U.S. Securities and Exchange Commission, Washington, D.C. 20549

                                 FORM 10-QSB

(Mark One)
         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1998

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from        to

                       Commission file number 2-87778A

                     THE FLIGHT INTERNATIONAL GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

                       Georgia                      58-1476225
            (State or other jurisdiction         (I.R.S. Employer
           of incorporation or organization)    Identification No.)


    Newport News/Williamsburg International Airport, Newport News, VA 23602
                   (Address of principal executive offices)


                                (757) 886-5500
                            Issuer's telephone number
                                      

             (Former name, former address and former fiscal year,
                        if changed since last report)

         Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes
No X .

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes   X     No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: As of December 10, 1998, there
were 1,013,976 shares of the issuer's New Common Stock, par value $.01 per
share, issued and outstanding.

Transitional Small Business Disclosure Format [check one]: Yes     No X

<PAGE>
                                     PART 1
                              FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

         The Flight International Group, Inc. (the "Company") files herewith
unaudited condensed consolidated balance sheets of the Company and its
subsidiaries as of October 31, 1998 (unaudited)and April 30, 1998 (the Company's
most recent fiscal year), unaudited condensed consolidated statements of
operations for the three months ended October 31, 1998 and 1997, and unaudited
condensed consolidated statements of cash flows for the six months ended October
31, 1998 and 1997, together with unaudited condensed notes thereto. In the
opinion of management of the Company, the financial statements reflect all
adjustments, all of which are normal recurring adjustments, necessary to fairly
present the financial condition of the Company for the interim periods
presented. Operating results for any quarter are not necessarily indicative of
results for any future period. The financial statements included in this report
on Form 10-QSB should be read in conjunction with the audited financial
statements of the Company and the notes thereto included in the annual report of
the Company on Form 10-KSB for the year ended April 30, 1998.

                                      2


<PAGE>
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS

<TABLE>
<CAPTION>


                                                                           October 31, 1998                       April 30, 1998
                                                                              (Unaudited)
                                                                        ------------------------             -----------------------

CURRENT ASSETS
<S>                                                                       <C>                                    <C>
  Cash                                                                    $            (115,045)                 $           104,008
  Accounts Receivable, net                                                            4,134,964                            3,989,073
  Inventories                                                                         2,280,932                            2,087,700
  Prepaid expenses and other                                                          1,078,302                              510,785
  Deposits                                                                              678,799                              983,774
                                                                          ---------------------                  -------------------

Total current assets                                                                  8,057,952                            7,675,340

PROPERTY AND EQUIPMENT, NET                                                           4,381,053                            4,096,017

OTHER ASSETS                                                                             37,766                               22,262
                                                                          ---------------------                  -------------------


                                                                          $          12,476,771                  $        11,793,619
                                                                          =====================                  ===================

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       3

<PAGE>
THE FLIGHT INTERNATIONAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                                           October 31, 1998                       April 30, 1998
                                                                              (Unaudited)
                                                                        ------------------------             -----------------------

CURRENT LIABILITIES
<S>                                                                        <C>                                   <C>
  Accounts payable                                                         $            894,466                  $           450,403
  Deferred revenue                                                                    1,518,154                              950,802
  Accrued expenses and other liabilities                                              2,144,798                            2,362,442
  Note payable                                                                        1,110,535                              451,097
  Long-term debt due currently                                                          702,472                              652,238
  Income tax payable                                                                      8,588                               20,000
                                                                           --------------------                  -------------------

Total current liabilities                                                             6,379,013                            4,886,982

DEFERRED REVENUE                                                                         33,306                              727,586
ACCRUED ENGINE RESERVES                                                                 347,611                              744,647
LONG-TERM DEBT, LESS CURRENT MATURITIES                                               3,005,664                            3,030,231
                                                                           --------------------                  -------------------

Total liabilities                                                                     9,765,594                            9,389,446
                                                                           --------------------                  -------------------

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value, 10,000,000 shares
      authorized,  1,013,976 issued and outstanding                                      10,140                               10,140
  Additional paid in capital                                                          1,007,617                            1,007,617
  Treasury stock
  Retained Earnings                                                                   1,693,420                            1,386,416
                                                                           --------------------                  -------------------

Total stockholders' equity                                                            2,711,177                            2,404,173


                                                                           $         12,476,771                  $        11,793,619
                                                                           ====================                  ===================

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       4
<PAGE>
THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                     For the Three Months Ended                     For the Six Months Ended
                                             October 31, 1998         October 31, 1997       October 31, 1998       October 31, 1997
                                             -----------------------------------------       ---------------------------------------
<S>                                          <C>                      <C>                    <C>                    <C>
REVENUES                                     $       6,292,331        $      5,501,299       $      12,474,830      $    11,680,151

OPERATING COSTS AND EXPENSES
  Costs of services                                  5,312,010               4,593,121              10,617,397            9,504,722
  Gain on disposal of assets                           (18,167)                (18,167)                (36,334)             (36,334)
  Depreciation and amortization                        149,271                 138,541                 291,098              278,422
  General, corporate and administrative                515,293                 556,287               1,137,642            1,090,695
                                             -----------------------------------------       --------------------------------------

Total operating costs and expenses                   5,958,407               5,269,782              12,009,803           10,837,505

INCOME (LOSS) BEFORE OTHER                             333,924                 231,517                 465,027              842,646
    EXPENSES

OTHER EXPENSES
  Interest expense                                      76,792                  81,208                 158,023              176,315
                                             -----------------------------------------       --------------------------------------

Total other expenses                                    76,792                  81,208                 158,023              176,315

INCOME BEFORE TAXES                                    257,132                 150,309                 307,004              666,331

Income tax expense                                           0                   3,148                       0               14,925
                                             -----------------------------------------       --------------------------------------


NET INCOME (LOSS)                            $         257,132        $        147,161       $         307,004      $       651,406
                                             =========================================       ======================================


NET INCOME (LOSS) PER COMMON
    SHARE - BASIC                            $            0.25        $           0.15       $            0.30      $          0.64
                                             =========================================       ======================================

WEIGHTED AVERAGE NUMBER OF SHARES                    1,013,976               1,013,976               1,013,976            1,013,976
                                             =========================================       ======================================


</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       5
<PAGE>
THE FLIGHT INTERNATIONAL GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                                                            For the Six Months Ended
                                                                                 October 31, 1998                October 31, 1997
                                                                                 ------------------------------------------------
<S>                                                                               <C>                           <C>
OPERATING ACTIVITIES
  Net income                                                                      $      307,004                $      651,406
  Adjustments to reconcile net income
   to net cash provided (absorbed) by operating
   activities
    Depreciation and amortization                                                        291,098                       278,422
    Engine reserve                                                                      (397,036)                      206,326
    Gain on sale of assets                                                               (36,334)                            0
    Net cash provided (absorbed) by
      Accounts receivable                                                               (145,891)                   (1,371,109)
      Inventories                                                                       (193,232)                      (98,114)
      Prepaid expenses and other assets                                                 (262,542)                     (380,266)
      Accounts payable                                                                   444,063                       325,507
      Accrued expenses and other liabilities                                            (181,310)                      (38,076)
      Deferred revenue                                                                  (126,928)                       27,557
       Income taxes payable                                                              (11,412)                            0
                                                                                  --------------------------------------------

Net cash provided by operating activities                                               (312,520)                     (398,347)

INVESTING ACTIVITIES
  Purchase of property and equipment                                                    (576,134)                     (163,345)
  Net (increase) decrease in other assets                                                (15,504)                        1,030
                                                                                  --------------------------------------------

Net cash absorbed by investing activities                                               (591,638)                     (162,315)

FINANCING ACTIVITIES
  Proceeds from credit line, net                                                         659,438                       847,890
  Repayment of long-term debt                                                             25,667                      (335,356)
                                                                                  --------------------------------------------

Net cash absorbed by financing activities                                                685,105                       512,534

NET (DECREASE) INCREASE IN CASH AND                                                     (219,053)                      (48,128)
  CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           104,008                       231,111

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $     (115,045)               $      182,983
                                                                                  ============================================


</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       6
<PAGE>

                      THE FLIGHT INTERNATIONAL GROUP, INC.
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Flight International Group, Inc. (the "Company") is an aviation
services company that performs military training services using specially
modified commercial aircraft, principally under contracts with the United States
Department of Defense, other government agencies and foreign countries. In
addition, the Company has established a market for training and testing in the
aerospace industry. The Company also operates a fixed base operation ("FBO") and
licensed repair station at the Newport News/Williamsburg International Airport.

         The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.

         Net income/loss per common share is computed by dividing the
income/loss by the weighted average number of shares of common stock outstanding
during the year.

2.       NOTES PAYABLE

         During the year ended April 30, 1998, the Company entered into a
$2,000,000 asset based borrowing agreement with a bank in Newport News,
Virginia. Under the terms of the Agreement, the Company may obtain advances up
to 85% of amounts billed by the Company on government contracts. The Company
must pay interest at prime plus .50% on outstanding advances. Under the
Agreement, the Company must maintain certain net worth ratios. The Company was
in compliance with these ratios at October 31, 1998. As of October 31, 1998,
$1,110,535 was outstanding.

3.       INCOME TAXES

         No provision for federal income taxes has been made by the Company, as
it has substantial Net Operating Loss carry forwards 

                                       7
<PAGE>

available to offset against current income.


                                       8

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

BACKGROUND AND GENERAL INFORMATION

         The Flight International Group, Inc. (the "Company") was incorporated
in Georgia on May 7, 1982. The Company is an aviation services company that
performs military training services using specially modified commercial
aircraft, principally under contract with the United States Department of
Defense, other government agencies and foreign countries, operating through its
direct and indirect subsidiaries described in the next paragraph. In addition,
with the use of these aircraft, the Company has established a market for
training and testing in the aerospace industry. The Company also operates a
fixed base operation ("FBO") at the Newport News/Williamsburg International
Airport ("NN/W Airport").

         Flight International, Inc., a Georgia corporation ("FII"), Flight
International Aviation, Inc., a Georgia corporation ("FIA"), and Flight
International Sales and Leasing, Inc., a Delaware corporation, are wholly-owned
subsidiaries of the Company. Flight International of Florida, Inc., a Florida
corporation ("FIF") is a wholly-owned subsidiary of FII.

         In its last three fiscal years, the Company has increased its revenue,
obtained, in August 1996, a major long-term contract (see "CAS-MOS Contract"
below) and has generated positive net income (after extraordinary item in 1996)
for the years ended April 30, 1998, 1997 and 1996.

         Management believes that, in this three year period, it has
strengthened its balance sheet, developed contracts in its core areas and, as a
result, acquired more personnel and equipment, and enhanced the Company's
ability to compete more effectively in its marketplaces.

CAS-MOS CONTRACT

         In August 1996, the Company was awarded a major contract.  The
Commercial Air Services-Military Operations Support (CAS-MOS)

                                  9

<PAGE>
Contract is a derivative of the original government contract won by the Company
in 1980 and operated until September 1993. The new contract began on October 1,
1996 and has completed its base year and first option year, with three
additional years remaining. Annual revenues from this contract have been $13.9
million and $7.3 million for the fiscal year ended April 30, 1998 and the seven
months ended April 30, 1997, respectively. This contract currently constitutes a
substantial portion of the Company's revenues. The Government recently exercised
the second option year on the CAS-MOS contract.

RESULTS OF OPERATIONS

         Revenues

         Total revenues for the three months ended October 31, 1998 and 1997
were $6,292,331 and $5,501,299, respectively. The 14% increase in revenue is
primarily due to an increase in flight operations from the CAS-MOS contract.
Maintenance and FBO revenues also increased by 27% and 8%, respectively.

         Revenue increased 7% for the six months ended October 31, 1998, due
principally to the CAS-MOS contract and increased Yuma activity. Maintenance
operations, which accounted for 8% of total Company revenues, are down 4% from
the prior year. FBO revenue, which accounted for 9% of total revenue, increased
by 12% for the six month period.

         Cost of Services

         Cost of services for the three months ended October 31, 1998 and 1997
were $5,312,010 and $4,593,121, respectively. For the six months ended October
31, 1998 and 1997, the cost of services was $10,617,397 and $9,504,722,
respectively. The 16% increase for the three months and the 12% increase for the
six months are principally due to the increased revenue as mentioned above.

         General Corporate and Administrative

         General corporate and administrative expenses for the three months
ended October 31, 1998 and 1997 were $515,293 and $556,287, respectively. For
the six months ended October 31, 1998 and 1997, general corporate and
administrative expenses were $1,137,642 and

                                     10

<PAGE>
$1,090,695, respectively. The 7% decrease in the three month period is due to a
reduction in facilities costs and marketing expenses. The 4% increase in the six
month period is due to increased personnel costs needed to handle the increased
revenues.

                Interest

         Interest expense for the three months ended October 31, 1998 and 1997
was $76,792 and $81,208, respectively. For the six months ended October 31, 1998
and 1997, interest expense was $158,023 and $176,315, respectively. The 5% and
10% decreases in interest expense for the three month and six month periods
ended October 31, 1998 over the comparable prior year periods is principally due
to the scheduled pay off of long term debt.

Net Income

         As a result of the foregoing, the Company's income for the three months
ended October 31, 1998 was $257,132, or $.25 per share of the Company's common
stock, compared with net income of $147,161, or $.15 per share for the three
months ended October 31, 1997. For the six months ended October 1998, the
Company's net income was $307,004 or $.30 per share, compared to $651,406 or
$.64 per share for the six months ended October 31, 1997. The weighted average
number of shares used in computing per share earnings for all periods was
1,013,976.

         Liquidity and Capital Resources

         The Company has funded its operations primarily through cash flow from
operations, bank indebtedness and a sale-leaseback of certain aircraft effected
in April 1996. The Company's operating activities used cash of $312,520 for the
six months ended October 31, 1998, while using $398,347 in the comparable prior
year period.

         On February 25, 1998, the Company entered into a line of credit with
Crestar Bank ("Crestar") for all short term financing needs. The new Agreement,
which replaces the Agreement with Metro Factors, Inc., which has now been
terminated, provides for up to $2,000,000 in credit. The loan is represented by
a demand note which may be payable at any time upon the demand of Crestar. The
Company will be obligated to pay Crestar interest at prime rate plus one-half
percent of the average balance outstanding. The line

                                   11

<PAGE>
is secured by the Company's accounts receivable and an assignment
of the CAS-MOS Contract.

         The Company operates in a capital intensive industry. Typically, major
expenses are incurred in connection with the initiation of a new contract. These
costs can be reduced through leasing arrangements and advance payments from
customers, if these are obtainable. The Company believes that it will be able to
arrange through available means the financing of these initial contract costs
when necessary, although no assurance can be given.



                                 12

<PAGE>
                           PART II - OTHER INFORMATION

Item 1.         Legal Proceedings. To the best knowledge of the officers
                and directors, neither the Company nor any of its
                officers and directors are party to any legal proceeding
                or litigation.  The officers and directors know of no
                such litigation being threatened or contemplated.

Item 2.         Changes in Securities.  None

Item 3.         Defaults Upon Senior Securities.  None

Item 4.         Submission of Matters to a Vote of Security Holders.

                (a)        The Annual Shareholders Meeting of the Company was
                held on October 7, 1998.

                (b)        The following directors were elected or their term
                of office as a director continued:

                           John R.Bone, Vice Admiral Richard M. Dunleavy,
                           C. Lofton Fouts, Wayne M. Richmon and
                           David E. Sandlin

                (c)        The following is a brief description of matters
                voted upon by shareholders at the Annual Meeting and the
                results of the vote:

                           (i) Ratification of BDO Seidman as the Company's
                Independent Auditors for the Fiscal Year Ended April 30, 1999:
                Approved by majority vote of those shareholders present at the
                meeting in person or by proxy.

                           (ii)     Election of Directors: Approved by a 
                majority vote of those shareholders present at the meeting in
                person or by proxy.

                           (iii)Approval of 1998 Stock Option Plan: Approved by
                a majority vote of those shareholders present at the meeting in
                person or by proxy.


                                      13

<PAGE>
Item 5.         Other Information.  None

Item 6.         (a) Exhibits

                Exhibit Number and Description

                27.1 Financial Data Schedule

                (b) Reports on Form 8-K.  None


                                 14

<PAGE>

                                   SIGNATURES

         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.

Dated: December 11, 1998              THE FLIGHT INTERNATIONAL GROUP, INC.

                                      By:\s\  David E. Sandlin
                                              David E. Sandlin
                                              Principal Executive Officer

                                      By:\s\  Wayne M. Richmon
                                              Wayne M. Richmon
                                              Principal Financial Officer


                                  15