UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        - - - - - - - - - - - - - - - - -
                                    FORM 10-Q

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

                For The Quarterly Period Ended December 31, 1999

                                       OR

[ ]     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 333-64513
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                65-0822351
    (State or other jurisdiction              Employer Identification Number)
    of incorporation or organization)                   (I.R.S.


               1815 GRIFFIN ROAD, SUITE #300, DANIA, FL 33004-2252
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code:  (954) 926-2000

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) AND 12(g) OF THE ACT: NONE
             TITLE OF CLASS          NAME OF EXCHANGE ON WHICH REGISTERED
                 N/A                                 N/A

     Indicate  by  check  mark whether each 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 report(s), and (2) has been subject to such
filing  requirements  for  the  past  90  days.   [X]  Yes   [  ]  No

     Indicate the number  of  shares outstanding of each of the issuer's classes
of common  stock,  as  of  the  last  practicable  date.

Common  Stock, par value $0.01 per share: 100 shares outstanding at February 14,
2000.


<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART  I     FINANCIAL  INFORMATION

ITEM  1     Financial  Statements  (Unaudited)

            Condensed  Consolidated  Balance  Sheets
            - December 31, 1999 and March 31, 1999                             2

            Condensed  Consolidated  Statements  of
            Operations  -  Three  Months and
            Nine  Months  Ended  December  31,  1999  and  1998                3

            Condensed Consolidated Statements of Cash Flows
            -  Nine Months Ended  December  31,  1999  and  1998               4

            Consolidated  Statements  of Stockholder's  Equity
            -  December  31,  1999  and  March  31,  1999.                     5

            Notes  to  Condensed  Consolidated  Financial  Statements          6

ITEM  2     Management's Discussion and Analysis of Financial
            Condition and  Results  of  Operations                            21

ITEM  3     Quantitative  and  Qualitative Disclosures About Market Risk      24


PART  II    OTHER  INFORMATION

ITEM  1     Legal  Proceedings                                                25

ITEM  6     Exhibits  and  Reports  on  Form  8-K                             25


<PAGE>
<TABLE>
<CAPTION>
                         AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                          (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

PART  I,  ITEM  1

                                                                  DECEMBER 31,
                                                                      1999        MARCH 31,
                                                                   (UNAUDITED)      1999
                                                                 --------------  -----------
<S>                                                              <C>             <C>
ASSETS                                                                              (Note 1)
Current assets:
   Cash and cash equivalents                                     $         678   $    3,311
   Accounts receivable, net of allowance of $234 and $567,              22,230       16,421
     respectively
   Receivable from Viad                                                  2,174        2,125
   Prepaid expenses                                                      3,498          650
   Spare parts and supplies                                              2,356        2,095
                                                                 --------------  -----------
          Total current assets                                          30,936       24,602

Property, plant and equipment, net of accumulated depreciation
     of $11,394 and $6,176, respectively                                49,689       46,889
Goodwill, net of accumulated amortization of  $4,574 and                50,442       48,668
     $2,545, respectively
Deferred financing costs, net of accumulated amortization of
     $756 and $337, respectively                                         2,862        3,205
Investments in and advances to joint venture                               316          224
Other assets                                                               175          166
                                                                 --------------  -----------
          Total assets                                           $     134,420   $  123,754
                                                                 ==============  ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                              $       7,834   $    5,082
   Accrued expenses                                                     15,427       12,850
   Customer deposits                                                     3,459        3,488
   Current portion of notes payable                                      1,433           57
                                                                 --------------  -----------
          Total current liabilities                                     28,153       21,477

Long-term debt                                                          86,701       82,927
                                                                 --------------  -----------
          Total liabilities                                            114,854      104,404

Commitments                                                                  -            -

Stockholder's equity:
   Common stock, $0.01 par value; 1,000 shares authorized; 100
      shares issued and outstanding                                          -            -
   Paid-in capital                                                      27,800       24,100
   Accumulated deficit                                                  (8,275)      (4,770)
   Accumulated other comprehensive income                                   41           20
                                                                 --------------  -----------
          Total stockholder's equity                                    19,566       19,350
                                                                 --------------  -----------
          Total liabilities and stockholder's equity             $     134,420   $  123,754
                                                                 ==============  ===========
</TABLE>

                                   See accompanying notes.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                          AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                         (UNAUDITED)


                                                     THREE MONTHS ENDED    NINE MONTHS ENDED
                                                        DECEMBER 31,          DECEMBER 31,
                                                     ------------------  --------------------
                                                       1999      1998      1999       1998
                                                     --------  --------  ---------  -----------
<S>                                                  <C>       <C>       <C>        <C>
Revenues                                             $35,579   $31,751   $103,290   $ 92,994
Cost and expenses:
  Operating expenses                                  29,315    25,709     84,405     75,179
  Selling, general and administrative                  1,966     2,054      7,209      6,091
  Amortization                                           689       636      2,036      1,861
  Depreciation                                         1,913     1,588      5,390      4,623
                                                     --------  --------  ---------  ---------
Total cost and expenses                               33,883    29,987     99,040     87,754
                                                     --------  --------  ---------  ---------
Operating income                                       1,696     1,764      4,250      5,240
Other income (expense), net                               66       (21)       140       (201)
Interest income                                           41        56         89        197
Interest and other financial expense                  (2,685)   (2,362)    (7,954)    (8,856)
                                                     --------  --------  ---------  ---------
Loss before income taxes and
      Extraordinary item                                (882)     (563)    (3,475)    (3,620)
Income tax expense (benefit)                               4      (276)        30         47
                                                     --------  --------  ---------  ---------
Loss before extraordinary item                          (886)     (287)    (3,505)    (3,667)
Extraordinary loss on early extinguishment of debt         -         -          -       (213)
                                                     --------  --------  ---------  ---------
Net loss                                             $  (886)  $  (287)  $ (3,505)  $ (3,880)
                                                     ========  ========  =========  =========

Basic and diluted loss per share:
Loss before extraordinary item                       $(8,860)  $(2,870)  $(35,050)  $(36,670)
Extraordinary loss on early extinguishment of debt         -         -          -     (2,130)
                                                     --------  --------  ---------  ---------
Net loss                                             $(8,860)  $(2,870)  $(35,050)  $(38,880)
                                                     ========  ========  =========  =========

Weighted average common shares outstanding-
basic and diluted                                        100       100        100        100
                                                     ========  ========  =========  =========
</TABLE>

                                   See accompanying notes.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            AIRCRAFT  SERVICE  INTERNATIONAL  GROUP,  INC
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (AMOUNTS IN THOUSANDS)
                                             (UNAUDITED)


                                                                                   NINE MONTHS ENDED
                                                                                       DECEMBER 31,
                                                                                 --------------------
                                                                                   1999       1998
                                                                                 ---------  ---------
<S>                                                                              <C>        <C>
OPERATING ACTIVITIES                                                             $ (3,505)  $ (3,880)
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
  Amortization of intangible assets                                                 2,036      1,861
  Depreciation                                                                      5,390      4,623
  Amortization of deferred financing costs                                            420      2,691
  Extraordinary loss on early extinguishment of debt                                    -        213
  Deferred income taxes                                                                (2)         8
  Gain on sale of fixed assets                                                        (37)         -
  Equity in (income)/loss in joint venture                                            (92)       183

Changes in operating assets and liabilities, net of effects of acquisitions:
  Accounts receivable                                                              (4,002)    (5,137)
  Prepaid expenses                                                                 (2,828)    (1,064)
  Spare parts and supplies                                                           (261)      (257)
  Other assets                                                                        123       (157)
  Accounts payable                                                                  2,599     (1,009)
  Accrued expenses                                                                  1,997      3,893
  Customer deposits                                                                   (29)       841
                                                                                 ---------  ---------

Net cash provided by operating activities                                           1,809      2,809

INVESTING ACTIVITIES
Purchases of property, plant and equipment                                         (7,203)    (8,517)
Purchase of ASIG business, less cash acquired of $6,513                                 -    (88,487)
Purchase of Elsinore, LP                                                           (6,012)         -
Advances to joint venture                                                               -       (200)
                                                                                 ---------  ---------

Net cash used in investing activities                                             (13,215)   (97,204)

FINANCING ACTIVITIES
Issuance of common stock                                                                -     24,100
Proceeds from Sale of Senior Notes                                                      -     77,703
Payments of deferred financing costs                                                  (77)    (5,299)
Revolving credit facility                                                            (476)         -
Proceeds from Key term note, net                                                    4,727          -
Proceeds from capital contribution                                                  3,700          -
Proceeds from notes payable                                                           899          -
                                                                                 ---------  ---------
Net cash provided by financing activities                                           8,773     96,504
                                                                                 ---------  ---------

Net (decrease) increase in cash                                                    (2,633)     2,109
Cash and cash equivalents at beginning of period                                    3,311          0
                                                                                 ---------  ---------

Cash and cash equivalents at end of period                                       $    678   $  2,109
                                                                                 =========  =========
-----------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid                                                                    $  5,179   $  2,645
Taxes paid                                                                       $    512   $    240
                                                                                 =========  =========
</TABLE>

                                   See accompanying notes.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                     AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                                  (AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

                                  Consolidated Statements of Stockholder's Equity
                                        Nine Months Ended December 31, 1999
                                                    (Unaudited)


                                                                                     Accumulated
                                       Common                                           Other            Total
                                        Stock     Common   Paid-in    Accumulated   Comprehensive    Stockholder's
                                     Outstanding   Stock   Capital      Deficit         Income          Equity
===================================  ===========  =======  ========  =============  ==============  ===============
<S>                                  <C>          <C>      <C>       <C>            <C>             <C>
 BALANCE AT MARCH 31, 1999                   100  $     -  $ 24,100  $     (4,770)  $           20  $       19,350
 Capital contribution                          -        -     3,700             -                -           3,700
 Comprehensive loss:
    Net loss                                   -        -         -        (3,505)               -          (3,505)
    Currency translation adjustment            -        -         -             -               21              21
-----------------------------------  -----------  -------  --------  -------------  --------------  ---------------
 BALANCE AT DECEMBER 31, 1999                100  $     -  $ 27,800  $     (8,275)  $           41  $       19,566
===================================  ===========  =======  ========  =============  ==============  ===============
</TABLE>


                                        4
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999
                                   (UNAUDITED)

     The  condensed  consolidated financial statements included herein have been
prepared  by  the  Company  (which  may  be referred to as "we", "us" or "our"),
without  audit,  pursuant  to  the  rules  and regulations of the Securities and
Exchange  Commission  ("SEC"). Certain information and note 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,  although  the  Company believes the disclosures which are made are
adequate  to  make  the  information  presented  not  misleading.  Further,  the
consolidated  financial  statements  reflect,  in the opinion of management, all
adjustments  (which  include  only  normal  recurring  adjustments) necessary to
present  fairly  the  financial position and results of operations as of and for
the  periods  indicated.

     These  condensed  consolidated  financial  statements  should  be  read  in
conjunction  with  the  consolidated  financial statements and the notes thereto
included  in  the  Company's Annual Report on Form 10-K for the year ended March
31,  1999,  which  is  available  at  the  SEC's  website  on  the  Internet  at
http://www.sec.gov.

     The  results of operations for the three and nine months ended December 31,
1999  are  not  necessarily  indicative of results to be expected for the fiscal
year  ending  March  31,  2000.

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Our  accounting  policies  are  as  set  forth in the Notes to Consolidated
Financial  Statements  referred  to  above.

     Certain amounts in prior years' consolidated financial statements have been
reclassified  to  conform  to  current period financial statement presentations.

     The  balance  sheet  at  March  31,  1999 has been derived from the audited
financial  statements  of  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.

     For  our  operations  where  the functional currency is other than the U.S.
Dollar,  balance  sheet amounts are translated using the exchange rate in effect
at  the  balance  sheet  date.  Income  statement  amounts are translated at the
average  exchange  rates  during  the  year  or  period. Translation adjustments
resulting  from  the changes in exchange rates from year to year are recorded as
accumulated  other  comprehensive  income.

     We account for our investment in a 50% owned joint venture under the equity
method  of  accounting.  The  joint venture, Skytanking GmbH, located in Munich,
Germany,  provides  aviation  fueling  and  aircraft  ground  services at Munich
International  Airport.

     The Company,  during its ordinary course of business,  pursues  acquisition
targets  frequently  and  expends  funds  in such  pursuits.  The  costs  of the
acquisition pursuits are capitalized on the balance sheet until such time as the
acquisition  occurs or dissolves.  If the  acquisition  occurs,  these costs are
included as part of the purchase price of the acquired entity.  If, however,  in
the Company's  opinion,  the  acquisition  will not occur,  then the capitalized
costs associated with that specific acquisition are written off to the statement
of  operations.  As of  December  31,  1999,  the  Company  had $1.9  million of
capitalized  costs in pursuit of  on-going  acquisitions  which is  included  in
prepaid expenses on the accompanying balance sheet.


                                        5
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

     In  fiscal 1999, we adopted Statement of Financial Accounting Standards No.
128,  "Earnings Per Share" (SFAS No. 128). SFAS No. 128 replaced the calculation
of  primary and fully diluted earnings per share with basic and diluted earnings
per  share.  Basic  earnings  per  share  will  typically be higher than primary
earnings  per  share  due  to  the exclusion of any dilutive effects of options,
warrants  and  convertible securities from the calculation. Diluted earnings per
share  is  similar  to the previously reported fully diluted earnings per share.
The  adoption  of  SFAS  No.  128  had  no  impact  on  the  Company.

     Effective  January  1,  1998,  we adopted Statement of Financial Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income"  (SFAS  No. 130), which
establishes  standards for reporting and display of comprehensive income and its
components  in a full set of general purpose financial statements. Comprehensive
income  (loss)  includes net income (loss) and other comprehensive income, which
includes,  but is not limited to, unrealized gains for marketable securities and
future  contracts,  foreign currency translation adjustments and minimum pension
liability  adjustments.  The  accompanying  financial statements for the Company
reflect  other  comprehensive  income (loss) consisting of net income (loss) and
foreign  currency  translation  adjustments.

     In  fiscal 1999, we adopted Statement of Financial Accounting Standards No.
132, "Employers' Disclosures about Pensions and Other Postretirement Benefits-an
amendment  of  FASB Statements No. 87, 88, and 106" (SFAS No. 132). SFAS No. 132
revises  employers'  disclosures  about pension and other postretirement benefit
plans.  It  does  not  change  the  measurement  or  recognition of those plans;
therefore,  the  adoption  of  SFAS  No.  132  affected the Company's disclosure
information  only.

2.  LONG-TERM  DEBT

     Long-term debt consists of the following at December 31, 1999 and March 31,
1999  (in  thousands):

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,   MARCH 31,
                                                                              1999          1999
                                                                          -------------  ----------
<S>                                                                       <C>            <C>
Revolving loan facility dated April 2, 1998, allows borrowings up to
the lessor of $10 million or a borrowing base as defined. Facility bears
interest at prime rates or LIBOR rates plus applicable margins and
matures on August 31, 2002 or sooner as provided in facility.             $       2,430  $    2,927

Term loan agreement dated May 20, 1999, payable in quarterly
installments, balance due in May 2005, bears interest in a manner
identical to the revolving loan facility.                                         4,750           -

Series B 11% Senior Notes dated August 18, 1998 payable
August 15, 2005. Interest paid semiannually on February 15 and
August 15.                                                                       80,000      80,000

Promissory note dated May 21, 1999 payable in full on May 21,
2000. Interest accrues at 8% and is due at maturity.                                899           -

Various promissory note obligations, maturing 2000 to 2001, bears
interest at rates ranging from 11 % to 13 %.                                         55          57
                                                                          -------------  ----------
Total long-term debt                                                             88,134      82,984
Less current portion of term note and promissory notes                            1,433          57
                                                                          -------------  ----------
                                                                          $      86,701  $   82,927
                                                                          =============  ==========
</TABLE>


                                        6
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

     On  April  2,  1998, we issued $75 million of notes (the "Senior Increasing
Rate  Notes").  The  proceeds from the Senior Increasing Rate Notes were used to
consummate  the  acquisition  of  the  Aircraft  Service  International  Group
businesses  from  Viad Corporation. On August 18, 1998, we issued $80 million of
notes  (the "Old Notes"). The proceeds from the Old Notes were used to repay the
Senior  Increasing Rate Notes.  On February 12, 1999, we exchanged the Old Notes
for  substantially identical Series B 11% Senior Notes (the "Notes").  The Notes
mature  in  August, 2005, and bear interest at 11%, payable semiannually on each
February  15  and  August  15,  commencing  February  15,  1999.  The  Notes are
redeemable  at  the  option  of  the Company, at any time on or after August 15,
2003, at a premium of 105.5% in 2003 and at 100% of the principal amount in 2004
and thereafter.  In addition, we may redeem, at our option, up to 33 1/3% of the
original  principal  amount  of  the Notes at any time on or prior to August 15,
2001, at a redemption price equal to 111% of theprincipal amount being redeemed,
with  the  net  proceeds of one or more public offerings, provided that at least
$53.3  million  aggregate principal amount of the Notes remain outstanding after
any such redemption and that any such redemption occurs within 90 days following
the  closing of such public offering. Upon the occurrence of a Change in Control
(as  defined  in  the Indenture covering the Notes), each holder of the Notes is
entitled  to  require the Company to repurchase such Notes at a premium of 101%.
The  Notes  are  fully and unconditionally guaranteed, on an unsecured basis, by
the  Company's  domestic  subsidiaries  (see  Note  6).

     The  Notes  contain  certain  covenants, which among other things limit the
ability  of  the  Company  to  incur  additional  indebtedness, issue common and
preferred stock of its subsidiaries, pay dividends, transfer and sell assets and
enter  into  transactions  with  affiliates.

     Concurrent with the consummation of the issuance of the Old Notes, we wrote
off  the  remaining  $213,000 of unamortized deferred financing costs previously
incurred  in  connection  with the Senior Increasing Rate Notes that were repaid
with  the  net  proceeds of the issuance of the Old Notes. The write-off of such
deferred financing costs has been reported as an extraordinary loss on the early
extinguishment  of  debt.

     On  April  2,  1998,  we  entered into a revolving credit facility with Key
Corporate  Capital  (the  "Senior  Credit Facility"). The Senior Credit Facility
allows  for  borrowings in the aggregate of up to the lesser of $10 million or a
borrowing  base,  equal  to 85% of eligible accounts receivable, as defined. The
revolving  loans  under  the Senior Credit Facility mature on August 31, 2002 or
sooner  as  provided  in  the  Senior  Credit  Facility.

     Indebtedness  of the Company under the Senior Credit Facility is guaranteed
by  each  of our domestic subsidiaries and will generally be secured by: (i) all
of the Company's cash equivalents, accounts receivable, contract rights, general
intangibles,  instruments  and  chattel  paper relating thereto; (ii) all of the
Company's inventory; (iii) amounts (if any) held in a commercial deposit account
with  the  lending  bank,  and  (iv)  all  proceeds from (i) to (iii) inclusive.

     The  Company's borrowings under the Senior Credit Facility bear interest at
a  floating  rate  and  may  be  maintained  as Prime Rate Loans or LIBOR loans.
Borrowings  made  pursuant  to the Prime Rate Loans bear interest rates equal to
the  prime  rate  plus  the  Applicable  Margin (as defined in the Senior Credit
Facility)  and  borrowings  made pursuant to the LIBOR Loans bear interest rates
equal  to  the  LIBOR rate plus the Applicable Margin. The Applicable Margin for
Prime  Rate  Loans was 0% through June 1999 and thereafter will range from 0% to
0.50%  based  on  the  Company's Leverage Ratio (as defined in the Senior Credit
Facility). The Applicable Margin for LIBOR Loans was 1.75% through June 1999 and
thereafter will range from 1.25% to 2.25% based on the Company's Leverage Ratio.


                                        7
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

     The  Senior  Credit Facility requires the Company to meet certain financial
tests,  including,  without  limitation,  minimum  interest coverage and maximum
leverage  ratios.  The  Senior  Credit Facility also contains certain covenants,
which  among other things, will limit the incurrence of additional indebtedness,
the  making  of loans or investments, the declaration of dividends, transactions
with  affiliates,  asset  sales,  acquisitions,  mergers and consolidations, the
incurrence of liens and encumbrances and other matters customarily restricted in
such  agreements.  There  was  approximately  $2.4  million outstanding and $7.3
million  available  under  the  Senior  Credit Facility as of December 31, 1999.

     On May 20, 1999, the Senior Credit Facility was amended to add a $5 million
Term  Loan  (the  "Term  Loan"). The Term Loan principal is payable in quarterly
installments  of  $125,000.  Interest  is  due  quarterly,  in arrears, over its
five-year  life. The Company's borrowings under the Term Loan will bear interest
in  a  manner identical to the Senior Credit Facility except that the Applicable
Margin  for  Prime Rate Loans will range from 0% to 1.25% based on the Company's
Leverage  Ratio  and the Applicable Margin for LIBOR Loans will range from 2% to
3%  based  on  the  Company's  Leverage  Ratio.  The Company must meet a minimum
EBITDA  test.  The  Term  Loan  is  secured  by  all of the Company's equipment.

     On  May  20,  1999, the Company entered into a promissory note agreement in
the amount of $899,372 (subject to adjustment as described in the asset purchase
agreement  dated May 20, 1999) with Elsinore, L.P. (See Note 3).  The promissory
note,  in  conjunction  with  the amendment to the Term Loan described above was
used  to purchase the assets of Elsinore, L.P.  The note, along with interest at
a  rate  equal  to  8% payable in full on May 20, 2000, less any working capital
adjustments.

3.    ELSINORE, L.P. ACQUISITION

     On  May  20,  1999,  Elsinore  Acquisition  Corporation  ("EAC"),  a
newly-created,  wholly-owned  subsidiary  of the Company, acquired substantially
all  of  the assets of Elsinore, L.P., ("Elsinore"), which includes 23 operating
units in 10 states, the U.S. Virgin Islands and Puerto Rico. Elsinore provides a
variety  of  ground  handling,  fueling,  aircraft  cleaning  and other aviation
services  to  major  commercial  airlines.  EAC will primarily continue the same
business  as  previously  conducted  by  Elsinore.  The  Company  and  its  sole
shareholder,  Ranger  Aerospace,  are  guarantors of EAC's obligations under the
agreement  governing  the  asset  purchase.

     The total consideration paid by EAC was approximately $5.9 million (subject
to  post-closing  adjustments),  which  consists  of  $5  million  in cash and a
promissory  note of approximately $0.9 million (see Note 2). The promissory note
has  a  maturity  of  one  year  from  the  date  of purchase, and is subject to
post-closing  adjustments. The Company borrowed the cash portion of the purchase
price  from Key Corporate Capital, Inc. pursuant to the terms of an amendment to
the Company's existing Senior Credit Facility, which the Company recorded on the
books  of  EAC.

     The  Elsinore  acquisition was accounted for as a purchase and accordingly,
the  purchase price was allocated to the assets acquired and liabilities assumed
based  on  appraisals  and  other estimates of their underlying fair values. The
excess  of  the  purchase  price  over  the fair value of net assets acquired of
approximately $3.7 million was recorded as goodwill and is being amortized using
the  straight-line  method  over  20  years.


                                        8
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS  -  (CONTINUED)

The  following  is  a  preliminary  summary  of  the  purchase price allocation:

<TABLE>
<CAPTION>
<S>                                        <C>
Net working capital, including cash of $9  $1,131
Property, plant and equipment                 950
Other assets                                  130
Goodwill                                    3,688
                                           ------
                                           $5,899
                                           ======

The purchase price was funded as follows:

Senior Credit Facility (see Note 2)        $5,000
Promissory Note (see Note 2)                  899
                                           ------
                                           $5,899
                                           ======
</TABLE>

The  following  unaudited  pro  forma  data  presents  a summary of consolidated
results  of operations of the Company for the three months and nine months ended
December  31,  1999  and  December  31,  1998 as if the Elsinore acquisition had
occurred  on  April  1,  1998:

<TABLE>
<CAPTION>
          Three Months Ended    Nine Months Ended
              December 31,        December 31,
          ------------------  --------------------
            1999      1998      1999       1998
          --------  --------  ---------  ---------
<S>       <C>       <C>       <C>        <C>
Revenue   $35,579   $35,241   $105,042   $103,624
Net loss     (886)   (1,415)    (3,588)    (4,859)
</TABLE>

The  unaudited pro forma results have been prepared for comparison purposes only
and  include certain adjustments, such as additional amortization expense due to
the goodwill related to the Elsinore acquisition and additional interest expense
associated with the debt related to the Elsinore acquisition.  The unaudited pro
forma  results do not purport to be indicative of the results of operation which
actually  would  have resulted had the Elsinore acquisition occurred on April 1,
1998,  or  of  future  results  of  operations  of  the  Company.

4.  COMMITMENTS  AND  CONTINGENCIES

Leases:

     In the normal course of conducting our business, we are involved in various
lease  agreements.  There  has  been no material change in lease agreements from
those  disclosed  previously in the Company's Form 10-K for the year ended March
31,  1999,  except  as  discussed  below.

     Effective  July 14, 1999, we entered into a seven year operating lease with
Capital  Associates  International,  Inc.  ("the  Master  Lease").  The  initial
equipment  leased  was  for  72  towable  hydrant  carts at a total cost of $4.9
million.  Delivery  dates  varied from July 15, 1999 through December 1999. This
lease  is  pursuant  to  a  new  into-plane agreement with Epsilon Trading, Inc.
("Epsilon") which specifically states that we will be reimbursed for the cost of
the  hydrant  carts by Epsilon and Epsilon will also serve as a guarantor on the
lease  agreement.

     On  January  1, 2000, the Company added 76 towable hydrant carts at a total
cost  of  $2.4  million to the Master Lease.  Delivery dates varied from October
1999  through March 2000. This amendment is pursuant to a new 21 year into-plane
agreement  with  Northwest  Airlines  which  specifically states that we will be
reimbursed for the cost of the hydrant carts by Northwest Airlines and Northwest
Airlines  will  also  serve  as  guarantor  on  the  lease  agreement.


                                        9
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Legal:

     In the normal course of conducting our business, we are involved in various
litigation.  There  has been no material changes in legal proceedings from those
disclosed previously in the Company's Form 10-K annual report for the year ended
March  31,  1999 except as discussed below. We are not a party to any litigation
or  governmental  proceedings  which  management  believes  could  result in any
judgements  or fines against us that would have a material adverse affect on the
Company's  financial  position,  liquidity  or  results  of  operations.

     In  conjunction  with  the  purchase  of  the Company from Viad Corporation
("Viad")  in April 1998, Viad agreed to retain certain liabilities and to future
adjustments of the purchase price based upon the purchase and sale agreement. In
July  1999, the Company and Viad had agreed that Viad would pay the Company $2.2
million  in  settlement  of  these claims which has been recorded as "Receivable
from  Viad"  on  the  accompanying  balance  sheet.

     Subsequent  to  this date, disputes arose between the parties regarding the
settlement  of  these  claims. Consequently, an arbitrator has been appointed to
settle  the  disputed  matters.  Management's  belief  is  that  the  ultimate
resolution  of  these  claims  is not likely to be less than the receivable from
Viad  recorded  on  the  balance  sheet.

5.  BUSINESS  SEGMENTS

     Pursuant  to  SFAS  No.  131,  "Disclosure  About  Segments  of  a Business
Enterprise  and  Related Information," the Company is required to report segment
information. As the Company only operates in one business segment, no additional
reporting  is  required.

6. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING/COMBINING FINANCIAL STATEMENTS

     The  Company  has  outstanding $80 million in aggregate principal amount of
Series  B  11%  Senior  Notes  due  2005  (the "Notes"). The Notes are fully and
unconditionally  guaranteed  on a senior unsecured basis, jointly and severally,
by  the  Company's  domestic  subsidiaries  (the  "Guarantors").  The Guarantors
include  Aircraft Services International, Inc., Dispatch Services, Inc., Florida
Aviation  Fueling  Co  and  Elsinore  Acquisition  Corporation.  The  condensed
consolidated financial statements of the Guarantors should be read in connection
with  the  consolidated  financial statements of the Company. Separate financial
statements of the Guarantors are not presented because the Company believes such
information  is  not  material  and  that  the  condensed consolidated financial
statements presented are more meaningful in understanding the financial position
and  results  of  operations  of  the  Guarantors.  Those supplemental guarantor
condensed  combining  financial  statements  that  do  not  contain a column for
elimination  entries  and/or  a  column for ASIG, Inc. do so because all amounts
that  would  appear  in  the  column  are  zero.


                                       10
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (AMOUNTS IN THOUSANDS)
                                   (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
    (CONTINUED)

<TABLE>
<CAPTION>
                                                  CONSOLIDATED BALANCE SHEET
                                                      DECEMBER 31, 1999


                                                                       GUARANTOR    NON- GUARANTOR       ELIMINATION  CONSOLIDATED
                                                      ASIG, INC.      SUBSIDIARIES   SUBSIDIARIES       ENTRIES       TOTAL
                                                    ---------------  --------------  -------------  --------------  ---------
<S>                                                 <C>              <C>             <C>            <C>             <C>
ASSETS

 Current assets:
    Cash and equivalents                            $          253   $        (253)  $        678   $           -   $    678
    Accounts receivable, net                                    54          19,862          2,314               -     22,230
    Receivable from Viad                                     2,174               -              -               -      2,174
    Prepaid expenses                                            76           3,370             52               -      3,498
    Spare parts and supplies                                     -           2,331             25               -      2,356
                                                    ---------------  --------------  -------------  --------------  ---------
         Total current assets                                2,557          25,310          3,069               -     30,936

 Property, plant and equipment, net                             73          46,404          3,212               -     49,689
 Due from affiliates                                        92,532         (82,782)        22,786         (32,536)         -
 Notes receivable  from affiliates                          11,919               -              -         (11,919)         -
 Goodwill, net                                                   -          50,032            410               -     50,442
 Deferred financing costs, net                               2,862               -              -               -      2,862
 Investment in consolidated subsidiaries                       445           1,172              -          (1,617)         -
 Investments in and advances in joint venture                    -               -            316               -        316
 Other assets                                                    4             165              6               -        175
                                                    ---------------  --------------  -------------  --------------  ---------
Total assets                                        $      110,392   $      40,301   $     29,799   $     (46,072)  $134,420
                                                    ===============  ==============  =============  ==============  =========


LIABILITIES AND STOCKHOLDER'S EQUITY
 Current liabilities:
    Accounts payable                                $            -   $       7,223   $        611   $           -   $  7,834
    Due to affiliates                                        9,099          13,773          9,664         (32,536)         -
    Notes payable to affiliates                                  -               -         11,919         (11,919)         -
    Accrued expenses                                         3,496           5,065          6,866               -     15,427
    Customer deposits                                            -           3,383             76               -      3,459
    Current portion notes payable                              500             899             34               -      1,433
                                                    ---------------  --------------  -------------  --------------  ---------
        Total current liabilities                           13,095          30,343         29,170         (44,455)    28,153

 Notes payable                                               6,680               -             21               -      6,701
 Long-term debt                                             80,000               -              -               -     80,000
                                                    ---------------  --------------  -------------  --------------  ---------
        Total liabilities                                   99,775          30,343         29,191         (44,455)   114,854
 Stockholder's equity:
    Common stock                                                 -               6             26             (32)         -
     Paid-in capital                                        27,800             441          1,144          (1,585)    27,800
    Retained earnings (accumulated deficit)                (17,183)          9,511           (603)              -     (8,275)
    Accumulated other comprehensive income                       -               -             41               -         41
                                                    ---------------  --------------  -------------  --------------  ---------
      Total stockholder's equity                            10,617           9,958            608          (1,617)    19,566
                                                    ---------------  --------------  -------------  --------------  ---------
       Total liabilities and stockholder's equity   $      110,392   $      40,301   $     29,799   $     (46,072)  $134,420
                                                    ===============  ==============  =============  ==============  =========
</TABLE>


                                       11
<PAGE>
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             (AMOUNTS IN THOUSANDS)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
    (CONTINUED)

<TABLE>
<CAPTION>
                                               CONSOLIDATED BALANCE SHEET
                                                     MARCH 31, 1999


                                                                  GUARANTOR    NON-GUARANTOR    ELIMINATION  CONSOLIDATED
                                                  ASIG, INC.     SUBSIDIARIES   SUBSIDIARIES      ENTRIES       TOTAL
                                                ---------------  -------------  ------------  --------------  ---------
<S>                                             <C>              <C>            <C>           <C>             <C>
ASSETS

 Current assets:
    Cash and equivalents                        $          124   $       2,216  $        971  $           -   $  3,311
    Accounts receivable, net                                 -          15,261         1,160              -     16,421
    Receivable from Viad                                 2,125               -             -              -      2,125
    Prepaid expenses                                        18             602            30              -        650
    Spare parts and supplies                                 -           2,067            28              -      2,095
                                                ---------------  -------------  ------------  --------------  ---------
         Total current assets                            2,267          20,146         2,189              -     24,602


 Property, plant and equipment, net                         78          44,186         2,625              -     46,889
 Due from affiliates                                    90,120               -        21,565       (111,685)         -
 Notes receivable  from affiliates                      11,018               -             -        (11,018)         -
 Goodwill, net                                               -          48,249           419              -     48,668
 Deferred financing costs, net                           3,205               -             -              -      3,205
 Investment in consolidated subsidiaries                   445           1,170             -         (1,615)         -
 Investments in and advances in joint venture                -               -           224              -        224
 Other assets                                                4             156             6              -        166
                                                ---------------  -------------  ------------  --------------  ---------
Total assets                                    $      107,137   $     113,907  $     27,028  $    (124,318)  $123,754
                                                ===============  =============  ============  ==============  =========


LIABILITIES AND STOCKHOLDER'S EQUITY

 Current liabilities:
    Accounts payable                            $            -   $       4,602  $        480  $           -   $  5,082
    Due from affiliates                                  9,099          91,933        10,653       (111,685)         -
    Notes payable to affiliates                              -               -        11,018        (11,018)         -
    Accrued expenses                                     1,319           8,257         3,274              -     12,850
    Customer deposits                                        -           3,398            90              -      3,488
    Current portion notes payable                            -               -            57              -         57
                                                ---------------  -------------  ------------  --------------  ---------
        Total current liabilities                       10,418         108,190        25,572       (122,703)    21,477

 Notes payable                                           2,927               -             -              -      2,927
 Long-term debt                                         80,000               -             -              -     80,000
                                                ---------------  -------------  ------------  --------------  ---------
        Total liabilities                               93,345         108,190        25,572       (122,703)   104,404
 Stockholder's equity:
    Common stock                                             -               4            26            (30)         -
     Paid-in capital                                    24,100             441         1,144         (1,585)    24,100
    Retained earnings (accumulated deficit)            (10,308)          5,272           266              -     (4,770)
    Accumulated other comprehensive income                   -               -            20              -         20
                                                ---------------  -------------  ------------  --------------  ---------
        Total stockholder's equity                      13,792           5,717         1,456         (1,615)    19,350
                                                ---------------  -------------  ------------  --------------  ---------
Total liabilities and stockholder's equity      $      107,137   $     113,907  $     27,028  $    (124,318)  $123,754
                                                ===============  =============  ============  ==============  =========
</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>
                            AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                      (AMOUNTS IN THOUSANDS)
                                            (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
    (CONTINUED)

                                                  CONSOLIDATED STATEMENT OF OPERATIONS
                                                  Three Months Ended December 31, 1999
                                         ---------------------------------------------------------
                                                            GUARANTOR     NON-GUARANTOR  CONSOLIDATED
                                           ASIG, INC.      SUBSIDIARIES    SUBSIDIARIES    TOTAL
                                         ---------------  --------------  --------------  --------
<S>                                      <C>              <C>             <C>             <C>
Revenues                                 $            -   $      31,841   $       3,738   $35,579

Cost and expenses:
   Operating expenses                                 4          26,111           3,200    29,315
   Selling, general and administrative                -           1,617             349     1,966
   Amortization                                       -             684               5       689
   Depreciation                                       4           1,756             153     1,913
                                         ---------------  --------------  --------------  --------
Total cost and expenses                               8          30,168           3,707    33,883
                                         ---------------  --------------  --------------  --------
Operating income (loss)                              (8)          1,673              31     1,696


Other income (expense), net                           -               1              65        66
Interest income                                       2              39               -        41
Interest and other financial expense             (2,302)           (106)           (277)   (2,685)
                                         ---------------  --------------  --------------  --------
Income (loss) before income taxes                (2,308)          1,607            (181)     (882)

Income taxes                                          -               4               -         4
                                         ---------------  --------------  --------------  --------
Net income (loss)                        $       (2,308)  $       1,603   $        (181)  $  (886)
                                         ===============  ==============  ==============  ========
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
                            AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                      (AMOUNTS IN THOUSANDS)
                                            (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
    (CONTINUED)

                                                   CONSOLIDATED STATEMENT OF OPERATIONS
                                                   Three Months Ended December 31, 1998
                                         ---------------------------------------------------------
                                                            GUARANTOR     NON-GUARANTOR  CONSOLIDATED
                                           ASIG, INC.      SUBSIDIARIES    SUBSIDIARIES     TOTAL
                                         ---------------  --------------  --------------  --------
<S>                                      <C>              <C>             <C>             <C>
Revenues                                 $            -   $      26,105   $       5,646   $31,751

Cost and expenses:
   Operating expenses                                 -          20,540           5,169    25,709
   Selling, general and administrative                -           1,713             341     2,054
   Amortization                                       4             632               -       636
   Depreciation                                       2           1,458             128     1,588
                                         ---------------  --------------  --------------  --------
Total cost and expenses                               6          24,343           5,638    29,987
                                         ---------------  --------------  --------------  --------
Operating income (loss)                              (6)          1,762               8     1,764


Other income (expense), net                          (2)              -             (19)      (21)
Interest income                                       3              31              22        56
Interest and other financial expense             (2,065)            (21)           (276)   (2,362)
                                         ---------------  --------------  --------------  --------
Income (loss) before income taxes                (2,070)          1,772            (265)     (563)

Income taxes                                          -               -            (276)     (276)
                                         ---------------  --------------  --------------  --------
Net income (loss)                        $       (2,070)  $       1,772   $          11   $  (287)
                                         ===============  ==============  ==============  ========
</TABLE>


                                       14
<PAGE>
<TABLE>
<CAPTION>
                             AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                       (AMOUNTS IN THOUSANDS)
                                            (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
    (CONTINUED)

                                                    CONSOLIDATED STATEMENT OF OPERATIONS
                                                    Nine Months Ended December 31, 1999
                                         ----------------------------------------------------------
                                                            GUARANTOR     NON-GUARANTOR  CONSOLIDATED
                                           ASIG, INC.      SUBSIDIARIES    SUBSIDIARIES     TOTAL
                                         ---------------  --------------  --------------  ---------
<S>                                      <C>              <C>             <C>             <C>
Revenues                                 $            -   $      92,433   $      10,857   $103,290

Cost and expenses:
   Operating expenses                                 5          74,958           9,442     84,405
   Selling, general and administrative                -           6,053           1,156      7,209
   Amortization                                       -           2,020              16      2,036
   Depreciation                                      13           4,944             433      5,390
                                         ---------------  --------------  --------------  ---------
Total cost and expenses                              18          87,975          11,047     99,040
                                         ---------------  --------------  --------------  ---------
Operating income (loss)                             (18)          4,458            (190)     4,250


Other income (expense), net                           -              (2)            142        140
Interest income                                       6              75               8         89
Interest and other financial expense             (6,863)           (262)           (829)    (7,954)
                                         ---------------  --------------  --------------  ---------
Income (loss) before income taxes                (6,875)          4,269            (869)    (3,475)

Income taxes                                          -              30               -         30
                                         ---------------  --------------  --------------  ---------
Net income (loss)                        $       (6,875)  $       4,239   $        (869)  $ (3,505)
                                         ===============  ==============  ==============  =========
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
                              AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                        (AMOUNTS IN THOUSANDS)
                                              (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS  (CONTINUED)


                                                       CONSOLIDATED STATEMENT OF OPERATIONS
                                                        Nine Months Ended December 31, 1998
                                              --------------------------------------------------------
                                                                GUARANTOR     NON-GUARANTOR  CONSOLIDATED
                                                ASIG, INC.     SUBSIDIARIES    SUBSIDIARIES     TOTAL
                                              ---------------  -------------  --------------  --------
<S>                                           <C>              <C>            <C>             <C>
Revenues                                      $            -   $      75,962  $      17,032   $92,994

Cost and expenses:
   Operating expenses                                      -          60,751         14,428    75,179
   Selling, general and administrative                     -           5,174            917     6,091
   Amortization                                           11           1,850              -     1,861
   Depreciation                                            6           4,182            435     4,623
                                              ---------------  -------------  --------------  --------
Total cost and expenses                                   17          71,957         15,780    87,754
                                              ---------------  -------------  --------------  --------
Operating income (loss)                                  (17)          4,005          1,252     5,240


Other income (expense), net                               (5)             26           (222)     (201)
Interest income                                           20             128             49       197
Interest and other financial expense                  (8,195)            157           (818)   (8,856)
                                              ---------------  -------------  --------------  --------
Income (loss) before income taxes and
   extraordinary item                                 (8,197)          4,316            261    (3,620)

Income taxes                                               -               -             47        47
                                              ---------------  -------------  --------------  --------
Net income (loss) before extraordinary item           (8,197)          4,316            214    (3,667)
Extraordinary loss on
      early extinguishment of debt                       213               -              -       213
                                              ---------------  -------------  --------------  --------

Net income (loss)                             $       (8,410)  $       4,316  $         214   $(3,880)
                                              ===============  =============  ==============  ========
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                  AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                  NOTES TO CONDENSED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                            (AMOUNTS IN THOUSANDS)
                                                 (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  FINANCIAL  STATEMENTS  (CONTINUED)


                                                               CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                NINE MONTHS ENDED DECEMBER 31, 1999
                                                      -------------------------------------------------------
                                                                     GUARANTOR      NON GUARANTOR  CONSOLIDATED
                                                       ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES     TOTAL
                                                      ------------  --------------  --------------  ---------
<S>                                                   <C>           <C>             <C>             <C>
OPERATING ACTIVITIES
Net income (loss)                                     $    (6,875)  $       4,239   $        (869)  $ (3,505)
Adjustments to reconcile net income  to net cash
     provided by (used in) operating activities:
     Amortization of intangible assets                          1           2,012              16      2,029
     Depreciation                                              13           4,944             434      5,391
     Amortization of deferred financing costs                 419               1               -        420
     Deferred income taxes                                      -              (2)              -         (2)
     Gain on sale of fixed assets                               -             (30)             (8)       (38)
     Equity income of joint venture                             -               -             (92)       (92)
     Changes in operating assets and liabilities,
          net of effects of acquisition:
             Accounts receivable                             (103)         (2,767)         (1,132)    (4,002)
             Due from (to) affiliates                           -          (2,550)          2,550          -
             Prepaid expenses                                 (58)         (2,748)            (22)    (2,828)
             Spare parts and supplies                           -            (265)              4       (261)
             Other assets                                     130              (7)              -        123
             Accounts payable                                (153)          2,621             131      2,599
             Accrued expenses                                (307)          2,565            (261)     1,997
             Customer deposits                                  -             (15)            (14)       (29)
                                                      ------------  --------------  --------------  ---------
Net cash provided by (used in) operating activities        (6,933)          7,998             737      1,802

INVESTING ACTIVITIES
Purchases of property, plant and equipment                     (8)         (6,152)         (1,043)    (7,203)
Change in Goodwill                                                              7              (7)         -
Purchase of Elsinore, LP                                       23          (6,028)              -     (6,005)
                                                      ------------  --------------  --------------  ---------

Net cash provided by (used in) investing activities            15         (12,173)         (1,050)   (13,208)

FINANCING ACTIVITIES
Payments of deferred financing costs                          (77)              -               -        (77)
Revolving credit facility                                    (826)            330              20       (476)
Proceeds from Key term note, net                            4,250             477               -      4,727
Proceeds from Capital contribution                                          3,700                      3,700
Proceeds from notes payable                                                   899                        899
                                                      ------------  --------------  --------------  ---------
Net cash provided by financing activities                   3,347           5,406              20      8,773
                                                      ------------  --------------  --------------  ---------

Net increase (decrease) in cash                            (3,571)          1,231            (293)    (2,633)
Cash at beginning of period                                   124           2,216             971      3,311
                                                      ------------  --------------  --------------  ---------
Cash at end of period                                 $    (3,447)  $       3,447   $         678   $    678
                                                      ============  ==============  ==============  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                         $     5,179   $           -   $           -   $  5,179
                                                      ============  ==============  ==============  =========

Taxes paid                                            $         -   $          54   $         458   $    512
                                                      ============  ==============  ==============  =========
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                  AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                            (AMOUNTS IN THOUSANDS)
                                                 (Unaudited)

6.  SUPPLEMENTAL  GUARANTOR  CONDENSED  FINANCIAL  STATEMENTS  (CONTINUED)


                                                              CONSOLIDATED STATEMENT OF CASH FLOWS
                                                               NINE MONTHS ENDED DECEMBER 31, 1998
                                                      -------------------------------------------------------
                                                                      GUARANTOR     NON GUARANTOR  CONSOLIDATED
                                                       ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES     TOTAL
                                                      ------------  --------------  --------------  ---------
<S>                                                   <C>           <C>             <C>             <C>
OPERATING ACTIVITIES
Net income (loss)                                     $    (8,410)  $       4,316   $         214   $ (3,880)
Adjustments to reconcile net income  to net cash
  provided by (used in) operating activities:
     Amortization of intangible assets                         11           1,850               -      1,861
     Depreciation                                               6           4,182             435      4,623
     Amortization of deferred financing costs               2,691               -               -      2,691
     Extraordinary loss                                       213                                        213
     Deferred income taxes                                                                      8          8
     Equity loss in joint venture                               -               -             183        183
     Changes in operating assets and liabilities,
       net of effects of acquisition:
       Accounts receivable                                      -          (4,774)           (363)    (5,137)
       Due from (to) affiliates                            (2,368)         (8,451)         10,819          -
       Prepaid expenses                                         -          (1,053)            (11)    (1,064)
       Spare parts and supplies                                 -            (254)             (3)      (257)
       Other assets                                                          (157)              -       (157)
       Accounts payable                                       (21)         (1,098)            110     (1,009)
       Accrued expenses                                       (81)         12,967          (8,993)     3,893
       Customer deposits                                        -             800              41        841
                                                      ------------  --------------  --------------  ---------
Net cash provided by (used in) operating activities        (7,959)          8,328           2,440      2,809

INVESTING ACTIVITIES
Purchases of property, plant and equipment                    (57)         (8,329)           (131)    (8,517)
Purchase of ASIG business                                 (88,487)              -               -    (88,487)
Advances to joint venture                                       -               -            (200)      (200)
                                                      ------------  --------------  --------------  ---------

Net cash used in investing activities                     (88,544)         (8,329)           (331)   (97,204)

FINANCING ACTIVITIES
Issuance of common stock                                   24,100               -               -     24,100
Borrowings, net                                            77,702               1               -     77,703
Payments of deferred financing costs                       (5,299)              -               -     (5,299)
                                                      ------------  --------------  --------------  ---------
Net cash provided by financing activities                  96,503               1               -     96,504
                                                      ------------  --------------  --------------  ---------

Net increase in cash                                            -               -           2,109      2,109
Cash at beginning of period                                     -               -               -          -
Cash at end of period                                 $         -   $           -   $       2,109   $  2,109
                                                      ============  ==============  ==============  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                         $     2,645   $           -   $           -   $  2,645
                                                      ============  ==============  ==============  =========

Taxes paid                                            $         -   $          33   $         207   $    240
                                                      ============  ==============  ==============  =========
</TABLE>


                                       18
<PAGE>
                                 PART I, ITEM 2


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking  Statements

     Certain  statements  contained  with  this  report  may  be  deemed
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended.  All  statements in this report other than statements of historical
fact are forward-looking statements that are subject to known and unknown risks,
uncertainties  and  other  factors,  which  could  cause  actual  results  and
performance  of the Company to differ materially from such statements. The words
"believe,"  "expect,"  "anticipate,"  "intend,"  "will," and similar expressions
identify  forward-looking  statements.  In  addition, forward-looking statements
contained  herein  relate  to,  among  other  things,  (i) anticipated financial
performance,  (ii)  ability to comply with the Company's general working capital
requirements,  (iii) ability to generate sufficient cash flow from operations to
fund  all  costs  of  operations and (iv) "Year 2000" computer issues. While the
Company  believes  the expectations reflected in such forward-looking statements
are  reasonable,  it  can give no assurance such expectations will prove to have
been  correct.  There are a variety of factors which would cause future outcomes
to  differ  materially  from  those described in this report, including, but not
limited  to,  (i)  general  economic  conditions,  (ii)  inability  to  maintain
profitability,  (iii)  material reduction in revenues, (iv) inability to collect
in  a  timely  manner a material amount of receivables, (v) increased competitve
pressures,  (vi)  inability  to obtain required permits and approvals to conduct
operations,  (vii)  changes  in  federal,  state and local laws and regulations,
especially  aircraft  regulations,  or  interpretation of such, (viii) potential
increases  in  equipment, maintenance, operating or labor costs, (ix) management
retention and development, (x) the requirement to use internally generated funds
for purposes not presently anticipated, (xi) inability or failure to convert the
computer  systems  of  the  Company's  key  suppliers,  customers, creditors and
financial service organizations, in order to be "Year 2000" compliant, (xii) any
sudden  or substantial change in senior management, which could adversely affect
major  customer  relationships,  (xiii)  the  adverse  affect  on  the Company's
customers  resulting  from  the  increase  in  the  price or the decrease in the
availability  of  aviation  fuel,  (xiv) risks associated with doing business in
foreign countries and with foreign customers and (xv) the loss of one or more of
the  Company's  significant  customers. The Company undertakes no obligations to
update  publicly  any  forward-looking  statement,  whether  as  a result of new
information,  future  events  or  otherwise.

     The  Company's business includes aviation fueling services; aircraft ground
services  and  other  aviation services. Aviation fueling services are comprised
primarily  of  into-plane fueling, maintenance and operation of fuel storage and
delivery  systems  and  the retail sale of fuel products. Generally, the Company
has  custody  over,  but  not  ownership  of,  the fuel it manages and delivers.
Aircraft ground services consist primarily of ground handling, aircraft interior
grooming,  cargo  handling,  passenger  and  traffic  services  and  Fixed  Base
Operations  (FBOs).  The  Company acquired the business of Elsinore, L.P. on May
20,  1999 (See Note 3 to Notes to Consolidated Financial Statements) and Gatwick
Handling  on  January  12,  1999.


                                       19
<PAGE>
Results  of  Operations

     The  following table summarizes the Company's results of operations for the
periods  indicated  (dollars  in  millions):

<TABLE>
<CAPTION>
                                       Three months ended December 31,  Nine Months Ended December 31,
                                       ------------------------------  -------------------------------
                                            1999            1998             1999            1998
                                       --------------  --------------  ---------------  --------------
<S>                                    <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>
Revenues                               $35.6   100.0%  $31.8   100.0%  $103.3   100.0%  $93.0   100.0%
Costs and expenses:
  Operating expenses                    29.3    82.3%   25.7    80.8%    84.4    81.7%   75.2    80.9%
  Selling, general and administrative    2.0     5.6%    2.1     6.6%     7.2     6.9%    6.1     6.5%
  Depreciation and amortization          2.6     7.3%    2.2     6.9%     7.4     7.2%    6.5     7.0%
                                       --------------  --------------  ---------------  --------------
Operating income                       $ 1.7     4.8%  $ 1.8     5.7%  $  4.3     4.2%  $ 5.2     5.6%
                                       ==============  ==============  ===============  ==============

Net loss after extraordinary item      $(0.9)  (2.5)%  $(0.3)  (0.9)%  $ (3.5)  (3.4)%  $(3.9)  (4.2)%
                                       ==============  ==============  ===============  ==============

EBITDA                                 $ 4.3    12.1%  $ 4.0    12.6%  $ 11.7    11.3%  $11.7    12.6%
                                       ==============  ==============  ===============  ==============
</TABLE>

     EBITDA  is  defined  herein  as  net  income (loss) before interest, income
taxes, depreciation,  amortization, extraordinary items and other income/(loss).
Due  to  the  nature of the Company's capitalization structure, EBITDA is one of
the  principal  managing  factors  that management uses to evaluate performance.
Although  EBITDA  is  not a measure of performance calculated in accordance with
generally  accepted  accounting  principles  ("GAAP"),  the Company has included
information  concerning  EBITDA because it is commonly used by certain investors
and  analysts  as  a  measure  of  a  company's  ability  to  service  its  debt
obligations.  The  Company's  calculation  of  EBITDA  may  not be comparable to
similarly titled measures reported by other companies since all companies do not
calculate  this  non-GAAP  measure  in  the  same  manner.  The Company's EBITDA
calculation  is  not  intended  to  represent cash used in operating activities,
since it does not include interest and taxes and changes in operating assets and
liabilities,  nor  is  it  intended to represent the net increase or decrease in
cash,  since  it  does  not  include  cash  provided  by (used) in investing and
financing  activities.

Summary  Three  Months  Ended  December  31,  1999  and  1998

     Revenues  for the quarter ended December 31, 1999 increased $3.8 million or
11.9%  from  $31.8  million  to  $35.6 million.  Included in the revenue for the
quarter  ended  December  31,  1998  is $2.9 million of revenue from the British
Airways grooming contract that was lost in January 1999. Included in the revenue
for  the  quarter  ended  December  31, 1999 is $3.6 million of revenue from the
acquisitions of Elsinore, L.P. and Gatwick Handling. Thus, for the quarter ended
December  31,  1999,  core  business  (business  excluding  the  British Airways
grooming  contract  and the acquisitions of Elsinore, L.P. and Gatwick Handling)
revenue  increased $3.1 million or 10.7%. This revenue increase is primarily the
result  of  new  contracts  and  existing  contract  price  increases.

     Operating  expenses  for  the  quarter  ended  December 31, 1999  increased
$3.6  million  or  14.0%  from  $25.7 million to $29.3 million.  Included in the
operating  expenses  for  the quarter ended December 31, 1998 is $2.2 million of
operating  expenses  from the British Airways grooming contract that was lost in
January  1999. Included in the operating expenses for the quarter ended December
31,  1999  is  $3.3  million  of  operating  expenses  from  the acquisitions of
Elsinore, L.P. and Gatwick Handling. In addition, effective January 1, 2000, the
Company  renegotiated  its  aviation  liability  insurance  policy  at a reduced
premium.  During  the  quarter  ended  December  1999, the Company incurred $0.3
million  of insurance costs which will not recur based on the newly renegotiated
policy.  Thus,  for the quarter ended December 31, 1999, core business (business
excluding  the  British  Airways  grooming  contract,  the  acquisitions  of


                                       20
<PAGE>
Elsinore,  L.P.  and  Gatwick  Handling  and  the renegotiated insurance policy)
operating  expenses  increased  $2.2  million  or 9.4%.  Core business operating
expenses  compared to core business revenues equaled 80.3%  versus 81.3% for the
comparable  quarter in 1998. These expenses increased from 1998 primarily due to
costs  incurred  pursuant  to  new  contracts.

     Selling, general and administrative expenses for the quarter ended December
31, 1999 decreased $0.1 million or 4.8% from $2.1 million to $2.0 million.  This
decrease  in  the  selling,  general and administrative expenses for the quarter
ended  December  31,  1999 is mainly attributable to reduced wages and benefits.

     Depreciation  and  amortization  expense for the quarter ended December 31,
1999  increased  $0.4  million  or 18.2% from $2.2 million to $2.6 million. This
increase  is due to the addition of Elsinore, L.P. and Gatwick Handling, as well
as,  the  depreciation  of  assets  placed  in  service  during  this  quarter.

     Interest  expense increased $0.3 million for the quarter ended December 31,
1999  as  compared  to  the  same  period  last year due to a higher outstanding
balance  on  the  line  of  credit.

     EBITDA  for  the  quarter ended December 31, 1999 increased $0.3 million or
7.5%  from $4.0 million to $4.3 million.  Included in the EBITDA for the quarter
ended  December  31,  1998  is  $0.7  million of EBITDA from the British Airways
grooming  contract that was lost in January 1999. Included in the EBITDA for the
quarter  ended December 31, 1999 is $0.3 million of EBITDA from the acquisitions
of  Elsinore,  L.P.  and  Gatwick Handling and $0.3 million for the renegotiated
insurance  policy.  Thus,  core business (business excluding the British Airways
grooming  contract,  the acquisitions of Elsinore, L.P. and Gatwick Handling and
the renegotiated insurance policy) EBITDA increased $1.0 million or 30.3%.  This
increase  was  primarily  attributable  to  EBITDA relating to new contracts and
existing  contract  price  increases.

Summary  Nine  Months  Ended  December  31,  1999  and  1998

     Revenues  for  the  nine  months  ended  December  31, 1999 increased $10.3
million  or 11.1% from $93.0 million to $103.3 million.  Included in the revenue
for  the nine months ended December 31, 1998 is $9.1 million of revenue from the
British Airways grooming contract that was lost in January 1999. Included in the
revenue  for  the nine months ended December 31, 1999 is $9.2 million of revenue
from  the  acquisitions of Elsinore, L.P. and Gatwick Handling. In addition, the
Company  sustained a one-time revenue loss of $0.3 million in September 1999 due
to  temporary  station  closures  caused by Hurricane Floyd.  Thus, for the nine
months  ended  December  31, 1999, core business (business excluding the British
Airways  grooming  contract,  the  acquisitions  of  Elsinore,  L.P. and Gatwick
Handling  and  the impact of Hurricane Floyd) revenue increased $10.5 million or
12.5%.  This  revenue  increase  is  primarily  the  result of new contracts and
existing  contract  price  increases.

     Operating  expenses  for  the nine months ended December 31, 1999 increased
$9.2  million  or  12.2%  from  $75.2 million to $84.4 million.  Included in the
operating  expenses  for the nine months ended December 31, 1998 is $7.1 million
of  operating  expenses from the British Airways grooming contract that was lost
in  January  1999.  Included in the operating expenses for the nine months ended
December 31, 1999 is $8.2 million of operating expenses from the acquisitions of
Elsinore,  L.P.  and  Gatwick Handling and $0.2 million from Hurricane Floyd. In
addition,  effective  January  1,  2000,  the  Company renegotiated its aviation
liability  insurance  policy  at  a  reduced  premium.  During the quarter ended
December  1999,  the Company incurred $0.3 million of insurance costs which will
not  recur  based  on  the newly renegotiated policy.  Thus, for the nine months
ended  December  31, 1999, core business (business excluding the British Airways
grooming  contract, the acquisitions of Elsinore, L.P. and Gatwick Handling, the
renegotiated  insurance  policy  and  the  impact  of Hurricane Floyd) operating
expenses  increased  $8.0  million  or  11.7%.  Core business operating expenses
compared to core business revenues equaled 80.6% versus 81.2% for the comparable
nine  months  in 1998. These expenses increased from 1998 primarily due to costs
incurred  pursuant  to  new  contracts.


                                       21
<PAGE>
     Selling,  general  and  administrative  expenses  for the nine months ended
December  31,  1999  increased  $1.1  million  or  18% from $6.1 million to $7.2
million.  This  increase in the selling, general and administrative expenses for
the nine months ended December 31, 1999 is mainly attributable to an increase in
administrative  payroll  and  fringes  of $0.2 million and one-time expenses for
acquisition  and  accounting costs of  $0.5 million. The increase in salaries is
mainly  attributable  to  the  hiring  of  the  new  CFO and VP/Controller while
continuing  to  pay  fees  under  the  consulting  agreements to the departed VP
Finance  and  Controller.

     Depreciation  and  amortization expense increased $0.9 million or 13.8% for
the  nine  months ended December 31, 1999, over the same period last year due to
the  addition  of  Elsinore,  L.P.  and  Gatwick  Handling,  as  well  as,  the
depreciation  of  assets  placed  in  service  during  this  period.

     Interest  expense decreased $0.9 million for the nine months ended December
31, 1999 as compared to the same period last year due to the higher amortization
of  deferred  financing  costs  in  the  prior  year.

     EBITDA  for  the  nine  months  ended  December 31, 1999 equaled last years
results  of  $11.7  million.  Included  in  the EBITDA for the nine months ended
December  31,  1998  is $2.0 million of EBITDA from the British Airways grooming
contract  that  was  lost  in  January 1999. Included in the EBITDA for the nine
months  ended  December 31, 1999 is $1.0 million of EBITDA from the acquisitions
of  Elsinore,  L.P.  and  Gatwick  Handling,  $0.7  million of one-time selling,
general  and  administrative  costs,  the  renegotiated insurance policy of $0.3
million  and  a loss due to Hurricane Floyd of $0.1 million. Thus, core business
(business  excluding  the British Airways grooming contract, the acquisitions of
Elsinore,  L.P.  and  Gatwick  Handling,  one-time  selling,  general  and
administrative  costs,  the  renegotiated  insurance  policy  and  the impact of
Hurricane  Floyd)  EBITDA  increased  $2.1  million  or  21.6%.

Liquidity  and  Capital  Resources

     Net  cash  provided  by  operating activities was $1.8 million for the nine
months  ended  December  31,  1999, as compared to $2.8 million cash provided by
operating  activities  for  the  same  period  of 1998. The net cash provided by
operating  activities  decreased  primarily  due  to  a $1.1 million increase in
accounts receivable due to new contracts won and an increase in prepaid expenses
due  to  an  increased amount of acquisition costs capitalized. Offsetting these
decreases  was  a  net increase of accounts payable and accrued expenses of $1.7
million.  Accrued  expenses  increased  due  to  customer  deposits  received in
December  1999  relating  to  four  fuel  farm  contracts.

     Net cash used in investing activities was $13.2 million for the nine months
ended  December  31,  1999  as  compared to $97.2 million for the same period of
1998. The decrease in cash used was primarily attributable to the acquisition of
the  Company  for  $88.0 million during the nine months ended December 31, 1998.
For  the nine months ended December 31, 1999 net cash used includes the purchase
price  of  Elsinore,  L.P.  of  approximately  $6.0  million.

     Net  cash  provided  by  financing activities was $8.8 million for the nine
months  ended December 31, 1999 as compared to $96.5 million for the nine months
ended  December  31, 1998. This decrease is primarily due to the issuance of the
Senior  Increasing  Rate  Notes  in 1998, as compared to a new term loan of $5.0
million  from  Key  Bank  and an equity contribution of $3.7 million from Ranger
Aerospace  in  1999.

     Our  primary sources of liquidity are from cash flow provided by operations
and  borrowings  under  our  Senior  Credit  Facility. Based upon the successful
implementation  of management's business and operating strategy, we believe that
these  funds  will  provide  sufficient  liquidity and capital resources to meet
current and future financial obligations, including the payment of principal and
interest  on our outstanding Notes, as well as, to provide funds for our working
capital,  capital  investments  and  other needs for the next twelve months. Our
future  operating  performance and ability to service or refinance the Notes and


                                       22
<PAGE>
to  repay,  extend  or  refinance  the Senior Credit Facility will be subject to
future economic conditions and to financial, business and other factors, many of
which  are  beyond  our  control. There can be no assurance that such sources of
funds  will  be  adequate  and  that we will not require additional capital from
borrowings  or  securities  offerings to satisfy such requirements. In addition,
there  can  be  no  assurance  that  we  will  have sufficient available capital
resources  to  realize  our  acquisition  strategy.  Such  future  acquisitions,
depending  on  their  size and the form of consideration, may require us to seek
additional  debt  or  equity  financing.

Year  2000  Issue

     The  staff of the Securities and Exchange Commssion has indicated that each
public company should discuss its "Year 2000" issues. The Year 2000 issue arises
because  many  computer  systems were designed to identify a year using only two
digits, instead of four digits, in order to conserve memory and other resources.
For  instance,  "1999"  would  be  held  in  the  memory  of a computer as "99".

     When  the year changes from 1999 to 2000, a two digit system would read the
year  as  changing  from  "99"  to "00." For a variety of reasons, many computer
systems  are  not  designed  to  make  such a date change or are not designed to
"understand"  or  react  appropriately  to such a date change. Therefore, as the
date  changes  to  the  year  2000,  many computer systems could completely stop
working  or  could  perform  in  an  unpredictable  manner.

     The  Company  conducted  a  review  of its computer systems to identify the
systems  which  it anticipated could be affected by the Year 2000 issue, and the
Company  believes that all such systems, were already, or are being converted to
be,  Year  2000  compliant.  Such  conversion,  where  required,  did not entail
material  expenditures  by  the  Company.  Pursuant  to  the Company's Year 2000
planning,  the  Company has requested information regarding the computer systems
of  its key suppliers, customers, creditors, and financial service organizations
and has been informed that they are substantially Year 2000 compliant. There can
be  no  assurance,  however,  that such key organizations are actually year 2000
compliant  and  that the year 2000 issue will not adversely affect the Company's
financial  position  or  results  of  operations.  The Company believes that its
expenditures in addressing its Year 2000 issues will not have a material adverse
effect  on  the  Company's  financial  position  or  results  of  operations.

     For  Year  2000  to  date,  the  Company  has  not experienced any problems
associated  with  Year  2000. However, due to the uncertainties of how Year 2000
may  affect  the  Company's  vendors or customers as the year progresses, we are
unable to determine the effect, if any, on the Company's financial condition, or
results  of  operations.

Contingency  Plans

     The  Company  does not currently have any contingency plans with respect to
Year  2000  issues.  If  in the future the Company identifies a material problem
with a critical system, the Company will develop an appropriate contingency plan
at  that  time.  However,  circumstances  may  occur  for  which  there  are  no
satisfactory  contingency plans, such as airline flight disruptions, airport air
traffic  control  problems,  among  others.

Euro  Conversion  Issue

     On  January  1,  1999,  certain  member  countries  of  the  European Union
established  fixed  conversion  rates  between their existing currencies and the
European  Union's  common  currency  ("Euro").  The  transition  period  for the
introduction  of  the  Euro will be between January 1, 1999 and January 1, 2002.
The  Company is currently evaluating methods to address the many issues involved
with  the  introduction  of  the  Euro,  including the conversion of information
technology  systems,  recalculating  currency  risk,  strategies  concerning
continuity of contracts, and impacts on the processes for preparing taxation and
accounting  records.

     Based  on  the  analysis  performed  to date, the Company believes the Euro
conversion will not have a material adverse impact on the Company's consolidated
financial  statements.


                                       23
<PAGE>
Impact  of  Inflation

     Although  the  Company  cannot  accurately  determine the precise effect of
inflation  on  its  operations,  it  does  not  believe that inflation has had a
material  effect  on  its  revenue  or  results  of  operations  for the periods
presented  herein.  However,  substantial  increases  in  the  Company's  costs,
particularly  labor  or  employee  benefits  costs, would be likely to adversely
affect  the  Company's  revenues  and  operating  results.  In addition, because
inflation would likely materially and adversely affect the airline industry as a
whole,  and  the  Company's  business  depends to a large extent on the economic
health  of  the  airline  industry, an increase in inflation would likely have a
material  adverse  effect  on  the  Company's  revenue  and  operating  results.

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

     The  Company  is  exposed  to  interest  rate  risk  in connection with the
revolving  loans  and the term loan under its Senior Credit Facility, which bear
interest  at  floating  rates.  As of December 31, 1999, there was approximately
$2.4 million outstanding under the revolving loans (at an interest rate of 8.50%
at  such  time) and $4.8 million outstanding under the term loan (at an interest
rate  of  9.25% at such time).  The Company currently believes that the interest
rate  risk  associated  with  these  loans  is  not  material.

     Also,  approximately  8.5%  of  the Company's revenues are generated by its
operations  in  the  United  Kingdom and are denominated in British Pounds.  The
financial  condition  and results of operations of the Company's U.K. operations
are  reported  in  British  Pounds  and then translated into U.S. dollars at the
applicable  rate  for  inclusion  in  the  Company's  consolidated  financial
statements.  As  a  result,  the Company's reported results would be impacted by
changes in the exchange rate between the U.S. dollar and the British Pound.  The
Company  does  not  seek  to  mitigate  this translation risk through the use of
derivative  financial  instruments  and currently believes that such risk is not
material.


                                       24
<PAGE>
                                     PART II
                                OTHER INFORMATION

Item  1.  Legal  Proceedings

     There  are  no  additional  material  legal proceedings pending against the
Company and/or its subsidiaries not previously reported by the Company in Item 3
of  its  Form  10-K  for  the  year  ended  March  31,  1999.

Item  6.  Exhibits  and  Reports  on  Form  8-K

     (a)  Exhibits


27.1      Financial  Data  Schedule


(b)  Reports  on  Form  8-K

     No  report on Form 8-K was filed by the Company during the third quarter of
2000.


                                       25
<PAGE>
SIGNATURES


     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.

                              AIRCRAFT  SERVICE  INTERNATIONAL  GROUP,  INC.

                              By:

                                  /s/  Jeffrey  P.  Hartman
                              ----------------------------------------------
                                  Jeffrey  P.  Hartman
                                  Sr. Vice President and Chief Financial Officer

Date: February 14, 2000

                                       26
<PAGE>