SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                 FORM 10-Q/A


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

                For the quarterly period ended March 31, 1998

                                      OR

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


                       Commission File Number: 0-21540

                           COMMANDER AIRCRAFT COMPANY
            (Exact name of registrant as specified in its charter)

               Virginia                                 62-1363505
         (State of Incorporation)            I.R.S. Employer Identification No.


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

                                     (405) 495-8080
                             (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 7,280,548 Shares of Common Stock Outstanding as of April 20, 1998.




<PAGE>



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
                                 Commander Aircraft Company
                                       Balance Sheet
<TABLE>
<CAPTION>

                                                                                 (Unaudited)
                                                                                  March 31,      December 31,
                                                                                    1998             1997
                                                                                -------------   --------------
<S>                                                                             <C>             <C>
ASSETS
   Current Assets:
     Cash and cash equivalents...............................................   $     542,995    $   1,022,024
     Certificates of deposits................................................       2,229,053        1,224,845
     Accounts receivable.....................................................          16,180          342,917
     Notes receivable from related party.....................................       1,007,361          996,971
     Notes receivable........................................................          39,916           55,269
     Inventories.............................................................       5,321,295        5,610,129
     Prepaid expenses and other assets.......................................         222,180          203,815
                                                                                -------------    -------------
     Total current assets....................................................       9,378,980        9,455,970

Property and equipment:
   Office equipment and furniture............................................         338,052          296,729
   Vehicles and aircraft.....................................................          84,021           84,021
   Manufacturing equipment...................................................         355,623          354,837
   Tooling...................................................................         520,618          518,648
   Leasehold improvements....................................................         254,257          237,161
                                                                                -------------    -------------

                                                                                    1,552,571        1,491,396
   Less: Accumulated depreciation ...........................................        (803,623)        (777,940)
                                                                                -------------    -------------
       Net property and equipment............................................         748,948          713,456

Other assets:
   Notes receivable from related party, less current maturities                                        500,000             500,000
   Notes receivable - less current maturities................................         258,924          270,105
                                                                                -------------    -------------
       Total other assets....................................................         758,924          770,105
                                                                                -------------    -------------
                                                                                $  10,886,852    $  10,939,531
                                                                                =============    =============

LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities:
   Accounts payable..........................................................   $     346,741    $     270,254
   Accrued expenses..........................................................         483,848          312,945
   Refundable deposits.......................................................         116,608           75,180
   Current portion of long-term debt.........................................           2,000          102,000
                                                                                -------------    -------------
      Total current liabilities..............................................         949,197          760,379
                                                                                -------------    -------------

Long-term debt...............................................................              --               --

Shareholders' investment (deficit):
Preferred stock, $100 par value, 20,000
   shares authorized; no shares outstanding..................................              --               --
Common stock, $.50 par value, 10,000,000
   shares authorized; 7,280,548 shares
   issued and outstanding at March 31, 1998
   and December 31, 1997.....................................................       3,640,274        3,640,274
Additional paid-in capital...................................................      37,178,230       37,178,230
Retained earnings (deficit)..................................................     (30,880,849)     (30,639,352)
                                                                                -------------    -------------
      Total shareholders' investment.........................................       9,937,655       10,179,152
                                                                                -------------    -------------
                                                                                $  10,886,852    $  10,939,531
                                                                                =============    =============
</TABLE>




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


                                                         1

<PAGE>



                              Commander Aircraft Company
                                Statement of Operations
                                      (Unaudited)

<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                    1998              1997
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
Net sales - aircraft.........................................................   $   2,638,683    $     754,000
Net sales - service..........................................................         284,546          320,409
                                                                                -------------    -------------
         Total net sales.....................................................       2,923,229        1,074,409

Cost of sales - aircraft.....................................................       2,353,714          999,618
Cost of sales - service......................................................         241,844          267,936
                                                                                -------------    -------------
         Total cost of sales.................................................       2,595,558        1,267,554

Gross margin (deficit).......................................................         327,671         (193,145)

Other operating expenses:
     Product development and engineering costs...............................          78,152           82,318
     Selling, general and administrative expenses............................         639,011          548,239
                                                                                -------------    -------------
         Total other operating expenses......................................         717,163          630,557
                                                                                -------------    -------------

Operating income (loss)......................................................        (389,492)        (823,702)
                                                                                -------------    -------------

Other income (expenses):
     Other income............................................................         152,865           90,500
     Interest expense........................................................          (2,761)         (56,750)
     Other expense...........................................................          (2,108)              --
                                                                                -------------    -------------
         Total other income (expenses):......................................         147,996           33,750
                                                                                -------------    -------------

Net loss.....................................................................   $    (241,496)   $    (789,952)
                                                                                =============    =============

Net loss per share:
     Weighted average common shares outstanding..............................       7,280,548        6,851,659
                                                                                -------------    -------------
     Loss per share..........................................................   $       (0.03)   $       (0.12)
                                                                                =============    =============

</TABLE>

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


                                                         2

<PAGE>



                           Commander Aircraft Company
                             Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                    1998              1997
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss.................................................................   $    (241,496)   $    (789,952)
    Adjustments to reconcile net loss to
       net cash used in operating activities:
       Depreciation and amortization.........................................          25,683           26,230
       Loss on disposal of property and equipment............................              --            5,958
       Changes in operating assets and liabilities, excluding cash:
          Accounts receivable................................................         326,737         (374,991)
          Notes receivable - related parties.................................         (10,390)         250,658
          Notes receivable...................................................          26,533           19,487
          Inventories........................................................         288,834          (76,040)
          Prepaid expense and other assets...................................         (18,365)          (5,111)
          Accounts payable...................................................          76,487          176,094
          Accrued expenses...................................................         170,903          217,854
          Refundable deposits................................................          41,428           32,020
                                                                                -------------    -------------
              Net cash used in operating activities..........................         686,354         (517,793)
                                                                                -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Change in short-term investments.........................................      (1,004,208)              --
    Capital expenditures.....................................................         (61,175)            (392)
    Proceeds from sale of property and equipment.............................              --          317,700
                                                                                -------------    -------------
              Net cash used in investing activities..........................      (1,065,383)         317,308
                                                                                -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from short-term borrowings from related parties                               --          100,000
    Proceeds from borrowings on bank line....................................              --           67,950
       Payments on borrowings on bank line...................................        (100,000)              --
                                                                                -------------    -------------
              Net cash provided by financing activities                              (100,000)         167,950
                                                                                -------------    -------------

Net increase (decrease) in cash..............................................        (479,029)         (32,535)
Cash and cash equivalents at beginning of period                                    1,022,024          197,303
                                                                                -------------    -------------
Cash and cash equivalents at end of period...................................   $     542,995    $     164,768
                                                                                =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
    Cash paid during the period for:
       Interest..............................................................   $       3,682    $      20,274
       Income taxes..........................................................              --               --
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
    AND FINANCING ACTIVITIES:
1997:
    Exchange of $2,000,000 in debentures by related party for 200,000  shares of
    common stock. Repayment of accrued interest of $87,369 was waived.

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

                                                         3

<PAGE>



                          NOTES TO 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 Commander
Aircraft  Company as of March 31, 1998 and December 31, 1997, and the results of
operations  for the three month  period  ended March 31, 1998 and 1997,  and the
cash flows for the three  month  period  ended March 31, 1998 and 1997 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 1997 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.

3. Through January 8, 1997, an affiliate of the Company's majority  shareholder,
provided  $100,000  of  unsecured  debt in the  form of a 10%  demand  note.  On
February 1, 1997,  the Company  accepted the offer of its majority  shareholder,
and affiliates of the  shareholder,  to exchange  $2,000,000 of demand notes due
June 30, 1997 for 200,000  shares of newly issued common  stock.  The payment of
accrued  interest of $70,382  due for the fourth  quarter of 1996 for all demand
notes, and $16,986 accrued on the notes exchanged February 1, 1997 was waived at
the time of the exchange for common stock.  The maturity  dates of the remaining
balance of notes  totaling  $900,000 was  extended to December  31,  1997,  with
interest due and payable June 30, 1997 and December 31, 1997.

4. On October 15, 1997,  the Board of Directors  of the Company  authorized  the
issuance and sale of 360,000 shares of Common Stock to KuwAm Corporation and its
partners, the Company's majority shareholder,  at a purchase price of $10.00 per
share. The investment allowed the Company to redeem $900,000 in 10% demand notes
and accrued interest. The Company's bank lines were also reduced to the minimum,
leaving  the  Company  virtually  debt  free  with  approximately  $2.1  million
available for expansion of the aviation services division.

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

<TABLE>
<CAPTION>
                                                                   March 31, 1998        December 31, 1997
<S>                                                             <C>                   <C>
              Raw materials...................................  $        2,589,630    $          2,901,798
              Work in process.................................             681,065                 819,442
              Demonstration aircraft..........................             936,217               1,132,713
              Used aircraft...................................           1,114,383                 756,176
                                                                ------------------    --------------------
                 Total inventories............................  $        5,321,295    $          5,610,129
</TABLE>



                                                         4

<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.  Management  believes there is no litigation  outstanding which would
have a material  adverse  effect on the financial  position or operations of the
Company.

              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  aircraft
manufacturers.  This  legislation  prohibits  product  liability  suits  against
manufacturers  when the aircraft  involved in an accident is more than  eighteen
years old. This action  effectively  eliminated all potential  liability for the
Company with respect to aircraft  produced in the 1970s as of December 31, 1997.
The Company's  product  liability  insurance policy with coverage of $10 million
per  occurrence  and $10 million  annually in the aggregate with a deductible of
$200,000 per  occurrence  and annually in the  aggregate  expired March 1, 1995.
Subsequent  to March 1, 1995,  the Company is not insured for product  liability
claims.

7. The Company  has  experienced  recurring  losses and net cash  outflows  from
operations since its inception.  Since  inception,  the Company has financed its
cash needs with debt, private investor capital,  proceeds from an initial public
offering, and proceeds from subsequent stock issuances. During 1997, the Company
implemented  plans to improve its  liquidity  and  capital  and its  operational
performance.

              Management  believes  the  reduction  in net loss and the net cash
used in operating  activities is attributable  to the plans  implemented in late
1996 and 1997 to provide new  operating  revenues for the  Company.  The Company
created the  Aviation  Services  Division  ("ASD") to sell  pre-owned  aircraft,
provide commissions from aircraft brokerage services,  and market  refurbishment
capabilities.  During  1997,  the  Company  expanded  its  efforts  to  purchase
pre-owned aircraft,  accept aircraft on trade for new units, and, in most cases,
refurbish and resell the aircraft at a reasonable profit.  Revenue from sales of
pre-owned  aircraft increased by 38% in 1997 and revenues from refurbishment and
service increased over 12%. Management expects this trend to continue in 1998 as
the sales of new and  pre-owned  aircraft for the first quarter  increased  350%
from the first quarter of 1997. The Company will pursue additional opportunities
to take  advantage  of its  factory  facilities  to offer  upgrades  to existing
aircraft owners for new paint, interior, and equipment.

              The Company introduced a new de-icing option for which it received
certification in May 1998 from the FAA, allowing aircraft so equipped 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. A number of
other improvements and new options are available on 1998 models.

              In addition to the above actions to increase revenue,  the Company
has made  efforts  to  reduce  costs and cash  requirements  by  optimizing  its
production   schedule  using   just-in-time   scheduling,   thereby   decreasing
inventories  to  their  lowest  levels  since  production   commenced  in  1991.
Management  has reduced the costs incurred to advertise new aircraft by focusing
the advertising efforts at a specific customer profile. Further reducing selling
expenses, the Company completed a consolidation of sales

                                                         5

<PAGE>



territories which  significantly  lowered the fixed costs of sales and marketing
without reducing the number of direct contacts with qualified customers.

              The  Company's  liquidity  was  improved  with the sale of 360,000
shares  of  common  stock  to  its  majority   shareholder  and  affiliates  for
$3,600,000. The Company used approximately $1,500,000 of the $3,600,000 proceeds
to repay 10% demand  notes and other debt.  The balance of the proceeds is still
on hand to be used to  continue  expansion  of the ASD and for other  investment
opportunities.  The Company also believes the note receivable from related party
which  was  reduced  by  approximately  $1,100,000  in 1997  will  also  provide
significant  cash sources during 1998.  Because of the increase in liquidity and
other improvements to operations,  management believes that the Company will not
require  additional  borrowings  during 1998 to fund  operations.  Although  the
majority  shareholder,  who has invested  over $26 million in the Company,  will
probably continue to fund cash needs of the Company if required, there can be no
assurance that this funding will continue.

              The Company's ability to continue as a going concern is contingent
upon  its  ability  to  maintain   adequate   financing  and  attain  profitable
operations.  The financial statements do not include any adjustments relating to
the  recoverability  or  classification  of  asset  amounts  or the  amount  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.  Although management believes that it has
made significant  progress in 1997 and the first quarter of 1998 by widening its
product line to include the ASD,  improving its products,  decreasing  sales and
marketing  expenses,  and reducing debt and related  interest  expense and it is
reasonable to expect the Company to improve revenues,  reduce costs, and improve
operating  results and cash flow in 1998,  there can be no assurance  that these
results can be achieved.




                                                         6

<PAGE>



Item 2.  Management's Discussion and Analysis of Results of Operations and 
         Financial Condition

General

         The Company  reported sales for the first quarter of 1998 of $2,923,229
and a net loss of $241,496, or $.03 per share, compared to sales for the quarter
ended  March 31,  1997 of  $1,074,409  and a net loss of  $789,952,  or $.12 per
share.

         First  quarter  1998  results from  operations  improved  279% from the
previous  year and the net loss was the smallest in the Company's  history.  The
Company is expecting further improvement in revenues and operating margins,  and
has  initiated an increase in the  production of new aircraft for the balance of
the year.  The increase in revenues was due largely to an industry  wide renewed
interest  in  general  aviation  products,  and to  increased  awareness  of the
Commander product line in the market.

         The Company  delivered  five new,  three  pre-owned  and two  consigned
aircraft during the first quarter of 1998. The aircraft backlog at the beginning
of the second quarter of 1998 stood at over $3 million.

         Cash and short term  investments  totaled  nearly $2.8 million at March
31, 1998,  while borrowings were reduced to near zero. The Company is continuing
to identify  opportunities  to expand its growing  aviation  services  division,
which conducts aviation  consulting,  brokerage and  refurbishment  services for
general aviation aircraft.

Results from Operations

         Revenues  from the  sale of  aircraft  for the  first  quarter  of 1998
totaled  $2,638,683  compared to $754,000 for the comparable period of 1997. The
increase in the first quarter of 1998 was the result of delivering a total of 10
new, used or consigned aircraft,  compared to only 5 total aircraft delivered in
the comparable quarter of 1997.

         Service  revenues  of  $284,546  for the  quarter  ended March 31, 1998
decreased  11% from the  comparable  quarter  in 1997.  Revenues  for the  first
quarter of 1997 were  exceptionally  high due to the completion of several large
refurbishment jobs in the Service Center.

         Due to an increase in sales, cost of aircraft sales for the three month
period ended March 31, 1998 increased to $2,353,714 compared to $999,618 for the
three month period ended March 31, 1997. With the higher sales volume the margin
on aircraft  sales  improved by over $500,000 for the first quarter of 1998 from
the first quarter of 1997.

         Cost of sales for  service  and parts for the  quarter  ended March 31,
1998  decreased to $241,844  from $267,936 for the quarter ended March 31, 1997.
The decrease was due  primarily  to the  reduction in revenues  from service and
parts as explained above.

         Product  development and engineering costs decreased to $78,152 for the
first quarter of 1998,  down 5% from $82,318 for the comparable  period in 1997.
Most of the cost reduction was due to the completion of the de-icing project and
less spending for outside technical assistance.


                                                         7

<PAGE>



         Sales and marketing expense increased for the three-month  period ended
March 31, 1998, to $435,259 from $309,079 for the comparable  period ended March
31, 1997.  Advertising expenses increased to $136,953 from $85,216.  Most of the
increase in sales and  marketing  costs  resulted  from the increase in aircraft
sales generating higher sales commissions and bonuses.

         General and  administrative  expenses  decreased  approximately  15% to
$203,752 for the first quarter of 1998 from $239,160 for the  comparable  period
in 1997.  The reduction was due to a decrease in legal fees in 1998 as virtually
no litigation costs were incurred.  All other administrative costs for the first
quarter of 1998 increased slightly from the first quarter of 1997.

         Other income increased to $152,865 for the quarter ended March 31, 1998
from  $90,500 for the quarter  ended March 31,  1997.  The increase was due to a
refund of prior years' property taxes, totaling approximately $78,000.  Interest
income from notes  receivable - related parties was lower due to reductions made
in the  outstanding  balance  over the past  year.  However,  this  decrease  in
interest income in the first quarter of 1998 from notes receivable was offset by
the interest earned on short-term cash  investments.  Interest expense decreased
to $2,761 in the first quarter of 1998 from $56,750 for the comparable period in
1997.  The  decrease  was a  result  of  the  Company  maintaining  very  little
outstanding debt during the first quarter of 1998.

Liquidity and Capital Resources

         Cash balances  decreased to $542,995 at March 31, 1998 from  $1,022,024
at December 31, 1997 due to increasing the short-term investment in certificates
of deposit by over $1 million to $2,229,053 at March 31, 1998. The  certificates
of  deposit  mature  in April  1998 and are  expected  to be  renewed  in 30 day
increments.  Management plans to eventually  invest these funds in the expansion
of the  Aviation  Services  Division.  Accounts  receivable  balances  decreased
$326,737  during the first  quarter of 1998 due to the payment in January for an
aircraft  sold and  delivered  in the  prior  quarter.  Total  notes  receivable
decreased slightly to $1,805,901 at March 31, 1998 from $1,822,345 from December
31, 1997 due to regular  monthly  payments  received from debtors and payment in
full of one note. The balance due from related parties  increased  slightly from
$1,496,971 at December 31, 1997 to $1,507,361 at March 31, 1998.

         Inventories  decreased to $5,321,295 at March 31, 1998 from  $5,610,129
at December  31,  1997.  Raw  materials,  parts,  and work in process  decreased
approximately  $450,000 while  completed  aircraft  inventories  increased about
$162,000.  Prepaid  expenses and other current  assets  increased to $222,180 at
March 31, 1998 compared to $203,815 at December 31, 1996, reflecting prepayments
for parts and material.

         Total fixed assets  increased by $61,175 during the first quarter 1998.
The increase was primarily due to the upgrade of the Company's computer hardware
and software  systems,  which will be year 2000  compliant by June 30, 1998.  In
addition to the $61,175  increase in fixed assets for the first quarter of 1998,
the Company does not plan to spend significant funds for new property, plant and
equipment.  Most expenditures will be for repair or replacement on a "as needed"
basis,  and, at this time, is not expected to exceed  $50,000 for the balance of
the fiscal year.

         Accounts payable  increased to $346,741 at March 31, 1998 from $270,254
at December 31, 1997.  The increase was due  primarily to purchases of new parts
and equipment,  which are scheduled for payment in April 1998.  Accrued expenses
increased to $483,848 at March 31, 1998 from $312,945

                                                         8

<PAGE>



at December  31,  1997.  The  increase in accrued  expenses is  attributable  to
amounts owed for the acquisition of pre-owned  aircraft and increases in accrued
warranty, payroll taxes and miscellaneous expenses.

         Refundable  deposits  increased  $41,128 to  $116,608 at March 31, 1998
reflecting the increase in backlog for new and pre-owned  aircraft.  Bank lines,
providing the Company with borrowing  capacity to $600,000,  were reduced to the
minimum   $2,000  at  March  31,  1998  from  $102,000  at  December  31,  1997,
representing the Company's only borrowings.

         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.  The lease between  Commander  Aircraft  Company and the
Oklahoma City Airport Trust expires in October 1998.  Although  management fully
expects the lease to be  extended  for another  five years at  favorable  terms,
there is no assurance that the lease will be negotiated.

         The Company has had losses and net cash outflows  since its  inception,
and its independent  public accountants have indicated that there is doubt about
its ability to  continue as a going  concern.  In 1997,  management  implemented
plans to improve the company's operational performance and liquidity and capital
resources.  The principal elements of these plans are (i) to expand its Aviation
Services Division, which purchases,  refurbishes,  and sells pre-owned aircraft;
(ii) offer additional options on its new aircraft;  (iii) reduce inventory costs
through just-in-time  production scheduling;  and (iv) reduce marketing expenses
through  more  focused  advertising  and  implementation  of  a  more  efficient
marketing  organization.  In addition,  in October 1997, the Company's  majority
shareholder and affiliates purchased 360,000 newly issued shares of common stock
for  $3,600,000.  The Company used  approximately  $1,500,000 of the proceeds to
repay  debt,  leaving it  virtually  debt free by the end of 1997.  At March 31,
1998,  the  balance was  available  for working  capital  requirements,  for the
expansion of the Aviation Services Division and other investment opportunities.

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

      (a)    Exhibits - None

      (b)    Reports on Form 8-K - None




                                                         9

<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.


COMMANDER AIRCRAFT COMPANY



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

Date:  June 8, 1998



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