UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549

                                     FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
                                
                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                       BALTIA AIR LINES, INC. (Baltia)
           (Exact name of registrant as specified in its charter)

STATE of NEW YORK                                    11-2989648            
(State of Incorporation)                  (IRS Employer Identification No.)

                63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374
                      (Address of principal executive offices)

        Registrant's telephone number, including area code: (718) 275 5205

Securities Registered: 
SB-2 Registration Statement No. 333-20006-NY, Amendment No. 7, (Post Effective)

DESCRIPTION OF SECURITIES,  which is hereby incorporated by reference. 
DESCRIPTION OF SECURITIES,  DESCRIPTION OF SECURITIES.

                            BALTIA IS A CORPORATE ISSUER

The number of shares outstanding of each of the issuer's classes of 
common equity, as of December 31, 1996:  

      Class                                              Number of Shares   
Common Stock Par Value $.0001 Per Share                     4,350,000    
Preferred Stock No Par Value                                   -0-

Transitional Small Business Disclosure Format (Check one): No  X

                         DOCUMENTS INCORPORATED BY REFERENCE
                    SB-2 Registration Statement No. 333-20006-NY
                         Amendment No.  7, (Post Effective)

Check whether the issuer (1) 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.  No  X  and Yes  X . 
Required reports filed herewith. 

Baltia's Initial Public Offering Registration Statement became effective 
September 16, 1996.  This is the first annual report to which Baltia is subject
to filing under Section 13 or 15(d) of the Exchange Act.  

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment tio this Form 10-KSB.   X 

Baltia has not commenced revenue operations to date.  State issuer's revenues 
for its most recent fiscal year. $ -0-

State the aggregate market value of the voting stock held by non-affiliates 
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60 
days.  To date, there is no market for Baltia stock.  However, see Amendment 
No. 7 of Registration Statement No.  333-2006, Underwriting, Determination of 
Public Offering Price.

                                       PART I

Item 1. Description of Business.  Amendment No.  7 of Registration Statement 
No. 333-2006, Business.

Item 2.  Description of Property.  Intentionally Omitted.

Item 3.  Legal Proceedings.    Intentionally Omitted.

Item 4.  Submission of Matters to a Vote of Security Holders.    Intentionally
Omitted.
                                       PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.  No present
market.  Applications made to NASDAQ and Boston Stock Exchange.  Also see 
Amendment No.  7 of Registration Statement No.  333-2006, Description of 
Securities.

Item 6.  Management s Discussion and Analysis or Plan of Operation.  Amendment 
No. 7 of Registration Statement No.  333-2006, Management Discussion and 
Analysis.

Item 7.  Financial statements.  See Amendment No.  7 of Registration Statement 
No. 333-2006, Selected Financial Data; Financial Statements.

Item 8.  Changes In and Disagreements with Accountants on Accounting and 
Financial Disclosure.    Intentionally Omitted.

                                      PART III

Item 9.  Directors, Executive officers, Promoters and Control Persons: 
Compliance With Section 16(a) of the Exchange Act.  Compliance confirmed.  
Also see Amendment No.  7 of Registration Statement No.  333-2006, Management; 
Principal Stockholders.

Item 10.  Executive Compensation.  See Amendment No.  7 of Registration 
Statement No.  333-2006, Management, Compensation.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.  
See Amendment No.  7 of Registration Statement No.  333-2006, Principal 
Stockholders.

Item 12.  Certain Relationships and Related transactions.  See Amendment No.  7
of Registration Statement No.  333-2006, Certain Transactions.

Item 13.  Exhibits and Reports on Form 8-K.  See Amendment No. 7 of Registration
Statement No.  333-2006, Financial Statements; Exhibits.  No report has been 
filed on Form 8-K.

                                     SIGNATURES

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


Date:                _______________(SIGNATURE)__________________________ 
                                       By: Igor Dmitrowsky, President       

Date:                _______________(SIGNATURE)__________________________     
                                   By: Walter Kaplinsky, Secretary