10
million  annually  in the aggregate with a deductible of $200,000 per occurrence
and  annually  in  the  aggregate  expired March 1, 1995. Subsequent to March 1,
1995,  the  Company  is  not  insured  for  product liability claims. Management
believes  that  the  interest  of  shareholders  is  better served by vigorously
defending  claims  through  the  services  of  highly  qualified specialists and
attorneys rather than retaining product liability insurance to settle exorbitant
claims.

     The  Company  is routinely involved in various legal matters arising in the
normal  course  of  business,  including  product  liability claims.  Management
intends  to  vigorously  defend against these claims and currently believes that
legal  matters  will  not result in any material adverse effect on the Company's
financial  position or results of operations.  Accordingly, no provision for any
liabilities  that  may  result  have  been recorded in the financial statements.

6.     SFAS  No.  143  requires entities to record the fair value of a liability
for  an  asset retirement obligation in the period in which it is incurred and a
corresponding  increase  in the carrying amount of the related long-lived asset.
SFAS  No.  143  is  effective  for  fiscal  years beginning after June 15, 2002.

     SFAS  No.  144  is  effective for the Company for the fiscal year beginning
January  1,  2002  and  addresses accounting and reporting for the impairment or
disposal  of  long-lived  assets.

     Adoption  of SFAS No. 144 has not had and management believes that adoption
of  SFAS No. 143 will not have any significant effect on the Company's financial
condition  or  results  of  operations.

7.     The  accompanying  financial  statements have been prepared in conformity
with  accounting  principles generally accepted in the United States of America,
which  contemplate  continuation of the company as a going concern. However, the

                                        7
<PAGE>
Company  has  sustained  substantial  losses  from  operations in 2001, and such
losses  have  continued  through  the  unaudited  quarter  ended March 31, 2002.

     In view of the matters described in the preceding paragraph, recoverability
of  a  major  portion  of  the  recorded asset amounts shown in the accompanying
balance  sheet  is  dependent upon continued operations of the company, which in
turn  is dependent upon the Company's ability to meet its financing requirements
on  a  continuing  basis,  to  maintain present financing, and to succeed in its
future  operations.  The  financial  statements  do  not include any adjustments
relating  to  the recoverability and classification of recorded asset amounts or
amounts  and  classification  of  liabilities that might be necessary should the
company  be  unable  to  continue  in  existence.

As  we  go  forward  in  2002,  management believes that economic conditions and
financial  markets  appear to have stabilized and that the Company could benefit
from increased interest in general aviation, due to the inconvenience and safety
factors  attendant  with  commercial  airline  travel.  The  Company  could also
benefit from low interest rates, which significantly lower the financing cost of
aircraft  purchases.  Management also believes it is eligible and will apply for
federal  grants and loans, pursuant to a general aviation relief bill pending in
Congress.

     Furthermore,  management  has  effected  a number of initiatives, which, it
believes,  will  increase  revenue  and  profitability.  They  include:
     1.  Reduction  of  the  Company's  cost  structure
     2.  Adjustment  of  the  Company's  production  schedule
     3.  Increased  prices  of  new  aircraft,  parts,  and  services
     4.  Seeking  additional  financing  for  general  working  capital purposes
     5.  Increase  in  marketing  and  advertising  activities
     6.  Enhancement of the Company's service and refurbishment capabilities and
         business
     7.  Increase  of  Strategic  Jet  Services,  Inc. capabilities and business
     8.  Exploring  merger  and  acquisitions  possibilities  with other general
         aviation  concerns

     So far in the year 2002, the Company has experienced a significant increase
in its business. Through April of this year, the company has booked orders for 6
new  aircraft  (versus  a  total  of 8 for all of 2001) and 9 pre-owned aircraft
(versus  a  total of 22 for all of 2001). The company is currently structured to
achieve break-even financial results at between 10 to 15 new aircraft deliveries
annually,  with  the  precise  number  dependent  upon the contribution from the
Company's  parts,  service, refurbishment and brokerage business activities. The
company  expects  improved  results  for  the  second  quarter  of  2002.


PART  I.     FINANCIAL  INFORMATION
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF
             OPERATIONS  AND  FINANCIAL  CONDITION

RESULTS  FROM  OPERATIONS

     Revenues  from  the  sale of aircraft for the first quarter of 2002 totaled
$1,378,250  compared  to  $2,134,212 for the comparable period of 2001.  For the
first  quarter of 2002, four new and pre-owned aircraft were sold, compared with
eight  new and pre-owned aircraft sold in the same period for 2001. The revenues
for the first quarter of 2002 continue to be affected by the events of 2001 that
affected  the  aviation  industry  in  general.  As  a  result,  the Company has
continued  to  make  appropriate adjustments in its cost and overhead structure.
The Company believes business will begin to pick up as economic and stock market
conditions  stabilize,  the Public's confidence in air safety returns and as the
effect  of  lower  interest  rates, which significantly lowers aircraft purchase
finance costs, continues. With deposits for 4 new aircraft that are  expected to
be  delivered  in  the  second  quarter,  the  Company  expects  to   return  to
profitability.

     Service  revenues  totaled  $126,571  for  the quarter ended March 31, 2002
compared to $505,548 for the comparable quarter in 2001. The decrease was due to
decreased  repair  and  refurbishment  activity.

     Cost  of aircraft sales for the three months ended March 31, 2002 decreased
to  $1,165,886 compared to $1,813,500 for the three months ended March 31, 2001.
The  decrease  in  cost was due to lower new and pre-owned aircraft sales during
the  period.

                                        8
<PAGE>
     Cost  of  sales  for service and parts for the quarter ended March 31, 2002
decreased  to $66,703 compared to $434,586 for the quarter ended March 31, 2001.
The  decrease  was  due  to  the  decrease  in  service  and  repair  activity.

     Aircraft sales margins were lower for the three months ended March 31, 2002
compared  to  the  prior  period  due to the decrease in sales volume of new and
pre-owned aircraft. Service margins were higher for the three months ended March
31, 2002 compared to the prior period because of price increases instituted, and
sales  of  higher  margin  after-market  parts.

     Product  development  and  engineering  costs  decreased to $31,955 for the
first quarter of 2002, from $95,307 for the comparable period in 2001 reflecting
the  Company's  cost  reduction  efforts.

     Sales,  general  and  administrative expense decreased for the three months
ended  March 31, 2002, to $461,328 from $818,359 for the comparable period ended
March  31, 2001, as a result of reduced legal expenses and continuing efforts to
reduce  expenses.

     Interest  expense  decreased  to $68,442 for the first quarter of 2002 from
$120,644  for  the comparable period in 2001 due to a reduction of bank lines of
credit


LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  balances  decreased  to  $5,719  at  March  31, 2002 from $211,356 at
December  31,  2001.  Accounts receivable increased to $98,553 at March 31, 2002
due  to  sales  activity.

     Notes  receivable  decreased  to $59,921 at March 31, 2002 from $101,896 at
December  31,  2001  due  to  regular  quarterly  payments  from  the  debtor.

     The  Company's  investment  in equity securities is classified as available
for  sale  with  unrealized gains or losses excluded from income and reported as
other  comprehensive  income  or loss.  Declines in the fair value of securities
that  are  other  than  temporary  would  result  in  write-downs which would be
included in earnings. This investment is in the common stock of a related party.

     Inventories  increased  slightly  to  $6,346,984  at  March  31,  2002 from
$6,139,232  at December 31, 2001. Raw materials and finished inventory decreased
by  $272,209  and work in process increased by $479,971 as the Company continues
production  of  new  aircraft.

     Accounts  payable  increased  slightly to $2,506,409 at March 31, 2002 from
$2,309,450 at December 31, 2001. Accrued expenses decreased to $418,505 at March
31,  2002  from $614,116 at December 31, 2001.  The decrease in accrued expenses
is attributable to reclassification of accrued payroll taxes to accounts payable
and  payment  of  accrued  payrolls.

     Refundable deposits increased to $1,379,218 at March 31, 2002 from $745,549
at  December  31,  2001  due  to  the deposits for new aircraft mentioned above.
Short  term  notes  payable  decreased  to  $1,851,206  at  March  31, 2002 from
$2,160,079  at  December  31,  2001 due to net activity which reduced the amount
owed  by  $303,873.

     In  1999,  the  Company formed Strategic Jet Services, Inc. (SJS), a wholly
owned subsidiary, to provide brokerage, sales, consulting and refurbishment work
for  jet  aircraft.

     The Company continues to certify new state-of-the-art avionics systems that
offer  the  customer  the  latest  technology  in navigational and communication
equipment.   The  Company  introduced   a  new  de-icing   option  and  received
certification  from  the  Federal  Aviation  Administration,  allowing  equipped
aircraft  to operate in known icing conditions similar to larger, more expensive
aircraft.  Sales  of  this  equipment  not  only provide additional revenues and
earnings,  but  also  increase  the  value  of  the  aircraft  relative  to  its
competition.

     During  2000,  the  Company  introduced the 115 series of high performance,
single  engine  aircraft.  The  Commander  115  represents  the culmination of a

                                        9
<PAGE>
multitude of improvements to the Commander line, and features numerous airframe,
engine  and  systems  refinements,  as  well  as  significantly  increased range
capability  and an upgraded standard avionics package which includes dual Garmin
430  global navigation, communication and moving map displays. The Commander 115
series  is the latest of a thoroughbred line of aircraft that offer the ultimate
combination  of  performance,  comfort,  safety,  and  utility,  and  has become
recognized  as  the  Mercedes  of  the  single  engine  fleet.

     Aviation  General Incorporated has two wholly owned subsidiaries, Commander
Aircraft  Company  and  Strategic Jet Services, Incorporated. Commander Aircraft
Company  manufactures,  markets,  and  provides support services for its line of
single  engine,  high  performance  Commander  aircraft,  and consulting, sales,
brokerage,  acquisition,  and  refurbishment  services  for  all types of piston
powered  aircraft.  Strategic  Jet  Services,  Inc., provides consulting, sales,
brokerage,  acquisition,  and  refurbishment  services  for  jet  aircraft.

     The  Company's  business  strategy is to capture a significant share of the
existing  domestic  and  international  market  for  the  single  engine,  high
performance  aircraft.  Commander aircraft have an airframe design decades newer
than  the  competition  and  are  certified  to  more  stringent  standards.  In
addition,  Commander  aircraft  have  a  significantly  better safety record and
higher  resale  value  than  all  other  aircraft  in  their class.  The Company
believes  the  domestic  and  international  market  for  its  aircraft includes
individuals  and  corporations  that  will  purchase  the Company's aircraft for
business  and  personal   travel,  and   governments,  commercial  and  military
organizations  that  will  use  the  aircraft  for  training and other purposes.

     The  Company  believes the market for its products will improve as a result
of  attrition  of  the  existing  fleet  of aging single engine high performance
aircraft,  development  of   new  international  markets  for  general  aviation
aircraft,  increased use of single engine aircraft as a corporate tool for small
and  medium-sized  businesses,  and  demand for advanced single engine trainers.
Recognizing  that  the  size  of  the pre-owned aircraft market is significantly
larger  than the market for new aircraft sales, the Company has also established
capabilities  to  provide   consulting,   sales,   brokerage,   acquisition  and
refurbishment  services  for  pre-owned  piston  and jet aircraft.

     The  Company  markets  its  aircraft  through  a  factory  direct sales and
marketing organization comprised of regional sales personnel who are managed and
supported   from   the   Company's  headquarters  in  Oklahoma.   The  marketing
organization is augmented by a worldwide network of Commander Authorized Service
Centers  (ASCs).  The  Company's  marketing  program  utilizes  a highly focused
domestic  and  international  advertising  and  public  relations  program  that
includes  product  advertising  in  leading  business and aviation publications,
ongoing  direct  mail  programs  to  owners  and  pilots, and internet marketing
communications.

     The Company has one of the most comprehensive worldwide service and support
networks  in  its  class.   The  Company  grants  domestic  Commander  ASCs  the
non-exclusive  right  to  refer prospects for new Commander aircraft.  Commander
ASCs  receive  a  referral  fee  for  identifying purchasers, and provide a full
complement  of  service  and  support  services, including financing, insurance,
service  and support, hangar/storage, flight instruction, and professional pilot
service.  The  Company  selects ASCs from among experienced independent aviation
sales  and  service organizations that it believes to have excellent facilities,
service  capabilities,  reputation  and  financial  strength.  Through its ASCs,
Commander Aircraft Company offers a turn-key aircraft ownership program designed
to  stimulate  ownership  of  Commander  aircraft  by  companies  that  have not
previously owned or operated aircraft.  This flexible program can be tailored to
meet  each  customer's  specific  requirements.

The Company anticipates that its primary cash requirement will relate to working
capital  associated  with  ongoing operations and an increase in sales activity.
The  Company  anticipates  funding  these  requirements  by  cash generated from
operations,  borrowings  under  the  Company's  existing lines of credit and new
funding  sources.

CRITICAL  ACCOUNTING  POLICIES

Aircraft  Sale  and  Marketing
------------------------------

                                       10.
<PAGE>
     The  Company  recognizes the sale of new aircraft when a purchase agreement
is  funded and title is transferred to the buyer, which occurs after the Company
receives  an airworthiness certificate from the Federal Aviation Administration.
Sales  of  pre-owned aircraft are recognized upon execution and the funding of a
purchase  agreement.   Service  revenues   are  recognized   when  services  are
performed.


Inventories
-----------

     Our inventories, other than pre-owned aircraft, are stated at lower of cost
or  market,  and  cost  is determined by the average-cost method.  The inventory
costs  include  all  direct  manufacturing  costs and overhead.  The inventories
consist  of  parts for manufacturing and servicing of aircraft, parts for resale
and  work in process, as well as new and pre-owned aircraft.  Pre-owned aircraft
are  valued  on  a specific-identification basis at the lower of cost or current
estimated  realizable  wholesale  price.

     Overhead  and  indirect  costs are capitalized as incurred and allocated to
aircraft produced based on the number of direct labor hours required to complete
the  aircraft.

CONTRACTUAL  OBLIGATIONS

     We  finance  our inventory of new and pre-owned aircraft to provide working
capital  for  the Company.  These loans require monthly interest payments during
the  term  of  the  loan and partial principal repayments or renewal fees if the
notes  are  renewed.  The  table  below  summarizes  the  Company's obligations.

<TABLE>
<CAPTION>
                                                         2002  Obligation
                                                         ----------------
                                           Total         Interest     Principal
                                           -----         --------     ---------
<S>                                      <C>             <C>           <C>
Revolving  credit  facilities            $1,775,969      $113,218      $233,620

Note payable to an individual, payable       75,237         2,547        75,237
  in monthly installments of $8,699,
 including  interest  at  8%
</TABLE>

     The  Company plans to seek additional capital through the private placement
of  an  ownership  interest  and/or  merger with a strategic partner, as well as
explore  merger  and  acquisition opportunities that could broaden the Company's
business  base  and  create synergies.  During 2001 the Company made significant
reductions  in  its  cost  and overhead structure, and will continue to evaluate
such  changes  if  and  when  they  are  needed.

Forward  Looking  Statements
----------------------------

     This  Form  10-QSB  includes  certain  statements  that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act.  All  statements,  other  than  statements  of historical fact, included in
this  Form  10-QSB  that  addresses  activities, events or developments that the
Company  expects,  projects,  believes,  or anticipates will or may occur in the
future,  including  matters having to do with expected and future aircraft sales
and  services  revenues,  the Company's ability to fund its operations and repay
debt,  business  strategies,  expansion  and growth of operations and other such
matters,  are forward-looking statements.  These statements are based on certain
assumptions  and  analyses made by our management in light of its experience and
its  perception  of  historical  trends,  current  conditions,  expected  future
developments,   and  other   factors  it  believes   are   appropriate  in   the
circumstances.  These  statements  are subject to a number of assumptions, risks
and  uncertainties,  including  general  economic  and  business conditions, the
business opportunities (or lack thereof) that may be presented to and pursued by
the  Company, the Company's performance on its current contracts and its success
in  obtaining  new  contracts,  the  Company's  ability  to  attract  and retain
qualified  employees,  and other factors, many of which are beyond the Company's
control.  You  are  cautioned  that  these  forward-looking  statements  are not
guarantees  of  future  performance  and that actual results or developments may
differ  materially  from  those  projected  in  such  statements.

                                       11
<PAGE>
PART  I.     FINANCIAL  INFORMATION
ITEM  3.     QUANITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

     The Company's market risk is impacted by changes in interest rates, foreign
currency exchange rates and certain equity security prices.  The note receivable
held  by  the  Company includes a quarterly adjustment clause, which permits the
Company  to  increase  or decrease, the amount of interest charged based on bank
prime  rates.  All  transactions  with  international customers are made in U.S.
dollars,  thereby  minimizing the risk associated with foreign currency exchange
rates.  The  Company's  investment  in  equity   securities  is   classified  as
available-for-sale  with  unrealized  gains  or  losses excluded from income and
reported  as  other  comprehensive  income.  The Company has no significant risk
associated  with  commodity  prices.


PART  II.  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Reports  on  Form  8-K  -  None.










                                    SIGNATURE


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.



                          AVIATION GENERAL INCORPORATED
                          -----------------------------
                                  (Registrant)




                             By: /s/ Wirt D. Walker
                            -----------------------
                                 Wirt D. Walker
                       Chairman of the Board of Directors
                          (Chief Executive Officer and
                              Authorized Signatory)




Date:  May  15,  2002


                                       12