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,  2004

                                       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 required
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
requirements  for  the  past  90  days.  [X]  Yes  [ ]  No



                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

There  were  7,110,846  Shares  of Common Stock Outstanding as of March 31, 2004
--------------------------------------------------------------------------------




<PAGE>

                                TABLE OF CONTENTS
                                -----------------

PART  I.  FINANCIAL  INFORMATION

     Item  1.  Financial  Statements
       Consolidated  Condensed  Balance  Sheet  -  March  31,  2004
       Consolidated  Condensed  Statements  of  Operations  - For the
         Three Months Ended  March  31,  2004  and  2003
       Consolidated  Condensed  Statements of Shareholders' Equity -
         For the Three Months  Ended March  31,  2004  and  2003
       Consolidated  Condensed  Statements  of  Cash Flows - For
         the Three Months Ended March  31,  2004  and  2003
       Notes  to  Consolidated  Condensed  Financial  Statements
     Item  2.  Management's  Discussion  and  Analysis
     Item  3.  Controls  and  Procedures

PART  II.  OTHER  INFORMATION
     Item  5.  Other
     Item  6.  Exhibits  and  Reports  on  Form  8K


PART  I.  FINANCIAL  INFORMATION

ITEM  I.  FINANCIAL  STATEMENTS









<PAGE>
                  Aviation General, Incorporated & Subsidiaries

                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                                    (Unaudited)
                                                                     March 31,
                                                                       2004
                                                                    ------------
                                     ASSETS
<TABLE>
<CAPTION>
CURRENT  ASSETS
<S>                                                                 <C>
  Cash  and  cash  equivalents                                      $    43,229
  Accounts  receivable                                                    8,269
  Inventories                                                         1,653,808
                                                                    -----------
      Total  current  assets                                          1,705,306
                                                                    -----------

PROPERTY  AND  EQUIPMENT
  Office  equipment  and  furniture                                     365,373
  Vehicles  and  aircraft                                                95,115
  Manufacturing  equipment                                              384,979
  Tooling                                                               676,747
  Leasehold  improvements                                               112,748
                                                                    -----------
                                                                      1,634,962
  Less  accumulated  depreciation                                    (1,277,540)
                                                                    -----------
                                                                        357,422
                                                                    -----------

                                                                    $ 2,062,728
                                                                    ===========
</TABLE>











     See accompanying Summary of Accounting Policies and Notes to Financial
                                  Statements.


<PAGE>
                  Aviation General, Incorporated & Subsidiaries

                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                                    (Unaudited)
                                                                     March 31,
                                                                       2004
                                                                    ------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT  LIABILITIES
  LIABILITIES  NOT  SUBJECT  TO  COMPROMISE
<S>                                                                 <C>
    Accounts  payable                                               $   130,355
    Accrued  expenses                                                 1,041,761
    Notes  payable                                                      768,471
                                                                    -----------
        Total current liabilities not subject to compromise           1,940,587
                                                                    -----------

  LIABILITIES  SUBJECT  TO  COMPROMISE
    Accounts  payable                                                 1,986,559
    Accrued  expenses                                                   721,478
    Refundable  deposits                                                155,145
                                                                    -----------
        Total  liabilities subject to compromise                      2,863,182
                                                                    -----------

        Total  current  liabilities                                   4,803,769
                                                                    -----------


  NONCURRENT  LIABILITIES
    Notes  payable                                                    1,300,795
                                                                    -----------
                                                                      1,300,795
                                                                    -----------

  REEDEEMABLE  COMMON  STOCK  -  $.50  par  value;
    150,000  shares issued and outstanding; stated
      at redemption  value                                              150,000
                                                                    -----------


STOCKHOLDERS'  EQUITY  (DEFICIT)
  Preferred  stock,  $.01  par  value,  5,000,000
    shares  authorized;  no  shares  outstanding                              -
  Common  stock,  $.50  par  value,  20,000,000
    shares  authorized; 8,120,397 shares issued                       4,060,198
    at  March  31,  2004
  Additional  paid-in  capital                                       37,254,305
  Less:  Treasury  stock  at  cost,  1,009,551  shares
    at  March  31,  2004                                             (1,709,638)
  Accumulated  (deficit)                                            (43,796,701)
                                                                    -----------

        Total  stockholders'  equity  (deficit)                      (4,191,836)
                                                                    -----------

                                                                    $ 2,062,728
                                                                    ===========
</TABLE>



     See accompanying Summary of Accounting Policies and Notes to Financial
                                  Statements.


<PAGE>
                  Aviation General, Incorporated & Subsidiaries

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2004           2003
                                                    ------------   ------------
NET  SALES
<S>                                                 <C>            <C>
     Aircraft                                       $    406,800   $    140,000
     Service                                             211,437        172,361
                                                    ------------   ------------
     Total  net  sales                                   618,237        312,361
                                                    ------------   ------------

COST  OF  SALES
     Aircraft                                            326,785        128,534
     Service                                             158,213        123,571
                                                    ------------   ------------
     Total  cost of sales                                484,998        252,105
                                                    ------------   ------------


     Gross  profit                                       133,239         60,256
                                                    ------------   ------------


OTHER  OPERATING  EXPENSES
     Product  development  and engineering costs               -            896
     Selling, general and administrative expenses        370,937        376,226
                                                    ------------   ------------
     Total  other  operating  expenses                   370,937        377,122
                                                    ------------   ------------


     Operating  income  (loss)                          (237,698)      (316,866)
                                                    ------------   ------------


OTHER  INCOME  (EXPENSES)
     Other  income                                        16,664         54,910
     Interest (expense)                                  (38,955)       (39,856)
                                                    ------------   ------------
     Total  other income (expenses)                      (22,291)        15,054
                                                    ------------   ------------


NET  (LOSS)  BEFORE TAXES                               (259,989)      (301,812)

PROVISION FOR INCOME TAXES                                     -              -
                                                    ------------   ------------

NET (LOSS)                                          $   (259,989)  $   (301,812)
                                                    ============   ============

NET  (LOSS)  PER  SHARE

     Weighted average common shares
       outstanding; basic                              7,110,846      7,110,846
                                                    ------------   ------------


     Net  (loss)  per  share;  basic                $      (0.04)  $      (0.04)
                                                    ============   ============


     Weighted  average  common  shares
       outstanding;  diluted                           7,110,846      7,110,846
                                                    ============   ============


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


     See accompanying Summary of Accounting Policies and Notes to Financial
                                  Statements.

<PAGE>
                  Aviation General, Incorporated & Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                              Additional                                                 Other          Total
                           Common Stock         Paid-in          Treasury Stock       Accumulated     Comprehensive   Stockholders'
                       Shares       Amount      Capital       Shares        Amount      Deficit       Income (Loss)     Equity
                     ---------   ----------   -----------   ---------   ------------  ------------   --------------   -------------
Balance  at
<S>                   <C>         <C>          <C>           <C>         <C>           <C>             <C>             <C>
  January  1,  2003   8,120,397   $4,060,198   $37,254,305   1,009,551   $ (1,709,638) $(42,228,440)   $         -     $(2,623,575)

Comprehensive  income
  Net  earnings                                                                            (301,812)                      (301,812)
  Other comprehensive
    income
    Change in
    unrealized
    investment
    gain,  net                                                                                                                   -
                      ---------   ----------   -----------   ---------   ------------  ------------   -------------    -----------
      Comprehensive
        income                                                                                                            (301,812)
                      ---------   ----------   -----------   ---------   ------------  ------------   -------------    -----------

Balance  at
  March  31,  2003    8,120,397   $4,060,198   $37,254,305   1,009,551   $(1,709,638)  $(42,530,252)  $          -      $2,925,387)
                      =========   ==========   ===========   =========   ===========   ============   ============      ==========


Balance  at
  January  1,  2004   8,120,397   $4,060,198   $37,254,305   1,009,551   $ (1,709,638) $(43,536,712)   $         -     $(3,931,847)

Comprehensive  income
  Net  earnings                                                                            (259,989)                      (259,989)
  Other comprehensive
    income
    Change in
    unrealized
    investment
    gain,  net                                                                                                                   -
                      ---------   ----------   -----------   ---------   ------------  ------------   -------------    -----------
      Comprehensive
        income                                                                                                            (259,959)
                      ---------   ----------   -----------   ---------   ------------  ------------   -------------    -----------

Balance  at
  March  31,  2004    8,120,397   $4,060,198   $37,254,305   1,009,551   $(1,709,638)  $(43,796,701)  $          -     $(4,191,836)
                      =========   ==========   ===========   =========   ===========   ============   ============      ==========
</TABLE>










     See accompanying Summary of Accounting Policies and Notes to Financial
                                  Statements.

<PAGE>
                  Aviation General, Incorporated & Subsidiaries

                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2004           2003
                                                    ------------   ------------
Increase (decrease) in Cash and Cash Equivalents

Cash  flows  from  operating  activities
<S>                                                 <C>            <C>
  Net  earnings  (loss)                             $   (259,989)  $  (301,812)
  Adjustments  to  reconcile  net  earnings
    (loss)  to  net  cash  provided  by
    (used  in)  operating  activities
      Depreciation  and  amortization                     24,066        27,230
      Loss  (gain)  on  retirement  of
        property  and  equipment                               -          (138)
      Changes  in  assets  and  liabilities
        (Increase)  decrease  in
          Accounts  receivable                             6,571        (2,972)
          Inventories                                    367,907       286,663
          Prepaid expenses and other assets                  700             -
        Increase  (decrease)  in
          Accounts  payable                                2,130         1,908
          Accrued  expenses                                7,294        34,825
          Refundable  deposits                           (65,039)       20,000
                                                    ------------   -----------

          Net  cash  provided  by  (used in)
            operating activities                          83,640        65,704
                                                    ------------   -----------

Cash  flows  from  investing  activities
  Proceeds on sales of property and equipment                  -           200
                                                    ------------   -----------

          Net  cash  provided  by  (used in)
            investing activities                               -           200
                                                    ------------   -----------

Cash  flows  from  financing  activities
  Proceeds  from  borrowings                             189,000        50,000
  (Payments  on)  borrowings                            (235,006)     (109,310)
                                                    ------------   -----------

          Net  cash  provided  by  (used in)
            financing activities                         (46,006)      (59,310)
                                                    ------------   -----------

          NET  INCREASE  (DECREASE)  IN  CASH
            AND  CASH EQUIVALENTS                         37,634         6,594

Cash and cash equivalents at beginning of period           5,595        (2,145)
                                                    ------------   -----------

Cash  and  cash  equivalents at  end  of  period          43,229         4,449
                                                    ============   ===========

Cash  paid  during  the  period  for:
-------------------------------------

     Interest                                             29,284        39,856
</TABLE>





     See accompanying Summary of Accounting Policies and Notes to Financial
                                  Statements.


<PAGE>
                  Aviation General, Incorporated & Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004


1.   These  consolidated  condensed  financial  statements have been prepared by
     Aviation  General,  Incorporated.  (the Company) without audit, pursuant to
     the  rules  and  regulations of the Securities and Exchange Commission, and
     reflect  all adjustments which are, in the opinion of management, necessary
     for  a  fair  statement  of the results for the interim periods, on a basis
     consistent  with  the  annual   audited  financial  statements.   All  such
     adjustments  are  of  a  normal  recurring  nature.   Certain  information,
     accounting   policies,  and  footnote   disclosures  normally  included  in
     financial  statements  prepared  in  accordance  with   generally  accepted
     accounting  principles  have  been  omitted  pursuant  to  such  rules  and
     regulations,  although  the  Company  believes  that  the  disclosures  are
     adequate  to  make  the  financial statements and information presented not
     misleading.  These  financial statements should be read in conjunction with
     the financial statements and the summary of significant accounting policies
     and  notes  thereto  included in the Company's most recent annual report on
     Form  10-KSB.

2.   Inventories consist primarily of finished goods, work in process, and parts
     for  manufacturing  and  servicing of aircraft. Inventory costs include all
     direct  manufacturing  costs and applied overhead. These inventories, other
     than  pre-owned  aircraft,  are  stated at the lower of cost or market, and
     cost  is  determined  by  the  average-cost  method. Pre-owned aircraft are
     valued  on  a specific-identification basis at the lower of cost or current
     estimated  realizable wholesale price. Inventory components were as follows
     at  March  31,  2004:
<TABLE>
<CAPTION>
<S>                                                               <C>
     Raw  materials                                               $  1,021,807
     Work  in  process                                                 508,579
     New  and  pre-owned  aircraft                                     122,173
     Other                                                               1,250
                                                                  ------------
                                                                  $  1,653,808
                                                                  ============
</TABLE>

3.   On  December  27,  2002  the  Company's  wholly owned subsidiary, Commander
     Aircraft Company (the "Debtor") filed petitions for relief under Chapter 11
     of  the  federal  bankruptcy laws in the United States Bankruptcy Court for
     the  District  of  Delaware.  Under  Chapter 11, certain claims against the
     Debtor  in  existence prior to the filing of the petitions for relief under
     the  federal bankruptcy laws are stayed while the Debtor continues business
     operations as Debtor-in-possession. These claims are reflected in the March
     31,  2004  balance  sheet  as  "liabilities  subject to compromise." Claims
     secured  against  the  Debtor's  assets ("secured claims") also are stayed,
     although  the  holders  of such claims have the right to move the court for
     relief  from the stay. Secured claims are secured primarily by liens on the
     Debtor's  property, plant and equipment. Refer to the Company's most recent
     annual  report  on  Form  10-KSB.



<PAGE>

     The  Debtor received approval from the Bankruptcy Court to pay or otherwise
     honor  certain of its prepetition obligations, including employee wages and
     product warranties  totaling  $75,000.

     The  Company  has  obtained  the  approval  of  the  Bankruptcy  court  for
     Debtor-in-Possession, (DIP), financing of $250,000. The DIP financing bears
     interest  at  the  rate  of  10% (simple interest), which is payable at the
     effective  date  of  the Chapter 11 Plan of Reorganization. The Company has
     taken  draws  on  the  DIP  Financing  as  follows:
<TABLE>
<CAPTION>
<S>                                                           <C>
     2003  Total                                              $  427,000
     January  8,  2004                                        $   25,000
     January  16,  2004                                       $   25,000
     February  13,  2004                                      $   35,000
     March  15,  2004                                         $   50,000
     March  22,  2004                                         $   54,000

     Total DIP Financing Draws through March 31, 2004:        $  616,000
</TABLE>

4.   During  the  years  ended  December  31,  2001,  2002 and 2003, the Company
     incurred  net  (losses)  of  $(5,519,592),  $(4,285,111)  and  $(1,308,272)
     respectively.  During  the  three  months ended March 31, 2004, the Company
     lost  an  additional  $(259,989).  As  of March 31, 2004, the Company had a
     negative  working  capital  of  $(3,098,463)  and  a  deficit  net worth of
     $(4,191,836).  On  December 27, 2002 the Company's wholly owned subsidiary,
     Commander  Aircraft Company, filed petitions for relief under Chapter 11 of
     the  federal  bankruptcy  code. These factors raise substantial doubt about
     the  Company's  ability  to  continue  as  a  going  concern.

     The ability of the Company to continue as a going concern is dependent upon
     the  Company's  ability  to  successfully  reorganize  Commander  Aircraft
     Company,  to  attain  a  satisfactory level of profitability, and to obtain
     suitable  and  adequate  financing.  There  can  be no assurance that these
     objectives  can  be  achieved.  The financial statements do not include any
     adjustments  that  might result from the outcome of this uncertainty nor do
     they  take  into  effect  any adjustments that might occur as a result of a
     successful  plan  to  reorganize Commander  Aircraft  Company.

     As  stated  in this and previous filings and announcements, on December 27,
     2002, Commander Aircraft Company filed a Chapter 11 reorganization petition
     in  the  United  States  bankruptcy  court  for  the  District of Delaware.
     Commander  Aircraft  Company  filed  a final reorganization plan on July 5,
     2003,  following the execution of a letter agreement on that same date with
     Tiger  Aircraft,  LLC,  or  affiliate,  ("Tiger") to fund the plan. A final
     stock  purchase  agreement was entered into with Tiger on November 1, 2003,
     pursuant to which an amended plan was filed on December 10, 2003. The U. S.
     bankruptcy  court  confirmed  this  plan  on  December  10,  2003, with the
     effective  date  scheduled for on or before March 31, 2004, unless extended
     by  the  consent  of  CAC,  AGI, Tiger, the official committee of unsecured
     creditors, the U.S. Department of Labor, and Nyltiak Investments, LLC. This
     date  has  been  extended  to  June  30,  2004.

5.   The  Company's  lease for office space, hangar space, and its manufacturing
     and  service  facility  was  a  revocable permit to lease the facility. The
     permit  required monthly rentals in the same amounts as the original lease.
     The  permit  further  required  the  Company  to pay outstanding delinquent
     amounts  plus  penalties  as  defined in the permit. On April 23, 2003, the
     Company  transferred  its  lease to a third party. The Company negotiated a
     3.5  year  sub-lease  with  this  third  party  for  50,011  square feet of
     manufacturing,  service and office space, guaranteed renewable at six month
     intervals.  The Company also agreed to pay $94,359 in past due rent to this
     third  party.

     The future annual minimum lease payments under the April 23, 2003 operating
     lease  are  as  follows:
<TABLE>
<CAPTION>
     Year  ending  December  31
<S>                                                             <C>
          2004                                                  $113,400
          2005                                                   113,400
          2006                                                    66,150
                                                                --------
     Total  future  minimum  lease  payments                    $292,950
                                                                ========
</TABLE>

<PAGE>

6.   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  18-year  statute  of  repose  for  general aviation
     aircraft  manufacturers. This legislation prohibits product liability suits
     against  manufacturers  when  the  aircraft involved in an accident is more
     than  18  years  old.  This  action  effectively  eliminated  all potential
     liability  for  the Company with respect to aircraft produced in the 1970s.
     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.

     The  Company  is routinely involved in various legal matters arising in the
     normal course of business. Management believes that losses, if any, arising
     from  such actions will not have a material adverse effect on the financial
     position  or  operations  of  the  Company.

7.   On  September  24,  2002  the  Company's common stock was delisted from the
     Nasdaq  SmallCap  Market and began trading on the Over-the-Counter Bulletin
     Board,  or  OTCBB,   under  the  symbol   AVGE.OB  due   to  the  Company's
     noncompliance with the applicable minimum asset and equity requirements and
     the  minimum  bid  price  requirement


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

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
service  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.


<PAGE>

BUSINESS  OVERVIEW

Aviation  General,  Incorporated  (the  "Company" or "AGI") is a publicly traded
holding  company (Pink Sheets: AVGE.PK) incorporated under the laws of the State
of  Delaware.  The Company has two wholly owned subsidiaries: Commander Aircraft
Company  ("CAC")  and  Strategic Jet Services, Inc. ("SJS").  Commander Aircraft
Company  (www.commanderair.com)  manufactures,  markets,  and  provides  support
services for its line of single engine, high performance Commander aircraft, and
consulting,  brokerage,  and  refurbishment  services  for  all  types  of
piston-powered  aircraft.  Strategic  Jet  Services,  Inc.  provides consulting,
brokerage,  sales,  and  refurbishment  services  for  jet  aircraft.

During  the  4th  quarter  of  2002,  SJS  discontinued  its operations, and CAC
suspended  indefinitely  production  of  new  aircraft.  Other  cost-cutting and
overhead  reductions  were  implemented  due  to  the  weakness in the Company's
business.  Management  believes  this  weakness   is  primarily  the  result  of
depressed  economic conditions and anxiety over terrorism and war in Iraq, which
have  had  a  pronounced,  adverse  effect  on big-ticket, discretionary capital
expenditures  by  businesses  and  individuals.

As  stated in this and previous filings and announcements, on December 27, 2002,
Commander  Aircraft  Company  filed  a Chapter 11 reorganization petition in the
United States bankruptcy court for the District of Delaware.  Commander Aircraft
Company  filed  a  final  reorganization  plan  on  July  5, 2003, following the
execution  of  a letter agreement on that same date with Tiger Aircraft, LLC, or
affiliate,  ("Tiger")  to  fund  the plan.  A final stock purchase agreement was
entered  into  with Tiger on November 1, 2003, pursuant to which an amended plan
was  filed on December 10, 2003.  The U. S. bankruptcy court confirmed this plan
on  December  10, 2003, with the effective date scheduled for on or before March
31,  2004,  unless  extended  by  the  consent  of CAC, AGI, Tiger, the official
committee  of  unsecured  creditors,  the  U.S. Department of Labor, and Nyltiak
Investments,  LLC.  This  date  has  been  extended  to  June  30,  2004.

The  agreement  with  Tiger  resulted  from months of negotiations, contact with
other  potential  investors,  and  legal  proceedings pursuant to the bankruptcy
process.  Since  the  bankruptcy  filing,  Tiger has provided CAC with Debtor in
Possession  financing,  which  has  allowed  CAC  to continue its operations and
provide  service  and  support  to  the  fleet  of  Commander  aircraft  owners,
refurbishment services, parts, and pre-owned aircraft brokerage.  CAC expects to
resume  the  production  of  new  aircraft  following  the  consummation  of the
transaction  with  Tiger.

Pursuant  to  the confirmed bankruptcy plan and agreement with Tiger, Tiger will
invest  approximately  $2.8  million in Aviation General, Incorporated in return
for  an 80% ownership interest in AGI.  Approximately $2 million will be used to
settle  with  creditors  in  accordance  with  CAC's  bankruptcy  plan,  and the
remainder  will  be  used  for  working capital.  Pursuant to the agreement with
Tiger,  AGI  must  secure the approval of the agreement from its shareholders as
well  as their authorization to amend the Company's Certificate of Incorporation
to  increase  the  Company's  authorized common shares from 20,000,000 shares to
100,000,000  shares.   The  Company  currently  has   20,000,000  common  shares
authorized  and  approximately 7,000,000 common shares (excluding Treasury stock
which  will  be  retired) issued and outstanding.  The agreement with Tiger will
necessitate  the issuance of approximately 28,000,000 new shares of common stock
to  Tiger,  resulting in a total of approximately 35,000,000 shares to be issued
and  outstanding.



<PAGE>

CRITICAL  ACCOUNTING  ESTIMATES  AND  ACCOUNTING  POLICIES

We must make estimates of the collectability of accounts receivable.  We analyze
historical  write-offs,  changes  in  our  internal credit policies and customer
concentrations  when  evaluating  the  adequacy  of  our  allowance for doubtful
accounts.  Differences  may  result in the amount and timing of expenses for any
period  if  we  make  different  judgments  or  use  difference  estimates.

Inventories  are  valued  at  the lower of cost or market.  We must periodically
evaluate  the  carrying  value  of  our  inventories to determine whether market
conditions  have  impaired  the  carrying  value  of  our  inventories.

Property  and  equipment  are  evaluated  for  impairment whenever indicators of
impairment  exist.  Accounting standards require that if an impairment indicator
is  present, the Company must assess whether the carrying amount of the asset is
unrecoverable  by estimating the sum of the future cash flows expected to result
form  the  asset,  undiscounted  and  without interest charges.  If the carrying
amount  is  less  than  the  recoverable  amount,  an  impairment charge must be
recognized,  based  on  the  fair  value  of  the asset.  Management assumed the
Company  was  a going concern for purposes of evaluating the possible impairment
of  its property and equipment.  Should the Company not be able to continue as a
going concern, there may be significant impairment in the value of the Company's
property  and  equipment.

We  must  estimate the future liability related to warranty work on new aircraft
sold.

As  part  of  the process of preparing our consolidated financial statements, we
are required to estimate our income taxes.  This process involves estimating our
current  tax  exposure  together  with assessing temporary differences resulting
from  differing  treatment  of  items  for  tax  and accounting purposes.  These
differences  result in deferred tax assets and liabilities.  We must then assess
the  likelihood  that  our  deferred  tax  assets  will be recovered from future
taxable  income,  and,  to the extent we believe that recovery is not likely, we
must  establish  a  valuation  allowance.  To  the  extent  that  we establish a
valuation  allowance  or  increase this allowance in a period, we must include a
tax provision or reduce our tax benefit in the statements of operations.  We use
our  judgment  to  determine our provision or benefit for income taxes, deferred
tax  assets and liabilities and any valuation allowance recorded against our net
deferred  tax  assets.  We  believe,  based  on  a  number  of factors including
historical  operating  losses, that we will not realize the future benefits of a
significant  portion  of  our  net  deferred  tax assets and we have accordingly
provided  a  full valuation allowance against our deferred tax assets.  However,
various  factors  may  cause  those  assumptions  to  change  in  the near term.

We  cannot  predict  what future laws and regulations might be passed that could
have  a  material  effect on our results of operations.  We assess the impact of
significant  changes  in  laws and regulations on a regular basis and update the
assumptions  and estimates used to prepare our financial statements when we deem
it  necessary.

We have determined the significant principles by considering accounting policies
that  involve the most complex or subjective decisions or assessments.  Our most
significant  accounting  policies  are  those related to revenue recognition and
accounting  for  stock-based  compensation.



<PAGE>

RESULTS  FROM  OPERATIONS - COMPARISON OF THREE  MONTHS ENDED MARCH 31, 2004 AND
2003

Revenues  from  the  sale of aircraft for the first quarter of 2004 increased by
$266,800  or  191% from $140,000 to $406,800 during the quarters ended March 31,
2003 and 2004 respectively. In the first quarter of 2004, one pre-owned aircraft
was  sold compared with one pre-owned aircraft sold in the same period for 2003.

Service and parts revenues increased by $39,076 or 23% from $172,361 to $211,437
during the quarters ended March 31, 2003 and 2004 respectively.

Cost  of  aircraft sales increased by $198,251 or 154% from $128,534 to $326,785
during  the  quarters  ended March 31, 2003 and 2004 respectively. This increase
was due primarily to the value of the one aircraft during the first three months
of  2004  compared  to  the value of the one aircraft sold during the comparable
period in 2003. Gross profit margins from the sale of aircraft increased from 8%
in  2003 to 20% in 2004 due to improved market conditions in 2004.

Cost of sales for service and parts increased by $34,642 or 28% from $123,571 to
$158,213  during  the  quarters ended March 31, 2003 and 2004 respectively. This
increase  was  due  primarily  to a 23% increase in associated parts and service
income.

Product  development  and  engineering costs decreased by $896 or 100% to $0 for
the  first  quarter  of 2004, from $896 for the comparable period in 2003.  This
decrease  was  due  to  the  discontinuance  of  production-related  engineering
activities.

Sales,  general  and  administrative  expense  decreased by $5,289 or 1% for the
three-month  period  ended  March  31,  2004,  to $370,937 from $376,226 for the
comparable  period  ended  March  31,  2003.

Interest  expense  decreased  by  $901 or 2% to $38,955 for the first quarter of
2004 from $39,856 for the comparable period in 2003.  This decrease was due to a
reduction  of  bank  lines  of  credit,  offset  in  part  by  increased
debtor-in-possession  financing.


LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  flows  from operations increased by $17,936 or 27% from $65,704 during the
three month period ending March 31, 2003 to $83,640 during the comparable period
in  2004.

Cash  flow  from  operations  were positive for the three months ended March 31,
2004  due primarily to a $367,907 reduction in inventories partially offset by a
$65,039 decrease in refundable deposits  which more than offset the loss for the
quarter  of  ($259,989).

Cash balances increased to $43,229 at March 31, 2004 from a balance of $5,595 at
December  31,  2003.

The  Company  has  entered into debtor in possession financing arrangements that
management  anticipates will provide the Company with sufficient working capital
to  continue  until  the  plan  or  reorganization  is  funded.


<PAGE>

We anticipate that the confirmed plan of reorganization will provide the Company
with  sufficient  working  capital  to  commence  production  activities.


CONTRACTUAL  OBLIGATIONS

The  following table is a summary of the Company's contractual obligations as of
March  31,  2004.

<TABLE>
<CAPTION>
                                        Payment Due  by  Period
                            Total     Less than One   1-3  Years   Thereafter
                                      Year
                         ----------   -------------   ----------   ----------
<S>                      <C>            <C>           <C>          <C>
Long-Term  Debt          $1,300,795     $       -     $1,300,795   $       -
Current Note Payable     $  768,471     $ 768,471     $        -   $       -
Operating  Leases        $  292,950     $ 113,400     $  179,550   $       -
                         ----------     ---------     ----------   ---------

Total                    $2,362,216     $ 881,871     $1,480,345   $       -
                         ==========     =========     ==========   =========
</TABLE>

ITEM  3.     CONTROLS  AND  PROCEDURES

As  required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
filing date of this report, we carried out an evaluation of the effectiveness of
the  design  and  operation  of  our  disclosure  controls and procedures.  This
evaluation  was  carried out under the supervision and with the participation of
our  principal  executive  officer  and  our  principal  financial  officer, who
concluded that our disclosure controls and procedures are effective.  There have
been  no significant changes in our internal controls or in other factors, which
could  significantly  affect internal controls subsequent to the date we carried
out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure  that  information  required to be disclosed in our reports
filed  or  submitted  under  the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our principal executive
officer  and  our  principal  financial officer, as appropriate, to allow timely
decisions  regarding  required  disclosure.


PART  II.  OTHER  INFORMATION

ITEM  5.  OTHER

On  September  24,  2002 the Company's common stock was delisted from the Nasdaq
SmallCap  Market  and  began  trading on the Over-the-Counter Bulletin Board, or
OTCBB  (symbol AVGE.OB) and has been recently trading on the Pink Sheets (symbol
AVGE.PK)  due  to  the Company's noncompliance with the applicable minimum asset
and  equity  requirements  and  the  minimum  bid  price  requirement.

The  Company believes that the exchange on which the Company's shares are traded
does  not  affect  the market value or intrinsic value of the Company's business
nor  the  trading  liquidity  of  its  shares.


<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

10.1     Securities  Purchase  Agreement
10.2     Secured  Convertible  Note
10.3     Investor  Rights  Agreement
10.4     Security  Agreement
10.5     Guarantee*
*Incorporated  by  reference  to  the registrant's report on Form 10-QSB for the
period  ended  September  30,  2002

(b)     Reports  on  Form  8-K

3-11-04  8-K filed  appointing Murrell, Hall, McIntosh & Co., PLLP  as  its  new
         principal  accountant
3-31-04  8-K  filed   announcing  confirmation  of  the  Company's   Chapter  11
         reorganization  plan


The  following  exhibits  are  filed  as a part of this quarterly report on form
10-QSB

31.2     Certification  of  Wirt  D.  Walker  III

31.2     Certification  of  Glenn  A.  Jackson

32       Certification  of  Wirt  D.  Walker  III  and  Glenn  A.  Jackson














<PAGE>

                                    SIGNATURE


  In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
                                  authorized.



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




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



                            By: /s/ Glenn A. Jackson
                                --------------------
                                Glenn A. Jackson
                            (Chief Financial Officer)