UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

            Form 10-KSB/A-2

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

     For the fiscal year ended December 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: 333-28249

PRIME AIR, INC.
(Exact name of Registrant as specified in charter)

     NEVADA                         Applied For
State or other jurisdiction of               I.R.S. Employer I.D. No.
incorporation or organization

8598 112 STREET, FT. SASKATCHEWAN, ALBERTA, CANADA      T8L 3V8
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:  (780) 998-3400

     The following item from the Company's annual report on Form 10-KSB for 
the year ended December 31, 1998, are hereby amended as follows:

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Common Stock of the Company was quoted on the OTC Electronic Bulletin 
Board through approximately July 23, 1996, and from March 27, 1997 until 
present.  The table below sets forth for the periods indicated the high and 
low bid quotations as reported by the OTC Bulletin Board.  These quotations 
reflect inter-dealer prices, without retail mark-up, mark-down, or commission 
and may not necessarily represent actual transactions.  Effective May 15, 
1998, the outstanding shares of common stock of the Company were forward split 
on a two shares for each one share basis. The following table reflects the 
post-split prices:

                      Quarter           High       Low
                      Quarter           High       Low

FISCAL YEAR ENDED     First           $0.125     $0.125
DECEMBER 31, 1997     Second          $0.5625    $0.125
                      Third           $0.406     $0.125
                      Fourth          $0.3438    $0.1406

FISCAL YEAR ENDED     First           $0.3438    $0.1612
DECEMBER 31, 1998     Second          $0.28125   $0.1875
                      Third           $0.28125   $0.07
                      Fourth          $0.26      $0.12

FISCAL YEAR ENDING
DECEMBER 31, 1999     First           $0.37      $0.25


     None of the shares of common stock is subject to outstanding options or 
warrants to purchase, or securities convertible into the common stock of the 
Company. As of March 31, 1999, the Company had 5,073,025 shares of its Common 
Stock, or approximately 25.8% of the total outstanding shares, which were 
control shares as defined in Rule 144 promulgated by the U.S. Securities and 
Exchange Commission pursuant to the Securities Act of 1933, as amended. None 
of the shares is being, nor have any shares proposed to be, publicly offered 
by the Company.

     As of March 31, 1999, there were approximately 320 holders of record of 
the Common Stock as reported to the Company by its transfer agent.

     No cash dividends have been declared or paid as yet on the Common Stock 
and the Board of Directors has not established a dividend policy.

     During the quarter ended December 31, 1998, the Company sold the 
following shares of common stock of the Company without registration under the 
Securities Act of 1933:

     a. On November 18, 1998, the Company issued 20,000 shares of its common 
stock to McNeal & Associates for consulting services rendered to the Company 
by Mr. Wayne McNeal.

     b. Also on November 18, 1998, the Company issued 150,000 shares of its 
common stock to Richard Shrieves for consulting services rendered to the 
Company by Mr. Schrieves.

     c. Also on November 18, 1998, the Company issued 40,000 shares of common 
stock to James Parkes for consulting services rendered to the Company by Mr. 
Parkes.

     All of the aforesaid securities set forth immediately above were issued 
without registration under the Act by reason of the exemption from 
registration afforded by the provisions of Section 4(2) thereof, as 
transactions by an issuer not involving any public offering, each recipient of 
securities having delivered appropriate investment representations to 
Registrant with respect thereto and having consented to the imposition of 
restrictive legends upon the certificates evidencing such securities.  No 
underwriting discounts or commissions were paid in connection with such 
issuances.


SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this amended report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                   PRIME AIR, INC.

Date: May _____, 1999               By Blaine Haug, President



Date: May _____, 1999               By Gregory Duffy, Director and Chief
                                       Financial Officer