SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1999

                                       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 7,230,548 Shares of Common Stock Outstanding as of March 31, 1999


<PAGE>



PART I. FINANCIAL INFORMATION
ITEM  I. FINANCIAL STATEMENTS

                         AVIATION GENERAL, INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                     (Unaudited)
                                                                      March 31        December 31,
                                                                        1999              1998
<S>                                                               <C>                 <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                       $        605,233    $       645,706
  Investment in debt securities - related party                            200,000          1,000,000
  Accounts receivable                                                       21,111              6,941
  Notes receivable from related party                                    1,507,843          1,507,843
  Notes receivable                                                          16,516             21,286
  Inventories                                                            5,890,366          5,783,398
  Prepaid expenses and other assets                                        268,592            259,860
                                                                  ----------------    ---------------
     Total current assets                                                8,509,661          9,225,034
                                                                  ----------------    ---------------

Property and equipment:
  Office equipment and furniture                                           348,323            347,565
  Vehicles and aircraft                                                     84,021             84,021
  Manufacturing equipment                                                  358,332            358,332
  Tooling                                                                  527,496            525,536
  Leasehold improvements                                                   309,144            309,144
                                                                  ----------------    ---------------
                                                                         1,627,316          1,624,598
  Less: Accumulated depreciation                                         (878,043)          (850,313)
                                                                  ----------------    ---------------
     Net property and equipment                                            749,273            774,285
                                                                  ----------------    ---------------

Other assets:
  Notes receivable - less current maturities                               144,753            148,649
                                                                  ----------------    ---------------
                                                                  $      9,403,687    $    10,147,968
                                                                  ================    ===============

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
  Accounts payable                                                $       427,714     $       622,618
  Accrued expenses                                                        382,909             343,100
  Refundable deposits                                                     162,427             252,498
  Notes payable                                                                               600,000
                                                                  ----------------    ---------------
     Total current liabilities                                           1,553,500          1,818,216
                                                                  ----------------    ---------------

  Long-term debt                                                                --                 --

Shareholders' investment (deficit):
  Preferred stock, $.01 par value, 5,000,000
     shares authorized; no shares outstanding                                   --                 --
  Common stock, $.50 par value, 20,000,000
     shares authorized; 7,280,548 shares
     issued and 7,230,548 outstanding at March 31, 1999
     and 7,280,548 issued and outstanding
     at December 31, 1998                                               3,640,274           3,640,274
  Additional paid-in capital                                           37,178,230          37,178,230
  Retained earnings (deficit)                                         (32,868,317)       (32,488,752)
                                                                  ----------------    ---------------
                                                                        7,950,187           8,329,752
  Less: Treasury stock                                                   (100,000)                 --
                                                                  ----------------    ---------------
     Total shareholders' investment                                     7,850,187           8,329,752
                                                                  ---------------     ---------------
                                                                  $     9,403,687     $    10,147,968
                                                                  ===============     ===============
</TABLE>

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


<PAGE>



                         AVIATION GENERAL, INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                   Three Months Ended March 31,
                                                                   1999                    1998
<S>                                                         <C>                    <C>
Net sales - aircraft                                        $      1,644,653       $     2,638,683
Net sales - service                                                  613,639               284,546
                                                            ----------------       ---------------
   Total net sales                                                 2,258,292             2,923,229
                                                            ----------------       ---------------

Cost of sales - aircraft                                           1,741,241             2,353,714
Cost of sales - service                                              370,752               241,844
                                                            ----------------       ---------------
   Total cost of sales                                             2,111,993             2,595,558
                                                            ----------------       ---------------

Gross margin (deficit)                                               146,299               327,671
                                                            ----------------       ---------------

Other operating expenses:
   Product development and engineering costs                          79,038                78,152
   Selling, general and administrative expenses                      489,972               639,011
                                                            ----------------       ---------------
     Total other operating expenses                                  569,010               717,163
                                                            ----------------       ---------------

Operating income (loss)                                             (422,711)             (389,492)
                                                            -----------------      ----------------

Other income (expenses):
   Other income                                                       56,867                152,865
   Interest expense                                                  (13,024)               (2,761)
   Other expense                                                        (697)               (2,108)
                                                            -----------------     -----------------
   Total other income (expenses)                                       43,146               147,996
                                                            -----------------     -----------------

Net loss                                                    $       (379,565)     $       (241,496)
                                                            =================     =================

Net loss per share:
   Weighted average common shares
      Outstanding                                                   7,269,437             7,280,548
                                                            -----------------     -----------------

   Loss per share                                           $          (0.05)     $          (0.03)
                                                            =================     =================
</TABLE>



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


<PAGE>




                         AVIATION GENERAL, INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                         Three Months Ended March 31,
                                                                            1999               1998
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                             $   (379,565)   $     (241,496)
   Adjustments to reconcile net loss to
     net cash used in operating activities---
     Depreciation and amortization                                             27,730            25,683
     Changes in operating assets and liabilities,
         excluding cash:
         Accounts receivable                                                 (14,170)           326,737
         Notes receivable - related parties                                      -             (10,390)
         Notes receivable                                                      8,666             26,533
         Inventories                                                        (106,968)           288,834
         Prepaid expense and other assets                                     (8,732)          (18,365)
         Accounts payable                                                   (194,904)            76,487
         Accrued expenses                                                     39,809            170,903
         Refundable deposits                                                 (90,071)            41,428
                                                                        -------------   ---------------
            Net cash used in operating activities                           (718,205)           686,354
                                                                        -------------   ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Change in short-term investments                                              -          (1,004,208)
   Capital expenditures                                                       (2,718)          (61,175)
   Purchase treasury stock                                                  (100,000)                --
   Proceeds from repayment of debt by related party                          800,000                 --
                                                                        ------------    ---------------
      Net cash used in investing activities                                  697,282        (1,065,383)
                                                                        ------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on borrowings on bank line                                       (19,550)         (100,000)
                                                                        -------------   ---------------
      Net cash provided by financing activities                              (19,550)         (100,000)
                                                                        -------------   ---------------
Net increase (decrease) in cash                                              (40,473)         (479,029)
Cash and cash equivalents at beginning of period                             645,706          1,022,024
                                                                        ------------    ---------------
Cash and cash equivalents at end of period                              $    605,233    $       542,995
                                                                        ============    ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
      Cash paid during the period for:
         Interest                                                       $       4,983   $         3,682
         Income taxes                                                              --                --
</TABLE>



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

<PAGE>




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,  1999 and  December  31,  1998,  and the
results of operations for the three month periods ended March 31, 1999 and 1998,
and the cash flows for the three  month  periods  ended  March 31, 1999 and 1998
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 1998 Annual Report on Form
10-K.


2. The earnings  per share of common  stock were  computed by using the weighted
average number of shares of common stock  outstanding  during the period.  Basic
and diluted amounts are the same for all periods presented.


3. The  Company  purchased  50,000  shares of its common  stock at an  aggregate
purchase price of $100,000,  or $2.00 per share from its majority shareholder on
March 11, 1999.  This price was  consistent  with shares  trading  freely on the
Nasdaq  SmallCap  Market  on that  date.  Some of the  shares  will be issued to
employees under the Company's 401(k) plan and the balance will be cancelled.

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:



                                            March 31, 1999    December 31, 1998

  Raw materials                               $3,479,747          $3,112,257
  Work in process                                670,186             602,457
  Demonstration aircraft                         979,495             987,325
  Used aircraft                                  760,938           1,081,359 
                                              ----------          ----------

         Total inventories                    $5,890,366          $5,783,398
                                              ----------          ----------


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.




<PAGE>


         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. 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  and  unjustified
claims.  The Company is not insured for  product  liability  claims.  Management
believes there is no litigation  outstanding which would have a material adverse
effect on the financial position or operations of the Company.

6. Since  commencement  of production in 1992,  annual  revenues have  increased
significantly  and annual losses have  substantially  declined,  concurrent with
ongoing  investment in the Company's future.  Cash needs have been financed with
debt,  private investor capital,  proceeds from an initial public offering,  and
proceeds from subsequent stock issuances.  The Company  continues to broaden its
general aviation capabilities by increasing its business in the pre-owned piston
and jet  markets.  These  markets  are much  larger than the market for new high
performance, single engine aircraft. Furthermore, this diversifies the Company's
business and revenue base and is synergistic with the  manufacturing,  marketing
and support services of our high performance, single engine Commander aircraft.

         Management  believes the reduction for 1998 in net loss from operations
is  attributable  to plans  implemented  in late  1996 and 1997 to  provide  new
revenues  for the  Company.  During  1998 the  Company  continued  to expand the
Aviation  Services   Division,   which  sells  pre-owned  aircraft  and  markets
refurbishment  services.  Also in 1998,  the  Company  expanded  its  efforts to
purchase  pre-owned  aircraft,  accept  aircraft  on trade  for new  units,  and
refurbish  and sell the  aircraft.  Revenue  from  sales of  pre-owned  aircraft
increased by 69% in 1998 and revenues from  refurbishment  and service increased
over 11%.  Management  expects growth to continue in 1999 for both refurbishment
services and pre-owned  aircraft sales. The Company  continues to take advantage
of its factory facilities to market upgrades to existing aircraft owners for new
paint, interior and equipment.

         In October 1998 the Company  announced  the  formation of Strategic Jet
Services,  Inc., a wholly owned  subsidiary  established  to provide  brokerage,
sale, consulting and refurbishment work for jet aircraft.  Income from this line
of business is expected to begin improving the Company's profitability in 1999.

         The Company introduced a new de-icing option and received certification
from the Federal Aviation  Administration in 1998, allowing equipped aircraft to
operate in known icing conditions  similar to larger,  more expensive  aircraft.
Sales of this  optional  equipment  not only  provide  additional  revenues  and
earnings,  but  also  increase  the  value  of  the  aircraft  relative  to  its
competition.

         In  addition to the above  actions by the Company to increase  revenue,
management has made efforts to reduce costs and cash  requirements by optimizing
its production schedule using just-in-time  scheduling,  thereby  systematically
decreasing   inventories  and  payables  since  production  commenced  in  1992.
Management  has reduced the costs incurred to advertise new aircraft by focusing
its marketing efforts at a specific customer profile.

         The Company  continues to advertise in industry and trade  publications
at a significantly  reduced level, while directly contacting potential customers
whose demographic characteristics closely match the typical customer, especially
in the  areas  of  income,  pilot  experience,  and  types  of  businesses  with
demonstrated  regional travel  requirements.  Further reducing selling expenses,
the Company completed a 



<PAGE>


reorganization of its service center, paint and interior shops into a completion
center to focus on the growing after-market refurbishment business.

         The  Company  has  expanded  its  operations  to include  the  Aviation
Services  Division and  Strategic  Jet  Services,  Inc.,  improved its products,
dramatically  decreased  sales  and  marketing  expenses  and  reduced  debt and
interest expense.  Management believes that it has made significant  progress in
1998 and it is  reasonable  to expect the  Company to improve  revenues,  reduce
costs,  improve  operating  results  and  stabilize  cash  flow in 1999.  Due to
numerous  factors beyond the control of the Company,  there can be no assurances
that these results will be achieved.

7. On August 5,  1998,  Commander  Aircraft  Company  was merged  with  Aviation
General,  Incorporated,  a Delaware  holding  company.  Each share of  Commander
Aircraft  Company common stock was converted  into a share of Aviation  General,
Incorporated  common stock.  The merger had no direct affect upon the operations
or  management  of the  company.  The  stock  continued  to trade on the  NASDAQ
SmallCap Market under the name of Aviation General,  Incorporated and the ticker
symbol "AVGE".


<PAGE>



ITEM 2            MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                           OPERATIONS AND FINANCIAL CONDITION

GENERAL:

Aviation  General,  Incorporated  announced  on April 7, 1999 that it's Board of
Directors  authorized  the purchase of up to 1,000,000  shares of the  Company's
outstanding  common stock.  Purchases  will be made from time to time, in either
open market or negotiated transactions,  subject to market conditions.  In March
1999, 50,000 shares were repurchased from the Company's majority  shareholder at
a price of $2.00  per  share.  Subsequent  to the end of the first  quarter,  an
additional  58,000 shares were purchased from the same  shareholder at $1.75 per
share.

The Board of Directors approved a Stockholder  Rights Plan for the Company.  The
Rights Plan initially  provides each  stockholder of the Company with a right to
purchase one  one-thousandth  of a preferred share at a purchase price of $80.00
for each  share of common  stock  held.  Generally,  should any person or entity
become the beneficial owner of 15% or more of the Company's  outstanding  common
stock,  each right would  become a right  entitling  the holder,  other than the
acquiring person, to purchase for the purchase price Company Common Stock having
a value of twice the purchase price.

The record date for  distribution  of the rights under the Rights Plan was April
7,  1999,  after  which  any  shares  of  common  stock  will  automatically  be
accompanied  by the associated  rights.  The rights expire April 7, 2009 (unless
previously  triggered),  and are subject to redemption by the Board of Directors
of the Company at $0.01 per right at any time prior to the first date upon which
they become exercisable.

RESULTS FROM OPERATIONS:

Revenues  from  the sale of  aircraft  for the  first  quarter  of 1999  totaled
$1,644,653  compared  to  $2,638,683  for the  comparable  period  of 1998.  The
decrease in revenue for the first quarter of 1999 was the result of delivering 7
new and pre-owned aircraft compared to 10 for the first quarter of 1998.

Service revenues of $613,639 for the quarter ended March 31, 1999 increased 116%
from $284,546 for the  comparable  quarter in 1998. The increase in revenues was
due to additional  billings for refurbishment of pre-owned  aircraft and service
billings to customers, including one large rebuild job totaling over $240,000.

Cost of aircraft sales for the three month period ended March 31, 1999 decreased
to $1,741,241  compared to $2,353,714 for the three month period ended March 31,
1998. The decrease was due to the reduction in aircraft produced and sold during
the period.

Cost of sales for  service  and  parts  for the  quarter  ended  March 31,  1999
increased to $370,752 from  $241,844 for the quarter  ended March 31, 1998.  The
increase was due primarily to the increase in revenues from service and parts as
explained above.

Product  development and engineering costs increased 1% to $79,038 for the first
quarter of 1999,  from  $78,152 for the  comparable  period in 1998.  The slight
increase was relatively evenly distributed among all areas of expense.

Sales and marketing  expense  decreased  approximately  35% for the  three-month
period ended March 31, 1999, to $282,058 from $435,259 for the comparable period
ended March 31, 1998.  Included in the first quarter of 1999 are costs  totaling
$48,294,  consisting  primarily of salaries,  travel and office expenses for the
Company's subsidiary, Strategic Jet Services, Inc. Advertising and show expenses
were reduced  during the first quarter of 1999 by $71,000 from the first quarter
of 1998,  due to  fewer  media  ads and  show  expenses.  Salaries  and  related
compensation  expenses  decreased $61,000 for the first quarter of 1999 due to a
small  reduction  in  personnel  and lower  commissions.  Printing,  mailing



<PAGE>

and shipping costs were reduced by $18,000 during the first quarter of 1999. All
other areas of expense decreased due to the reduction in advertising,  personnel
and demonstrator aircraft usage.

General and  administrative  expenses  increased  2% to  $207,914  for the first
quarter of 1999 from $203,752 for the first quarter of 1998. The slight increase
was due to a number of small  changes in  various  areas of  expense,  including
payroll, insurance and tax expenses.

Other  income  decreased  to $56,867 for the  quarter  ended March 31, 1999 from
$152,865 for the quarter ended March 31, 1998.  The decrease was due to interest
earned on  certificates  of deposit held by the Company in the first  quarter of
1998 that were  converted to cash during  1998.  Interest  expense  increased to
$13,024 for the first quarter of 1999 from $2,761 for the  comparable  period in
1998.  This increase was due to borrowings on the Company's  line of credit with
its bank.

LIQUIDITY AND CAPITAL RESOURCES:

Cash balances  decreased to $605,233 at March 31, 1999 from $645,706 at December
31, 1998. The Company maintained a balance in short-term certificates of deposit
of $200,000,  which mature and are  re-invested in 30-day  increments.  Accounts
receivable  balances  increased by $14,170 at March 31, 1999 due to the increase
in parts sales during the  quarter.  Notes  receivable  decreased to $161,269 at
March 31,  1999 from  $169,935  at  December  31,  1998 due to  regular  monthly
payments  received  from the  debtors.  The  balance  due from notes  receivable
related  parties was  unchanged at  $1,507,843  at March 31, 1999 from the prior
balance  sheet dated  December 31, 1998.  The note  receivable  from the related
party is due June 30, 1999 and it is not  management's  intention  to extend the
maturity.  During the first quarter of 1999,  Stratesec,  Incorporated  redeemed
$800,000 of the notes receivable.  The $200,000 balance of notes receivable from
Stratesec,  Incorporated  are due December 31, 1999 and accrue  interest at 10%,
payable  June 30 and December  31. Each note is  convertible  at $8.50 per share
into common stock of Stractesec, Incorporated, and includes warrants to purchase
100 shares of common stock at $2.50 per share for each $1,000 in debt.

Inventories  increased  to  $5,890,366  at March  31,  1999 from  $5,783,398  at
December  31,  1998.  Raw  materials,  parts,  and  work  in  process  increased
approximately  $435,000 while completed aircraft inventories remained relatively
constant  decreasing about $8,000 as the company maintained three  demonstration
aircraft on hand at March 31, 1999 and December 31, 1998. Inventory of pre-owned
aircraft decreased to $760,938 at March 31, 1999 from $1,081,359 at December 31,
1998.  Prepaid expenses and other current assets increased $8,732 to $268,592 at
March 31, 1999 compared to $259,860 at December 31, 1998, reflecting prepayments
for parts, material and services.

During the first three  months of 1999  expenditures  for fixed  assets  totaled
$2,718, which were primarily for tooling and miscellaneous office equipment. The
Company does not plan to spend  significant  funds for new  property,  plant and
equipment for the balance of fiscal 1999. Most  expenditures will be for repairs
or  replacements  of plant  equipment,  and for  computer  hardware and software
improvements  which are not  expected  to exceed  $25,000 for the balance of the
fiscal year.

Accounts  payable  decreased  to  $427,714  at March 31,  1999 from  $622,618 at
December 31, 1998. The decrease was due primarily to a reduction of purchases of
new  parts  and  equipment  to  support  production  of  new  aircraft  and  for
refurbishment parts and material,  which were purchased on open account. Accrued
expenses  increased to $382,909 at March 31, 1999 from  $343,100 at December 31,
1998.  The  increase in accrued  expenses is  attributable  to amounts  owed for
payroll taxes, accrued employee benefits, and miscellaneous expenses.

Refundable  deposits  decreased  to $162,427 at March 31, 1999 from  $252,498 at
December  31, 1998  reflecting  a large  deposit for service  work  applied to a
payment to restore a customer's  damaged  aircraft.  Borrowings  from bank lines
decreased to $580,000 from $600,000 for the three months ended March 31, 1999.



<PAGE>


The Company does not carry insurance for product  liability and could be subject
to substantial  financial risk in the event of an unfavorable  judgement arising
from litigation involving its products. Although the Company is not aware of any
pending  claims,  there is no guarantee  that claims will not be asserted in the
future.

Since  commencement  of  production  in 1992,  annual  revenues  have  increased
significantly  and annual losses have  substantially  declined,  concurrent with
ongoing  investment in the Company's future.  Cash needs have been financed with
debt,  private investor capital,  proceeds from an initial public offering,  and
proceeds from subsequent stock issuances.  The Company  continues to broaden its
general aviation capabilities by increasing its business in the pre-owned piston
and jet  markets.  These  markets  are much  larger than the market for new high
performance, single engine aircraft. Furthermore, this diversifies the Company's
business and revenue base and is synergistic with the  manufacturing,  marketing
and support services of our high performance, single engine Commander aircraft.

Management believes the reduction in net loss from operations is attributable to
plans implemented in late 1996 and 1997 to provide new revenues for the Company.
During 1998 the Company  continued  to expand the  Aviation  Services  Division,
which sells pre-owned aircraft and markets refurbishment services. Also in 1998,
the Company expanded its efforts to purchase pre-owned aircraft, accept aircraft
on trade for new units,  and  refurbish  and sell the  aircraft at a  reasonable
profit.  Revenue from sales of pre-owned  aircraft  increased by 69% in 1998 and
revenues from  refurbishment and service increased over 11%.  Management expects
growth  to  continue  in 1999  for both  refurbishment  services  and  pre-owned
aircraft  sales.  The  Company  continues  to  take  advantage  of  its  factory
facilities  to market  upgrades  to  existing  aircraft  owners  for new  paint,
interior and equipment.

In October 1998 the Company  announced  the formation of Strategic Jet Services,
Inc.,  a  wholly  owned  subsidiary  established  to  provide  brokerage,  sale,
consulting  and  refurbishment  work for jet aircraft.  Income from this line of
business is expected to begin improving the Company's profitability in 1999.

The Company introduced a new de-icing option and received certification from the
Federal Aviation  Administration in 1998,  allowing equipped aircraft to operate
in known icing conditions similar to larger, more expensive  aircraft.  Sales of
this optional equipment not only provide additional  revenues and earnings,  but
also increase the value of the aircraft relative to its competition.

In addition to the above actions by the Company to increase revenue,  management
has made  efforts  to  reduce  costs and cash  requirements  by  optimizing  its
production  schedule  using  just-in-time  scheduling,   thereby  systematically
decreasing   inventories  and  payables  since  production  commenced  in  1992.
Management  has reduced the costs incurred to advertise new aircraft by focusing
its marketing efforts at a specific customer profile.

The Company  continues  to advertise  in industry  and trade  publications  at a
significantly reduced level, while directly contacting potential customers whose
demographic  characteristics  closely match the typical customer,  especially in
the areas of income, pilot experience, and types of businesses with demonstrated
regional travel  requirements.  Further reducing selling  expenses,  the Company
completed a reorganization of its service center,  paint and interior shops into
a completion center to focus on the growing after-market refurbishment business.

The  Company has  expanded  its  operations  to include  the  Aviation  Services
Division and Strategic Jet Services,  Inc., improved its products,  dramatically
decreased  sales and marketing  expenses and reduced debt and interest  expense.
Management  believes  that it has made  significant  progress  in 1998 and it is
reasonable  to expect the Company to improve  revenues,  reduce  costs,  improve
operating  results and  stabilize  cash flow in 1999.  Due to  numerous  factors
beyond the control of the Company, there can be no assurances that these results
will be achieved.




<PAGE>


Year 2000 Compliance

The Y2K problem, or millennium bug, refers to the possibility that computers may
not perform properly on or after January 1, 2000,  because their programming may
recognize dates ending with 00 as the year 1900,  rather than the year 2000. The
problem  is  worldwide  in scope and  affects  computers  both  large and small,
including  virtually  any machine or  electronic  equipment  that uses  computer
chips.

During 1998 the Company  spent over  $45,000 to upgrade  its  internal  computer
systems to be Y2K compliant.  The Information Systems Manager, along with senior
management,  has  continued  to review key  suppliers  of parts,  materials  and
services,  as well as its banks, 401(k) provider,  and insurance  companies,  to
insure that each has a readiness plan for Y2K.  Virtually all surveyed have made
assurances  that their  systems are  compliant  or they have a specific  plan to
insure compliance in the near future.

The Company  plans to purchase a new  software  program for  tracking  property,
plant and equipment,  as well as depreciation of its fixed assets for accounting
and valuation  purposes.  A new file server will need to be acquired  during the
third quarter of 1999 as well.
Total cost for this software and hardware is not expected to exceed $10,000.

A contingency  plan will be prepared and approved by July 31, 1999,  even though
management believes that they have successfully addressed the Y2K challenge. Due
to the  complexity  of the year  2000  issues  and the  interdependence  between
companies,  government  agencies,  utilities,  financial  institutions and other
entities,  it is impossible to guarantee  that the Company's year 2000 readiness
program will be completely successful.

ITEM 3.  QUANITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The  registrant  has no material  market risk  associated  with interest  rates,
foreign currency exchange rates or commodity prices.


PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
                4.1 - Rights Plan
                27 - Financial Data Schedule

(b)      Reports on Form 8-K - None




<PAGE>


                                    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/ Stephen R. Buren
                                Stephen R. Buren
                             Vice President Finance
                          (Chief Financial Officer and
                              Authorized Signatory)




Date:  May 12, 1999