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, 2000

                                       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 of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

               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


                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the 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  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

Yes     X               No

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

Common  Stock, par value $0.01 per share: 100 shares outstanding at February 15,
2001.


<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.

                                    FORM 10-Q

<TABLE>
<CAPTION>

                                        TABLE OF CONTENTS

                                                                                                 PAGE
                                                                                                 ----

PART  I  FINANCIAL  INFORMATION

ITEM  1  Financial  Statements  (Unaudited)

<S>                                                                <C>                             <C>
         Consolidated Balance Sheets - December 31, 2000 and March 31, 2000.                       2
         Consolidated Statements of Operations - Three Months and Nine Months Ended
           December 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . .                        3
         Consolidated Statements of Cash Flows - Nine months ended
           December 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . .                        4
         Notes to Consolidated Financial Statements. . . . . . . . . . .                           5

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

ITEM 3   Quantitative and Qualitative Disclosures about Market Risk                                27

PART II .OTHER INFORMATION

ITEM 5. .Other Information                                                                         28

ITEM 6. .Exhibits and Reports on Form 8-K                                                          29

</TABLE>


<PAGE>



                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS

                                 PART I, ITEM 1



     The 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  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, 2000, 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,
2000  are  not  necessarily  indicative of results to be expected for the fiscal
year  ending  March  31,  2001.

<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                      DECEMBER 31,    MARCH 31,
                                                          2000          2000
                                                          ----          ----
                                                      (UNAUDITED)     (NOTE 1)
<S>                                                   <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $     1,112   $    421
   Accounts receivable, net of allowance of $826 and
      $645, respectively. .  . . . . . . . . . . . .       30,956     24,028
   Prepaid expenses. . . . . . . . . . . . . . . . .        1,413      1,694
   Spare parts and supplies. . . . . . . . . . . . .        2,547      2,428
                                                      ------------  ---------
          Total current assets . . . . . . . . . . .       36,028     28,571

Property, plant and equipment, net of accumulated
   Depreciation of $20,013 and $13,526, respectively       44,031     48,162
Goodwill, net of accumulated amortization of $7,318
    and $5,262, respectively . . . . . . . . . . . .       47,566     49,571
Deferred financing costs, net of accumulated
   Amortization of $1,288 and $889, respectively.. .        2,337      2,736
Receivable from Viad Corporation . . . . . . . . . .            -      2,125
Investments in and advances to joint venture . . . .          501        359
Other assets . . . . . . . . . . . . . . . . . . . .          778        808
                                                      ------------  ---------
          Total assets . . . . . . . . . . . . . . .  $   131,241   $132,332
                                                      ============  =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . .  $     4,620   $  6,387
   Accrued expenses. . . . . . . . . . . . . . . . .       26,149     17,500
   Customer deposits . . . . . . . . . . . . . . . .        3,250      3,645
   Current portion of Term Loan and other. . . . . .          551      1,039
                                                      ------------  ---------
          Total current liabilities. . . . . . . . .       34,570     28,571

Term Loan. . . . . . . . . . . . . . . . . . . . . .        3,750      4,145
Senior Credit Facility . . . . . . . . . . . . . . .        4,439      5,930
Senior Notes . . . . . . . . . . . . . . . . . . . .       80,000     80,000
                                                      ------------  ---------
          Total liabilities. . . . . . . . . . . . .      122,759    118,646

Commitments and contingencies

Stockholder's equity:
   Common stock, $0.01 par value; 1,000 shares
      Authorized; 100 shares issued and outstanding.            -          -
   Paid-in capital . . . . . . . . . . . . . . . . .       27,984     27,800
   Accumulated deficit . . . . . . . . . . . . . . .      (19,251)   (14,095)
   Accumulated other comprehensive loss, net . . . .         (251)       (19)
                                                      ------------  ---------
          Total stockholder's equity . . . . . . . .        8,482     13,686
                                                      ------------  ---------
          Total liabilities and stockholder's equity  $   131,241   $132,332
                                                      ============  =========
</TABLE>

                             See accompanying notes.

<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                               THREE MONTHS ENDED        NINE MONTHS ENDED
                                                 DECEMBER 31               DECEMBER 31,
                                                2000         1999        2000        1999
                                      ---------------  --------------  ---------  ---------
<S>                                   <C>              <C>             <C>        <C>
Revenues . . . . . . . . . . . . . .  $       41,163   $      35,579   $119,674   $103,290
Cost and expenses:
Operating expenses . . . . . . . . .          35,250          29,315    100,315     84,405
 Selling, general and administrative           2,650           1,966      7,950      7,209
 Amortization. . . . . . . . . . . .             688             689      2,065      2,036
 Depreciation. . . . . . . . . . . .           2,216           1,913      6,591      5,390
                                      ---------------  --------------  ---------  ---------
Total cost and expenses. . . . . . .          40,804          33,883    116,921     99,040
                                      ---------------  --------------  ---------  ---------
Operating income . . . . . . . . . .             359           1,696      2,753      4,250
Other income, net. . . . .                        53              66        183        140
Interest income. . . . . . . . . . .               9              41         29         89
Interest and other financial expense          (2,728)         (2,685)    (8,204)    (7,954)
                                      ---------------  --------------  ---------  ---------
Loss before income taxes . . . . . .          (2,307)           (882)    (5,239)    (3,475)
                                      ---------------  --------------  ---------  ---------
Income taxes . . . . . . . . . . . .            (111)              4        (82)        30
                                      ---------------  --------------  ---------  ---------
Net loss . . . . . . . . . . . . . .  $       (2,196)  $        (886)  $ (5,157)  $ (3,505)
                                      ===============  ==============  =========  =========

</TABLE>

                             See accompanying notes.



<PAGE>



                           AIRCRAFT SERVICE INTERNATIONAL GROUP, INC
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (DOLLARS IN THOUSANDS)
                                        (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                           NINE MONTHS ENDED
                                                                                              DECEMBER 31,
                                                                                          2000            1999
                                                                                   -------------------  ---------
<S>                                                                                <C>                  <C>
OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           (5,157)  $ (3,505)

Adjustments to reconcile net loss to net cash provided by operating activities:
 Amortization of intangible assets. . . . . . . . . . . . . . . . . . . . . . . .               2,065      2,036
 Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               6,591      5,390
 Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . . .                 399        420
 Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   -         (2)
 Loss/(Gain) on sale of fixed assets. . . . . . . . . . . . . . . . . . . . . . .                  76        (38)
 Equity in income of joint venture. . . . . . . . . . . . . . . . . . . . . . . .                (186)       (92)
 Changes in operating assets and liabilities, net of effects of
    Acquisition:
     Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (4,850)    (4,008)
     Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (84)    (2,828)
     Spare parts and supplies . . . . . . . . . . . . . . . . . . . . . . . . . .                (119)      (261)
     Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  30        123
     Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (1,767)     2,599
     Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               8,649      1,997
     Customer deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (395)       (29)
                                                                                   -------------------  ---------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . .               5,252      1,802
INVESTING ACTIVITIES
Purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . . .              (2,171)    (7,203)
Purchase of Elsinore business, less cash acquired of $9 . . . . . . . . . . . . .                   -     (6,005)
Purchase of ACE business. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (16)         -
                                                                                   -------------------  ---------
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . .              (2,187)   (13,208)
FINANCING ACTIVITIES
Deferred financing costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   -        (77)
(Repayments)/proceeds on promissory note. . . . . . . . . . . . . . . . . . . . .                (508)     4,727
Repayments under Senior Credit Facility . . . . . . . . . . . . . . . . . . . . .              (1,491)      (476)
Proceeds from equity contribution . . . . . . . . . . . . . . . . . . . . . . . .                   -      3,700
(Repayments)/proceeds from Term Loan. . . . . . . . . . . . . . . . . . . . . . .                (375)       899
                                                                                   -------------------  ---------
Net cash provided by/(used in) financing activities . . . . . . . . . . . . . . .              (2,374)     8,773
                                                                                   -------------------  ---------

Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . .                 691     (2,633)
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . .                 421      3,311
                                                                                   -------------------  ---------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . .  $            1,112   $    678
                                                                                   ===================  =========

</TABLE>


                             See accompanying notes.

<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

1.  BASIS  OF  PRESENTATION  AND  NATURE  OF  BUSINESS

BASIS  OF  PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the instructions to Form 10-Q and article 10 of
Regulation  S-X.  Accordingly,  they  do  not include all of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial  statements. In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been  included.  Operating  results for the three and nine months ended December
31,  2000 are not necessarily indicative of the results that may be expected for
the  year  ending  March  31,  2001.  For  further  information,  refer  to  the
consolidated  financial  statements  and  footnotes  thereto  included  in  the
Company's  annual  report  on  Form  10-K  for  the  year  ended March 31, 2000.

The  balance sheet at March 31, 2000 has been derived from the audited financial
statements  at  that  date  but  does  not  include  all  of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial  statements.

On  May  20,  1999,  ASIG  Ground  Services,  Inc.  ("AGS"),  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.  AGS  will  primarily  continue  the  same  business  as
previously  conducted by Elsinore.  The Company and its sole shareholder, Ranger
Aerospace, are guarantors of AGS's obligations under the agreement governing the
asset  purchase.

The  total  consideration paid by AGS 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.  The promissory note had a maturity of one
year from the date of purchase, and was subject to post-closing adjustments.  In
March  2000,  a  working  capital adjustment of approximately $407 to reduce the
note  payable was made pursuant to an agreement with General William Lyon, which
reduced  goodwill.  No further adjustments are anticipated.  The promissory note
was  paid in full on May 19, 2000.  The Company borrowed the cash portion of the
purchase price from Key Corporate Capital, Inc. ("Key") pursuant to the terms of
an amendment to the Company's existing senior credit facility, which the Company
recorded  on  the  books  of  AGS.

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 is classified as goodwill and is being amortized over
20  years.


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)

1.  BASIS  OF  PRESENTATION  AND  NATURE  OF  BUSINESS  (CONTINUED)

The  following  is  a  summary  of  the  purchase  price  allocation:

<TABLE>
<CAPTION>

<S>                                         <C>
Net working capital, including cash of $9.  $1,110
Property, plant and equipment. . . . . . .     799
Other assets . . . . . . . . . . . . . . .     130
Goodwill . . . . . . . . . . . . . . . . .   3,453
                                            ------
                                            $5,492
                                            ======
The purchase price was funded as follows:

Senior Credit Facility (see Note 4). . . .  $5,000
Promissory note (see Note 4) . . . . . . .     492
                                            ------
                                            $5,492
                                            ======
</TABLE>

     The  following  unaudited pro forma data presents a summary of consolidated
results of operations of the Company for the nine months ended December 31, 2000
as  if  the  Elsinore  acquisition  had  occurred  on  April  1,  1999:

<TABLE>
<CAPTION>

           Nine Months Ended
           December 31, 1999
          -------------------
<S>       <C>
Revenue.  $          105,042
Net loss  $           (3,588)
</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
operations which  actually  would  have  resulted  had  the Elsinore acquisition
occurred  on  April  1, 1999, or of future results of operations of the Company.

NATURE  OF  BUSINESS

     The  Company  and  its  subsidiaries  provide  aviation  fueling  services,
aircraft  ground services and other aviation services at various airports in the
United  States,  Europe  and  the  Caribbean.

<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)

2.  NEW  ACCOUNTING  STANDARD

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
Accounting  Bulletin  No.  101  (SAB  101),  "Revenue  Recognition  in Financial
Statements".  The  SEC staff subsequently amended SAB 101 to provide registrants
with additional time to implement SAB 101.  The Company is required to adopt SAB
101  by  the  fourth  quarter of fiscal 2001, applied retroactively to the first
quarter  of fiscal 2001.  The Company does not expect the adoption of SAB 101 to
have  a  material  effect  on  its  consolidated  financial position, results of
operations  or  cash  flows.

<TABLE>
<CAPTION>

3.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at December 31, 2000:

<S>                                                                             <C>
  Operating equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 53,239
  Buildings and leasehold improvements . . . . . . . . . . . . . . . . . . . .     7,347
  Office furniture and equipment . . . . . . . . . . . . . . . . . . . . . . .     2,573
  Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . .       885
                                                                                ---------
                                                                                  64,044
  Accumulated depreciation and amortization. . . . . . . . . . . . . . . . . .   (20,013)
                                                                                ---------
                                                                                $ 44,031
                                                                                =========
</TABLE>


<TABLE>
<CAPTION>

4.  ACCRUED EXPENSES
<S>                                                                  <C>
  Accrued expenses consisted of the following at December 31, 2000:

  Salaries and wages. . . . . . . . . . . . . . . . . . . . . . . .  $ 4,334
  Damage claims . . . . . . . . . . . . . . . . . . . . . . . . . .    1,301
  Pension liability . . . . . . . . . . . . . . . . . . . . . . . .      292
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . .    3,419
  Consortium funds. . . . . . . . . . . . . . . . . . . . . . . . .   11,684
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,119
                                                                     -------
                                                                     $26,149
                                                                     =======
</TABLE>


5.  NOTES  PAYABLE

SENIOR  CREDIT  FACILITY
------------------------

     On April 2, 1998, the Company 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.  In July 2000, the Company
amended  its  Senior  Credit Facility to increase the amount available under the
facility  to  $15  million.

<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)

5.  NOTES  PAYABLE (Continued)

SENIOR  CREDIT  FACILITY(CONTINUED)
------------------------

     Indebtedness  of the Company under the Senior Credit Facility is guaranteed
by each of the Company's 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, (iv) certain cash and cash equivalents related to
the  foregoing,  and  (v)  all  proceeds  from  (i)  to  (iv)  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  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  will  range  from  1.25%  to 2.25% based on the Company's Leverage
Ratio.

     The  Senior  Credit Facility requires the Company to meet certain financial
tests,  including, a minimum yearly earning before interest, taxes, depreciation
and  amortization  "EBITDA",  as  defined  test 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 $4,439 outstanding under the Senior Credit Facility
as  of  December  31,  2000.  The  amounts  outstanding  under the Senior Credit
Facility  bear  interest  at 9.5%.  As of December 31, 2000, there was $9,274 of
available  credit  under  the  Senior  Credit  Facility.

TERM  LOAN
----------

     On May 20, 1999, the Senior Credit Facility was amended to add a $5 million
Term  Loan (the "Term Loan"). The proceeds of the Term Loan were used as part of
the  purchase price for the assets of Elsinore, L.P. (See Note 1). The Term Loan
is  payable  in  quarterly  installments  in arrears at varying amounts 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. Furthermore, the requirement to meet a
minimum  interest  coverage  test  is  no longer applicable as of April 1, 1999.
Rather, the Company must meet a minimum EBITDA test. The Term Loan is secured by
all  of the Company's (i) equipment, (ii) amounts, (if any) held in a commercial
deposit  account  with the lending bank, (iii) certain cash and cash equivalents
related  to  the forgoing and (iv) all proceeds from (i) to (iii) inclusive.  As
of  December  31,  2000,  $4,250  was  outstanding  under  the  Term  Loan.

6.  SENIOR  NOTES

     On  April  2,  1998,  the  Company issued $75 million of notes (the "Senior
Increasing Rate Notes"). The proceeds from the Senior Increasing Rate Notes were
used  to  consummate the Acquisition. On August 18, 1998, the Company 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, the Company
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.

<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)

6.  SENIOR  NOTES  (CONTINUED)

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,  the Company may redeem at its
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 the
principal  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  9).

     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.

7.  COMMITMENTS  AND  CONTINGENCIES

     The  Company  is  engaged  in  litigation  arising  in the normal course of
business.  Management believes that the outcome of such litigation will not have
a  material adverse effect on the Company's financial position or its results of
operations.

     The  Company  is  subject to compliance obligations and liabilities imposed
pursuant to federal, state, local and foreign environmental and workplace health
and safety requirements, including CERCLA. In particular, the Company's aviation
fueling  services  are  subject  to  liabilities and obligations relating to the
above  ground  and  underground  storage  of,  and  the  release and cleanup of,
petroleum  products.  Although the Company believes it is in material compliance
with  environmental, health and safety requirements, the possibility exists that
noncompliance  could  occur or be identified in the future, and the penalties or
costs  of  corrective  action associated therewith could have a material adverse
effect  on the Company's business, operating results and financial condition. In
addition,  requirements are complex, change frequently and have tended to become
more  stringent over time, and there can be no assurance that these requirements
will  not  change  in the future in a manner that could materially and adversely
affect  the  Company.

     The  Company  is  currently conducting or funding, or expects to conduct or
fund,  environmental  investigations,  monitoring and cleanups at certain of its
previously  or  currently  operated  facilities.  Also,  from  time to time, the
Company  receives  notices  of  potential liability for cleanup costs associated
with  offsite  waste recycling or disposal facilities at which wastes associated
with  its  operations  allegedly  have  come to be located. In addition, airport
authorities  are  coming  under  increasing  pressure  to  clean  up  previous
contamination  at  their  facilities and are seeking financial contribution from
airport  tenants  and  companies  which  operate at their airports. Although the
Company  has  taken  steps  to mitigate or remove the foregoing liabilities, the
Company could bear direct liability for the foregoing matters and such liability
could  have  a  material  adverse  effect  on  the Company's business, operating
results  and  financial  condition.

     On  April  1,  1998,  the  Company completed the Acquisition for a purchase
price  of  approximately  $95  million  in cash plus fees and direct acquisition
costs of approximately $4.1 million.  The original purchase price was subject to
a purchase price adjustment in favor of the Company for any shortfall in the net
asset  value, net working capital or required cash (as such terms are defined in
the  purchase agreement) of the ASIG business from the levels represented at the
closing  of  the Acquisition.  The purchase price was also subject to adjustment
in  favor  of Viad Corporation ("Viad") in an amount equal to the amount of cash
in the ASIG business at the closing of the Acquisition in excess of the required
cash.  As  a  result  of  the  purchase  price


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)

7.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

adjustments,  the  Company was due a purchase price settlement of $2.125 million
from  Viad,  which  is  shown  in  the  accompanying March 31, 2000 consolidated
balance  sheet as a receivable.  The Company and Viad disputed the amount of the
purchase  price  settlement.  Both  Viad  and the Company submitted claims to an
independent  arbitrator.

     In  early  August  2000,  the  Company  learned  that it had prevailed in a
neutral  auditor/arbitration  process  with  respect to its claim for a purchase
price  adjustment  from Viad.  As a result of this favorable ruling, the Company
received  payment  of $2,014 from Viad on August 28, 2000.  The Company also had
additional indemnification claims against Viad.  On August 28, 2000, the Company
settled  and received $400 in payment for the additional indemnification claims.

     Approximately  56.2%  of  the  Company's employees are represented by labor
unions.  There  are  currently  approximately 33 collective bargaining contracts
(among  7  separate  union entities) in place, almost all of which have terms of
three  years.  Contract  expirations  are staggered with approximately one-third
coming  up  for  renewal  each  year.  The Company believes that it has had good
relations  with  the  several  unions  representing  its  employees.

     Tioga  Capital Corporation, an affiliate of the Chairman of the Company and
Ranger,  will  receive a bonus of $1,350 if the Company satisfies certain market
value  and  liquidity  requirements in connection with a sale of the business of
Ranger  or  the  Company  or  a  public offering of equity securities of Ranger.

8.  DEFINITIVE  AGREEMENT  FOR  MERGER

On  November  15,  2000,  Ranger,  the  Company,  and  Signature  Flight Support
Corporation  ("Buyer"),  a  wholly-owned  subsidiary  of  BBA Group, plc ("BBA")
announced  that  they  entered into a definitive agreement under which Signature
will  acquire  Ranger  stock  for  a  total  consideration of approximately $152
million,  in addition to the assumption of the Senior Notes and the repayment of
the  Company's  debt  (the  "Merger").  Closing  of the Merger is subject to the
satisfaction  or  waiver  of  the  following  conditions:

-     any  waiting period applicable to the consummation of the Merger under the
Hart  Scott Rodino Act shall have expired or been terminated and the Company and
Buyer shall have received the required consent and approval of the German Merger
Control  Authority;

-     no Governmental Entity or federal or state court of competent jurisdiction
shall  have  enacted,  issued  or  enforced  any  statute,  regulation,  decree,
injunction  or  other  order  which has become final and nonappealable and which
prohibits  the  consummation  of  the  Merger;

-     the Company shall have obtained any necessary consent or approval required
by  the  Gatwick  Airport  Authority;

-     all  outstanding  warrants and options issued by the Company shall, by the
terms  of  any agreement or plan pursuant to which they were issued, entitle the
holders  thereof  to receive  only the consideration  set  forth in  the  Merger
agreement;  and

-     the  Company's  shareholders  shall  have  approved  the  Merger.


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)

8.  DEFINITIVE  AGREEMENT  FOR  MERGER  (CONTINUED)

The  Merger  is  also  subject  to  the  following  additional  conditions:

-     The  representations and warranties of the Company contained in the Merger
agreement (disregarding any qualifications as to materiality or Company Material
Adverse  Effect  or  similar qualifications contained therein) shall be true and
correct  in all respects as of the date the Merger Agreement was executed and as
of the closing of the Merger as though made on and as of the date of the closing
of  the Merger, except for those failures of such representations and warranties
to  be  true  and  correct  which  individually or in the aggregate would not be
reasonably  likely to have a Company Material Adverse Effect.  For this purpose,
Company  Material Adverse Effect is defined as, "any change or effect that is or
would  be  materially  adverse  to  the  assets, business, prospects, results of
operations  or  financial condition of the Company and the Company subsidiaries,
taken  as  whole  (other than changes or effects that are the result of economic
factors  affecting  the  economy  or  financial  markets as a whole or generally
affecting  the  aviation  services  markets  or that arise out of or result from
actions  contemplated  by  the  parties in connection with this Agreement or the
announcement  or  performance of this Agreement or the transactions contemplated
by  this  Agreement)."

-     The  Company  and  the Shareholders shall have performed and complied with
all of their respective covenants hereunder in all material respects through the
closing.

-     The  Company  shall  have  delivered  to the Buyer and Merger Subsidiary a
certificate  signed  by  an  executive officer of the Company to the effect that
each  of  the  conditions  noted  above  are  satisfied  in  all  respects.

-     The  representations  and  warranties of the Buyer contained in the Merger
agreement  shall  be  true  and  correct  in  all  material  respects.

-     The  Buyer  shall  have  performed  and complied with all of its covenants
hereunder  in  all  material  respects  through  the  closing.

-     The  Buyer  shall  have  delivered  to  the  Buyer and Merger Subsidiary a
certificate  signed  by  an  executive officer of the Company to the effect that
each  of  the  conditions  noted  above  are satisfied in all material respects.

The  consummation  of  the  Merger  will trigger Change of Control provisions in
ASIG's  $80,000,000  Senior  Notes,  thus  requiring the Buyer to tender for the
bonds at a purchase price equal to 101% of the principal amount.

On  January  4,  2001,  the  Buyer  commenced  a  tender  offer  for  all of the
outstanding  11%  Senior  Notes due 2005 of the Company.  In connection with the
tender  offer, the Buyer is also seeking consents to certain proposed amendments
to  the  Indenture  under  which  Senior  Notes were issued.  The purpose of the
proposed  amendments  is to eliminate certain restrictive covenants contained in
the  Indenture,  thereby  affording  the  Company  additional  financial  and
operational flexibility.  The purchase price under the tender offer is $1,181.89
per $1,000 principal amount of Senior Notes tendered (of which $20 constitutes a
consent  payment),  plus accrued but unpaid interest to (but excluding) the date
of  payment  of  such purchase price.  The tender offer is currently expected to
expire  at 5:00 P.M., New York City time, on February 23, 2001, unless extended.

The  tender  offer  is  conditioned upon, among other things, the receipt of the
requisite  consents  to  adopt the proposed amendments and the completion of the
Merger.  The offer is made only by an Offer to Purchase and Consent Solicitation
Statement  date  January  4,  2001  and  the  Related  Letter of Transmittal and
Consent.

<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)

8.  DEFINITIVE  AGREEMENT  FOR  MERGER  (CONTINUED)

On  February 14, 2001, counsel for the Buyer informed the Company that the Buyer
believes  the  first  additional  closing  condition  listed  above has not been
satisfied.  The  Company  informed  the  Buyer  that  it  believes  all  closing
conditions  other than the expiration or termination of the waiting period under
the  Hart  Scott Rodino Act have been satisfied.  The Company expects to discuss
with  the  Buyer  the  basis  for  the  Buyer's  view  of  the  matter.

There  is  no  assurance  that  the Merger will occur and in light of the notice
given  by  the  Buyer,  a  possibility  exists  that  the Merger will not occur.

9  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATING  FINANCIAL  STATEMENTS

     In  connection with the acquisition as discussed in Note 1 to the Company's
consolidated  financial statements included in its annual report to shareholders
on  Form  10-K, the Company offered $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., ASIG Miami Inc. (formerly known
as Dispatch Services, Inc.), ASIG Fueling Miami, Inc. (formerly known as Florida
Aviation  Fueling  Co.),  and  ASIG  Ground  Services,  Inc.  (formerly known as
Elsinore  Acquisition  Corporation).  The  condensed  consolidating  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 consolidating 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.  (or the Predecessor) do so because all amounts that
would  appear  in  the  column  are  zero.


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                             (DOLLARS IN THOUSANDS)


9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING/COMBINING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>

                                     CONSOLIDATED BALANCE SHEET
                                         DECEMBER 31, 2000

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

Current Assets:
 Cash and equivalents . . . . . . . . . . . .  $        59   $          86  $         967   $  1,112
 Accounts receivable, net . . . . . . . . . .            -          28,234          2,722     30,956
 Prepaid expenses . . . . . . . . . . . . . .           19           1,304             90      1,413
 Spare parts and supplies . . . . . . . . . .           --           2,516             31      2,547
                                               ------------  -------------  --------------  ---------
 Total current assets . . . . . . . . . . . .           78          32,140          3,810     36,028

Property, plant and equipment, net. . . . . .           63          40,724          3,244     44,031
Goodwill, net . . . . . . . . . . . . . . . .           --          46,967            599     47,566
Deferred financing costs, net . . . . . . . .        2,337              --             --      2,337
Investments in and advances in joint venture.           --               1            500        501
Other assets. . . . . . . . . . . . . . . . .            4             863            (89)       778
                                               ------------  -------------  --------------  ---------
Total assets. . . . . . . . . . . . . . . . .  $     2,482   $     120,695  $       8,064   $131,241
                                               ============  =============  ==============  =========


LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
 Accounts payable . . . . . . . . . . . . . .  $        --   $       4,353  $         267   $  4,620
 Due to (from) affiliates . . . . . . . . . .      (83,108)         83,899           (791)        --
 Notes payable to affiliates. . . . . . . . .       (7,108)             --          7,108         --
 Accrued expenses . . . . . . . . . . . . . .        3,437          21,846            866     26,149
 Customer deposits. . . . . . . . . . . . . .           --           3,130            120      3,250
 Current portion of  Term  Loan and other . .           --               1            550        551
                                               ------------  -------------  --------------  ---------
 Total current liabilities. . . . . . . . . .      (86,779)        113,229          8,120     34,570

Notes payable . . . . . . . . . . . . . . . .        8,189              --             --      8,189
Senior Notes. . . . . . . . . . . . . . . . .       80,000              --             --     80,000
                                               ------------  -------------  --------------  ---------
 Total liabilities. . . . . . . . . . . . . .        1,410         113,229          8,120    122,759
Stockholder's Equity:
 Common stock . . . . . . . . . . . . . . . .           --              --             --         --
 Paid-in capital. . . . . . . . . . . . . . .       27,984              --             --     27,984
 Retained earnings (accumulated deficit). . .      (26,912)          7,466            195    (19,251)
 Accumulated other comprehensive loss, net. .           --              --           (251)      (251)
                                               ------------  -------------  --------------  ---------
 Total stockholder's equity . . . . . . . . .        1,072           7,466            (56)     8,482
                                               ------------  -------------  --------------  ---------
 Total liabilities and stockholder's equity .  $     2,482   $     120,695  $       8,064   $131,241
                                               ============  =============  ==============  =========
</TABLE>


<PAGE>


                         AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (DOLLARS IN THOUSANDS)


9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING/COMBINING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>



                                    CONSOLIDATED BALANCE SHEET
                                         MARCH 31, 2000

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

Current Assets:
 Cash and equivalents . . . . . . . . . . . .  $       111   $         (14)  $         324   $    421
 Accounts receivable, net . . . . . . . . . .           --          21,953           2,075     24,028
 Prepaid expenses . . . . . . . . . . . . . .           27           1,159             508      1,694
 Spare parts and supplies . . . . . . . . . .           --           2,394              34      2,428
                                               ------------  --------------  --------------  ---------
 Total current assets . . . . . . . . . . . .          138          25,492           2,941     28,571

Property, plant and equipment, net. . . . . .           77          45,176           2,909     48,162
Due from affiliates . . . . . . . . . . . . .          112            (112)             --         --
Goodwill, net . . . . . . . . . . . . . . . .           --          49,006             565     49,571
Deferred financing costs, net . . . . . . . .        2,736              --              --      2,736
Investments in and advances in joint venture.           --               1             358        359
Receivable from Viad. . . . . . . . . . . . .        2,125              --              --      2,125
Other assets. . . . . . . . . . . . . . . . .            4             798               6        808
                                               ------------  --------------  --------------  ---------
Total assets. . . . . . . . . . . . . . . . .  $     5,192   $     120,361   $       6,779   $132,332
                                               ============  ==============  ==============  =========


LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
 Accounts payable . . . . . . . . . . . . . .  $        --   $       6,049   $         338   $  6,387
 Due to (from) affiliates . . . . . . . . . .      (82,754)         89,102          (6,348)        --
 Notes payable to affiliates. . . . . . . . .      (12,193)             --          12,193         --
 Accrued expenses . . . . . . . . . . . . . .        1,271          15,134           1,095     17,500
 Customer deposits. . . . . . . . . . . . . .           --           3,519             126      3,645
 Current portion of notes payable and Term
    Loan and other. . . . . . . . . . . . . .          500             491              48      1,039
                                               ------------  --------------  --------------  ---------
 Total current liabilities. . . . . . . . . .      (93,176)        114,295           7,452     28,571

Notes payable . . . . . . . . . . . . . . . .       10,055              --              20     10,075
Senior Notes. . . . . . . . . . . . . . . . .       80,000              --              --     80,000
                                               ------------  --------------  --------------  ---------
 Total liabilities. . . . . . . . . . . . . .       (3,121)        114,295           7,472    118,646
Stockholder's Equity:
 Common stock . . . . . . . . . . . . . . . .           --              --              --         --
 Paid-in capital. . . . . . . . . . . . . . .       27,800              --              --     27,800
 Retained earnings (accumulated deficit). . .      (19,487)          6,066            (674)   (14,095)
 Accumulated other comprehensive income . . .           --              --             (19)       (19)
                                               ------------  --------------  --------------  ---------
 Total stockholder's equity . . . . . . . . .        8,313           6,066            (693)    13,686
                                               ------------  --------------  --------------  ---------
 Total liabilities and stockholder's equity .  $     5,192   $     120,361   $       6,779   $132,332
                                               ============  ==============  ==============  =========
</TABLE>




<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>


                             CONSOLIDATED STATEMENT OF OPERATIONS
                             THREE MONTHS ENDED DECEMBER 31, 2000

                                                                         NON-
                                                       GUARANTOR       GUARANTOR   CONSOLIDATED
                                        ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES    TOTAL
                                        ----------    ------------    ------------  ---------
<S>                                    <C>           <C>             <C>             <C>
Revenues. . . . . . . . . . . . . . .  $         -   $      36,934   $       4,229   $41,163

Cost and expenses:
 Operating expenses . . . . . . . . .           12          31,670           3,568    35,250
 Selling, general and administrative.            8           2,315             327     2,650
 Amortization . . . . . . . . . . . .            -             683               5       688
 Depreciation . . . . . . . . . . . .            5           2,040             171     2,216
                                       ------------  --------------  --------------  --------
Total cost and expenses . . . . . . .           25          36,708           4,071    40,804
                                       ------------  --------------  --------------  --------
Operating income (loss) . . . . . . .          (25)            226             158       359


Other income, net . . . . .                      -               7              46        53
Interest income . . . . . . . . . . .            1               7               1         9
Interest and other financial expense.       (2,451)           (139)           (138)   (2,728)
                                       ------------  --------------  --------------  --------
Income (loss) before income taxes . .       (2,475)            101              67    (2,307)

Income taxes. . . . . . . . . . . . .            -              18            (129)     (111)
                                       ------------  --------------  --------------  --------
Net income (loss) . . . . . . . . . .  $    (2,475)  $          83   $         196   $(2,196)
                                       ============  ==============  ==============  ========
</TABLE>


<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>


                             CONSOLIDATED STATEMENT OF OPERATIONS
                             THREE MONTHS ENDED DECEMBER 31, 1999

                                                                        NON-
                                                       GUARANTOR      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, 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>


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>


                             CONSOLIDATED STATEMENT OF OPERATIONS
                              NINE MONTHS ENDED DECEMBER 31, 2000

                                                                          NON-
                                                       GUARANTOR        GUARANTOR   CONSOLIDATED
                                        ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES     TOTAL
                                        ----------    ------------    ------------  ----------
<S>                                    <C>           <C>             <C>             <C>
Revenues. . . . . . . . . . . . . . .  $         -   $     106,783   $      12,891   $119,674

Cost and expenses:
 Operating expenses . . . . . . . . .           22          89,827          10,466    100,315
 Selling, general and administrative.           15           6,989             946      7,950
 Amortization . . . . . . . . . . . .            -           2,049              16      2,065
 Depreciation . . . . . . . . . . . .           13           6,078             500      6,591
                                       ------------  --------------  --------------  ---------
Total cost and expenses . . . . . . .           50         104,943          11,928    116,921
                                       ------------  --------------  --------------  ---------
Operating income (loss) . . . . . . .          (50)          1,840             963      2,753


Other income (expense), net . . . . .            -              (5)            188        183
Interest income . . . . . . . . . . .            2              25               2         29
Interest and other financial expense.       (7,405)           (385)           (414)    (8,204)
                                       ------------  --------------  --------------  ---------
Income (loss) before income taxes . .       (7,453)          1,475             739     (5,239)

Income taxes. . . . . . . . . . . . .            -              47            (129)       (82)
                                       ------------  --------------  --------------  ---------
Net income (loss) . . . . . . . . . .  $    (7,453)  $       1,428   $         868   $ (5,157)
                                       ============  ==============  ==============  =========
</TABLE>


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>


                             CONSOLIDATED STATEMENT OF OPERATIONS
                              NINE MONTHS ENDED DECEMBER 31, 1999

                                                                         NON-
                                                       GUARANTOR      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>


<PAGE>

                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
      STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>

                                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                       NINE MONTHS ENDED DECEMBER 31, 2000

                                                                                              NON
                                                                           GUARANTOR       GUARANTOR    CONSOLIDATED
                                                            ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES    TOTAL
                                                           ------------  --------------  --------------  --------

<S>                                                        <C>           <C>             <C>             <C>
OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . .  $    (7,424)  $       1,399   $         868   $(5,157)
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
 Amortization of intangible assets. . . . . . . . . . . .            -           2,049              16     2,065
 Depreciation . . . . . . . . . . . . . . . . . . . . . .           12           6,079             500     6,591
 Amortization of deferred financing costs . . . . . . . .          399               -               -       399
 Deferred income taxes. . . . . . . . . . . . . . . . . .            -              (2)              2         -
 (Gain)/Loss on sale of fixed assets. . . . . . . . . . .            -              73               3        76
 Equity income in joint venture . . . . . . . . . . . . .            -               -            (186)     (186)
 Changes in operating assets and liabilities:
   Accounts receivable. . . . . . . . . . . . . . . . . .        2,237          (6,208)           (879)   (4,850)
   Due from (to) affiliates . . . . . . . . . . . . . . .       12,701          (6,809)         (5,892)        -
   Prepaid expenses . . . . . . . . . . . . . . . . . . .            8            (145)             53       (84)
   Spare parts and supplies . . . . . . . . . . . . . . .            -            (122)              3      (119)
   Other assets . . . . . . . . . . . . . . . . . . . . .            -            (203)            233        30
   Accounts payable . . . . . . . . . . . . . . . . . . .            -          (1,696)            (71)   (1,767)
   Accrued expenses . . . . . . . . . . . . . . . . . . .       (5,796)          7,936           6,509     8,649
   Customer deposits. . . . . . . . . . . . . . . . . . .            -            (390)             (5)     (395)
                                                           ------------  --------------  --------------  --------
Net cash provided by operating activities . . . . . . . .        2,137           1,961           1,154     5,252

INVESTING ACTIVITIES
Purchases of property, plant and equipment. . . . . . . .            -          (1,698)           (473)   (2,171)
Investment in joint venture . . . . . . . . . . . . . . .            -             (67)             67         -
Investment in ACE . . . . . . . . . . . . . . . . . . . .            -             195            (211)      (16)
                                                           ------------  --------------  --------------  --------
Net cash used in investing activities . . . . . . . . . .            -          (1,570)           (617)   (2,187)

FINANCING ACTIVITIES
(Repayments)/proceeds of borrowings on promissory note
                                                                  (508)            (31)             31      (508)
Repayments of Senior Credit Facility. . . . . . . . . . .       (1,491)              -               -    (1,491)

(Repayments)/proceeds from equity contribution. . . . .            185            (185)              -         -
Repayments of Term Note borrowings. . . . . . . . . . . .         (375)              -               -      (375)
                                                           ------------  --------------  --------------  --------

Net cash provided by/(used in) financing activities . .         (2,189)           (216)             31    (2,374)
                                                           ------------  --------------  --------------  --------

Net increase/(decrease) in cash . . . . . . . . . . . . .          (52)            175             568       691
Cash at the beginning of the period . . . . . . . . . . .          111             (90)            400       421
                                                           ------------  --------------  --------------  --------
Cash at the end of the period . . . . . . . . . . . . . .  $        59   $          85   $         968   $ 1,112
                                                           ============  ==============  ==============  ========

</TABLE>





<PAGE>


                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

9.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL
      STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>

                                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                       NINE MONTHS ENDED DECEMBER 31, 1999

                                                                                           NON
                                                                         GUARANTOR       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           2,019              16      2,036
 Depreciation . . . . . . . . . . . . . . . . . . . . .           13           4,943             434      5,390
 Amortization of deferred financing costs . . . . . . .          419               1               -        420
 Deferred income taxes. . . . . . . . . . . . . . . . .            -              (2)              -         (2)
 (Gain)/Loss on sale of fixed assets. . . . . . . . . .            -             (30)             (8)       (38)
 Equity income in joint venture . . . . . . . . . . . .            -               -             (92)       (92)
 Changes in operating assets and
   liabilities, net of acquisition:
   Accounts receivable. . . . . . . . . . . . . . . . .         (103)         (2,773)         (1,132)    (4,008)
   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) by 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 business, less cash
 acquired of $9                                                   23          (6,028)              -     (6,005)
                                                         ------------  --------------  --------------  ---------

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

FINANCING ACTIVITIES
(Repayments)/proceeds from borrowings on
 promissory note
                                                                   -             899               -        899
(Repayments)/borrowings under Senior
 Credit Facility. . . . . . . . . . . . . . . . . . . .         (826)            330              20       (476)
Proceeds from equity contribution . . . . . . . . . . .            -           3,700               -      3,700
Borrowings on Senior Credit Facility. . . . . . . . . .        4,250             477               -      4,727
Deferred financing costs. . . . . . . . . . . . . . . .          (77)              -               -        (77)
                                                         ------------  --------------  --------------  ---------
                                                               3,347
                                                         ------------
Net cash provided by financing activities . . . . . . .        5,406              20           8,773
                                                         ------------  --------------  --------------

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


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS

     The  following  discussion  of  the  Company's  consolidated  results  of
operations  and  financial  condition  should  be  read  in conjunction with the
consolidated financial statements and the Notes thereto, which appear in Part I,
Item  1  of  this  Form  10-Q.

FORWARD-LOOKING INFORMATION

     This  report  contains  statements  that  may  constitute  "forward-looking
statements" as defined in Section 27A of the Securities Act of 1933, as amended,
and  Section  21E  of  the  Securities  Exchange  Act  of 1934, as amended. Such
forward-looking  statements are based on management's current plans, beliefs and
expectations  as  well  as  on  assumptions  made  by  and information currently
available to the Company at the time these forward-looking statements were made.
When  used  in  this  report, words such as "anticipate," "believe," "estimate",
"expect,"  "intends" and similar expressions, as they relate to the Company, are
intended  to  identify  forward-looking  statements.  These  forward-looking
statements  are  subject  to  various  risks  and uncertainties that could cause
actual results to differ from those described in the forward-looking statements.
Such  risks  and  uncertainties include, but are not limited to: the substantial
leverage  of the Company; restrictions imposed by the Senior Credit Facility and
the  Indenture;  general  economic  conditions;  effects  of  aviation  fuel
availability  and  price  increases  on  customers;  the  credit  quality of the
Company's  receivables;  dependence  on  significant customers; competition; the
nature  of  the  Company's  contracts;  the  nature and rights of the Company to
operate  at  airports;  the Company's participation in a regulated industry; the
Company's  relationship with its unions and ability to retain employees; and its
dependence  upon  key  personnel.  This  list  of risks and uncertainties is not
intended  to  be  exhaustive  and  should  be  read  in  conjunction  with other
cautionary  statements  made  in  this report, in other reports and registration
statements  of  the  Company  filed  from time to time with the SEC and in press
releases  issued  by  the  Company  from  time  to  time.

OVERVIEW

     The  Company's  business includes aviation fueling services (63% of quarter
ended  December  31,  2000  revenues);  aircraft ground services (34%) and other
aviation  services  (3%).  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).

     An  investor group capitalized Ranger Aerospace Corporation ("Ranger") with
an aggregate investment of $24.1 million, all of which was contributed as equity
to the Company, by Ranger, in return for all of the Company's outstanding common
stock  on  April  1,  1998.  The net proceeds from the equity investment and the
Company's  issuance  of $75 million of Senior Increasing Rate Notes were used to
consummate  the  acquisition  of  the  ASIG  business  from Viad for $95 million
(subject  to  final  adjustments).  Concurrent  with the acquisition of the ASIG
business  (the  "Acquisition"),  the  Company  entered into a $10 million senior
credit  facility which was subsequently amended in May 1999 and increased to $15
million  to consummate the purchase of the assets of Elsinore L.P. ("Elsinore").
Additional equity of $3.7 million was contributed to the Company in August 1999.

Revenues

     Into-plane  fueling  service consists of providing airplanes with specified
amounts of fuel from fuel storage facilities located at or near the airport. The
Company generally records revenue from its into-plane fueling contracts based on
a  fee  per  gallon  of  fuel  delivered.  Fuel system maintenance and operation
consists  of  the  maintenance  and  operation  of the fuel storage and delivery
systems  at  an  airport. These systems are typically composed of storage tanks,
pumps,  pipes  and filter/separators. The Company generally records revenue from
its maintenance and operation contracts based on reimbursement of costs, plus an
additional  monthly fee. In addition, the Company sells aviation fuel to private
aircraft  at  retail  prices  at  locations  where  it  has  FBOs.


<PAGE>

Revenues (Continued)

     Ground  handling services consist of the provision of ground handling crews
and  all  necessary  ground support equipment to process airline flights through
the full range of on-the-ground services. Aircraft interior grooming consists of
the  cleaning  of aircraft cabins between flights and cargo handling consists of
the  loading,  warehousing  and  documentation  of  cargo. Passenger and traffic
services include passenger ticketing, check-in and boarding, security clearance,
special  assistance  and  skycap  services.

     FBOs  generally  include  the  provision  of  terminal  services,  pilot
facilities,  maintenance,  weather  service, flight planning and hangar space to
private,  executive  and  corporate  aircraft. For each of these aircraft ground
services,  other  than FBOs, the Company is generally compensated by a fixed fee
for  each  aircraft  serviced,  based on the size of the aircraft. For FBOs, the
Company  is generally compensated by a fixed fee for specific services rendered.

     The  Company provides its services to its customers pursuant to contractual
agreements  and currently has approximately 850 contracts.  In the quarter ended
December 31, 2000, the Company's largest contract accounted for 4.8% of revenue,
and  no  other contract accounted for more than 3.6% of revenue. The majority of
the  Company's  contracts  have an industry standard initial length of one year,
although the Company's larger contracts generally run for initial terms of three
to  five  years.

Costs  and  Expenses

     The  Company's  principal  operating  expenses  are  labor costs and direct
supervision  at its stations along with related benefits and payroll taxes, cost
of  fuel  sold,  workers'  compensation,  property and liability insurance, rent
expense,  repairs  and  maintenance  expenses  and  miscellaneous  other  direct
station-related  expenses.  Certain  of  these  expenses  are  relatively fixed,
regardless  of  the  extent of operations at a particular station, including the
cost  of  the  facility, station management and related administrative expenses.

     Selling, general and administrative expenses include the costs of marketing
the  Company's  services,  general  supervision  provided  to  the  stations,
acquisition-related  expenses  and  accounting,  finance  and  personnel related
expenses.  These  costs  are  generally  comprised  of  labor  costs and related
benefits  and payroll taxes, legal and other professional fees and miscellaneous
expenses.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED DECEMBER 31,          NINE MONTHS ENDED DECEMBER 31,
                                       -------------------------------          ------------------------------
                                                % OF              % OF               % OF               % OF
                                        2000   REVENUE    1999   REVENUE    2000    REVENUE    1999    REVENUE
                                       ------  --------  ------  --------  -------  --------  -------  --------
<S>                                    <C>     <C>       <C>     <C>       <C>      <C>       <C>      <C>
Revenues                               $41.2     100.0%  $35.6     100.0%  $119.7     100.0%  $103.3     100.0%
Cost and expenses:
  Operating expenses. . . . . . . . .   35.3      85.7%   29.3      82.3%   100.3      83.8%    84.4      81.7%
  Selling, general and administrative    2.7       6.6%    2.0       5.6%     8.0       6.7%     7.2       7.0%
  Depreciation and amortization . . .    2.9       7.0%    2.6       7.3%     8.7       7.3%     7.4       7.2%
                                       ------  --------  ------  --------  -------  --------  -------  --------

Operating income. . . . . . . . . . .  $  .3        .7%  $ 1.7       4.8%  $  2.7       2.2%  $  4.3       4.1%
                                       ======  ========  ======  ========  =======  ========  =======  ========

Net loss. . . . . . . . . . . . . . .  $(2.2)    (5.3%)  $ (.9)    (2.5%)  $ (5.1)    (4.3%)  $ (3.5)    (3.4%)
                                       ======  ========  ======  ========  =======  ========  =======  ========

EBITDA. . . . . . . . . . . . . . . .  $ 3.4       8.3%  $ 4.4      12.4%  $ 11.4       9.5%  $ 11.7      11.3%
                                       ======  ========  ======  ========  =======  ========  =======  ========
</TABLE>




<PAGE>

     EBITDA  is  defined  herein  as  net  income (loss) before interest, income
taxes, depreciation, amortization and other income (expense). Although EBITDA is
not  a  measure  of performance calculated in accordance with generally accepted
accounting  principles,  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  and Nine Months Ended December 31, 2000 Compared to December 31,
1999

     Revenues  increased  $5.6  million  or  15.7%,  from $35.6 million to $41.2
million  for  the  three  months ended December 31, 2000 as compared to the same
period  for  1999.  The  increase  was  attributable to, among other things, new
fueling  business  and  increased  activity  on  existing  contracts.  Revenues
increased  $16.4  million or 15.9% from $103.3 million to $119.7 million for the
nine  months  ended  December  31,  2000  as  compared  to the nine months ended
December  31,  1999.  The  increase was attributable to, among other things, new
business  in  fueling, ground handling, increased activity on existing contracts
and  the  acquisition  of  Elsinore,  L.P.

     Operating  expenses  increased $6.0 million or 20.5%, from $29.3 million to
$35.3  million  for  the three months ended December 31, 2000 as compared to the
three  months  ended December 31, 1999.  The increase was attributable to, among
other  things,  new  business and increased activity on existing contracts.  The
increase  in  operating  expenses  as  a percentage of revenue was mainly due to
increases  in payroll expenses at certain stations, equipment rental expense and
an  increase  in property insurance.  Operating expenses increased $15.9 million
or  18.8%,  from  $84.4  million  to  $100.3  million  for the nine months ended
December  31,  2000 as compared to the nine months ended December 31, 1999.  The
increase  was  attributable  to,  among  other  things,  new business, increased
activity  on  existing  accounts  and  the  acquisition  of  Elsinore, L.P.  The
increase  in  operating  expenses  as  a percentage of revenue was mainly due to
increases  in payroll expenses at certain stations, equipment rental expense and
an  increase  in  property  insurance.

     Selling,  general  and administrative expenses increased $0.7 or 35.0% from
$2.0  million  to  $2.7  million for the three months ended December 31, 2000 as
compared  to  the  same  period  of  1999.  The  increase is primarily due to an
increase  in  payroll  and  merger  costs.  Selling,  general and administrative
expenses  increased $0.8 or 11.1% from $7.2 million to $8.0 million for the nine
months  ended  December  31,  2000  as compared to the same period of 1999.  The
increase  is  mainly attributable to a one-time cost associated with a change in
401K  benefits  providers,  increased  payroll  and  merger  costs.

     Depreciation and amortization increased $0.3 million or 11.6% for the three
months  ended  December  31,  2000  as  compared  to  the  same  period of 1999.
Depreciation  and  amortization  increased  $1.2  million  or 16.6% for the nine
months  ended  December  31,  2000  as compared to the same period of 1999.  The
increase  is  primarily  attributable  to  the  depreciation  on  new  equipment
purchases.

     As  a  result of the above factors, operating income decreased $1.4 million
or  82.4%  from $1.7 million to $0.4 million for the three months ended December
31,  2000  as compared to the three months ended December 31, 1999.  As a result
of the above factors, operating income decreased $1.6 million or 37.2% from $4.3
million  to $2.7 million for the nine months ended December 31, 2000 as compared
to  the  nine  months  ended  December  31,  1999.

     Interest  and other financial expense remained constant at $2.7 million for
the  three  months ended December 31, 2000 as compared to the three months ended
December 31, 1999.  Interest and other financial expenses increased $0.2 million
or 2.5% from $8.0 million to $8.2 million for the nine months ended December 31,
2000  compared  to  the  nine  months ended December 31, 1999.  This increase is
mainly  attributable to interest expense related to the use of the Senior Credit
Facility.

<PAGE>

Summary  Three  and Nine Months Ended December 31, 2000 Compared to December 31,
1999  (Continued)

     Income  taxes  decreased  due  to a reclassification of excise tax to other
income  (expense)  and  the write-off of a prior audit adjustment for income tax
liability.

     Accordingly,  net loss increased $1.3 million or 144.4% from $(0.9) million
to  $(2.2)  million  for the three months ended December 31, 2000 as compared to
the  same  period of 1999.  Net loss increased $1.7 million or 48.6% from $(3.5)
million  to  $(5.1)  million  for  the  nine  months  ended December 31, 2000 as
compared  to  the  nine  months  ended  December  31,  1999.

     For  the  three  months  ended  December 31, 2000, EBITDA decreased by $1.0
million  or  22.7% from $4.4 million to $3.4 million.  For the nine months ended
December  31,  2000, EBITDA decreased by $0.3 million or 2.6% from $11.7 million
to  $11.4  million.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Net  cash  provided  by  operating activities was $5.3 million for the nine
months  ended December 31, 2000, as compared to $1.8 million for the nine months
ended  December  31,  1999.  Net cash provided by operating activities increased
primarily  due to the receipt of $2,014,000 from the settlement with Viad and an
increase  in accrued liabilities, which is mainly attributable to the receipt of
funds  on  behalf  of  the  Philadelphia  Consortium.

     Net  cash used in investing activities was $2.2 million for the nine months
ended  December 31, 2000, as compared to $13.2 million for the nine months ended
December  31,  1999. The 1999 amount includes the acquisition of Elsinore in May
1999.  Purchases  of  property,  plant  and  equipment  have been reduced as the
Company  has  obtained  operating  leases in lieu of purchasing where practical.
In  addition to investing in acquisitions, in the normal course of the Company's
business  in fiscal 1999, net cash used in investing activities is also affected
by  the  Company's  capital  expenditure needs for maintaining and upgrading its
existing  vehicle  and  equipment  fleet.

     Net  cash provided by (used in) financing activities was ($2.4) million for
the  nine  months  ended  December 31, 2000 and $8.8 million for the nine months
ended  December  31, 1999. The 2000 amount primarily represents the repayment of
the  General Lyon note for the Elsinore acquisition and repayments of the Senior
Credit  Facility.  The  1999  amount primarily represents borrowings against the
Senior Credit Facility and the related Term Loan used to finance the purchase of
the  assets  of  Elsinore  L.P.  in  May  1999.

     As  of  December  31, 2000, the Company had long-term indebtedness of $80.0
million in the form of its Series B 11% Senior Notes due 2005, a $4.4 million of
Senior  Credit  Facility  and  a $3.8  million  of  Term  Loan.

     The  Company's  primary sources of liquidity are cash flow from operations,
borrowings  under its Senior Credit Facility and cash infusions from the Parent.
In  July  2000,  the  Company amended its Senior Credit Facility to increase the
amount  available  under  the Facility to $15,000,000.  As of December 31, 2000,
the  amount  available  to  borrow  under the amended Senior Credit Facility was
approximately  $9.3  million.  Based  upon  the  successful  implementation  of
management's business and operating strategy, the Company believes that its cash
flows  from  operations  and  borrowings  under  its Senior Credit Facility will
provide  sufficient  liquidity  and capital resources to meet current and future
financial  obligations,  including the future payments of principal and interest
on  the  11%  Senior  Notes,  as well as provide funds for the Company's working
capital,  capital  investments  and  other needs for the next twelve months. The
Company's  future  operating performance and ability to service or refinance the
11%  Senior  Notes  and to repay, extend or refinance its Senior Credit Facility
will  be  subject  to  future economic conditions and to financial, business and
other  factors,  many of which are beyond the Company's control. There can be no
assurance  that such sources of funds will be adequate and that the Company will
not  require  additional  capital  from  borrowings  or  securities offerings to
satisfy  such  requirements.  In  addition,  there can be no  assurance that the
Company  will  have  sufficient  available  capital  resources  to  realize  its
acquisition  strategy. Such future acquisitions, depending on their size and the
form of consideration, may require the Company to seek additional debt or equity
financing.


<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

On  November  15,  2000,  Ranger,  the  Company,  and  Signature  Flight Support
Corporation  ("Buyer"),  a  wholly-owned  subsidiary  of  BBA Group, plc ("BBA")
announced  that  they  entered into a definitive agreement under which Signature
will  acquire  Ranger  stock  for  a  total  consideration of approximately $152
million,  in addition to the assumption of the Senior Notes and the repayment of
the  Company's  debt  (the  "Merger").  Closing  of the Merger is subject to the
satisfaction  or  waiver  of  the  following  conditions:

-     any  waiting period applicable to the consummation of the Merger under the
Hart  Scott Rodino Act shall have expired or been terminated and the Company and
Buyer shall have received the required consent and approval of the German Merger
Control  Authority;

-     no Governmental Entity or federal or state court of competent jurisdiction
shall  have  enacted,  issued  or  enforced  any  statute,  regulation,  decree,
injunction  or  other  order  which has become final and nonappealable and which
prohibits  the  consummation  of  the  Merger;

-     the Company shall have obtained any necessary consent or approval required
by  the  Gatwick  Airport  Authority;

-     all  outstanding  warrants and options issued by the Company shall, by the
terms  of  any agreement or plan pursuant to which they were issued, entitle the
holders  thereof  to  receive  only  the  consideration set forth in  the merger
agreement;  and

-     the  Company's  shareholders  shall  have  approved  the  Merger.

The  Merger  is  also  subject  to  the  following  additional  conditions:

-     The  representations and warranties of the Company contained in the Merger
agreement (disregarding any qualifications as to materiality or Company Material
Adverse  Effect  or  similar qualifications contained therein) shall be true and
correct  in all respects as of the date the Merger Agreement was executed and as
of the closing of the Merger as though made on and as of the date of the closing
of  the Merger, except for those failures of such representations and warranties
to  be  true  and  correct  which  individually or in the aggregate would not be
reasonably  likely to have a Company Material Adverse Effect.  For this purpose,
Company  Material Adverse Effect is defined as, "any change or effect that is or
would  be  materially  adverse  to  the  assets, business, prospects, results of
operations  or  financial condition of the Company and the Company subsidiaries,
taken  as  whole  (other than changes or effects that are the result of economic
factors  affecting  the  economy  or  financial  markets as a whole or generally
affecting  the  aviation  services  markets  or that arise out of or result from
actions  contemplated  by  the  parties in connection with this Agreement or the
announcement  or  performance of this Agreement or the transactions contemplated
by  this  Agreement)."

-     The  Company  and  the Shareholders shall have performed and complied with
all of their respective covenants hereunder in all material respects through the
closing.

-     The  Company  shall  have  delivered  to the Buyer and Merger Subsidiary a
certificate  signed  by  an  executive officer of the Company to the effect that
each  of  the  conditions  noted  above  are  satisfied  in  all  respects.

-     The  representations  and  warranties of the Buyer contained in the Merger
agreement  shall  be  true  and  correct  in  all  material  respects.

-     The  Buyer  shall  have  performed  and complied with all of its covenants
hereunder  in  all  material  respects  through  the  closing.


<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

-     The  Buyer  shall  have  delivered  to  the  Buyer and Merger Subsidiary a
certificate  signed  by  an  executive officer of the Company to the effect that
each  of  the  conditions  noted  above  are satisfied in all material respects.

The  consummation  of  the  Merger  will trigger Change of Control provisions in
ASIG's  $80,000,000  Senior  Notes,  thus  requiring the Buyer to tender for the
bonds  at  a  purchase  price  equal  to  101%  of  the  principal  amount.

On  January  4,  2001,  the  Buyer  commenced  a  tender  offer  for  all of the
outstanding  11%  Senior  Notes due 2005 of the Company.  In connection with the
tender  offer, the Buyer is also seeking consents to certain proposed amendments
to  the  Indenture  under  which  Senior  Notes were issued.  The purpose of the
proposed  amendments  is to eliminate certain restrictive covenants contained in
the  Indenture,  thereby  affording  the  Company  additional  financial  and
operational flexibility.  The purchase price under the tender offer is $1,181.89
per $1,000 principal amount of Senior Notes tendered (of which $20 constitutes a
consent  payment),  plus accrued but unpaid interest to (but excluding) the date
of  payment  of  such purchase price.  The tender offer is currently expected to
expire  at 5:00 P.M., New York City time, on February 23, 2001, unless extended.

The  tender  offer  is  conditioned upon, among other things, the receipt of the
requisite  consents  to  adopt the proposed amendments and the completion of the
Merger.  The offer is made only by an Offer to Purchase and Consent Solicitation
Statement  date  January  4,  2001  and  the  Related  Letter of Transmittal and
Consent.

On  February 14, 2001, counsel for the Buyer informed the Company that the Buyer
believes  the  first  additional  closing  condition  listed  above has not been
satisfied.  The  Company  informed  the  Buyer  that  it  believes  all  closing
conditions  other than the expiration or termination of the waiting period under
the  Hart  Scott Rodino Act have been satisfied.  The Company expects to discuss
with  the  Buyer  the  basis  for  the  Buyer's  view  of  the  matter.

There  is  no  assurance  that  the Merger will occur and in light of the notice
given  by  the  Buyer,  a  possibility  exists  that  the Merger will not occur.

ENVIRONMENTAL  MATTERS

     The  Company  is  subject to compliance obligations and liabilities imposed
pursuant to federal, state, local and foreign environmental and workplace health
and safety requirements, including CERCLA. In particular, the Company's aviation
fueling  services  are  subject  to  liabilities and obligations relating to the
above  ground  and  underground  storage  of,  and  the  release and cleanup of,
petroleum  products.  Although the Company believes it is in material compliance
with  environmental,  health  and  safety  requirements,  the possibility exists
that noncompliance could occur or be identified in the future, and the penalties
or costs of corrective action associated therewith could have a material adverse
effect  on the Company's business, operating results and financial condition. In
addition,  requirements are complex, change frequently and have tended to become
more  stringent over time, and there can be no assurance that these requirements
will  not  change  in the future in a manner that could materially and adversely
affect  the  Company.

     The  Company  is  currently conducting or funding, or expects to conduct or
fund,  environmental  investigations,  monitoring and cleanups at certain of its
previously  or  currently  operated  facilities.  Also,  from  time to time, the
Company  receives  notices  of  potential liability for cleanup costs associated
with  offsite  waste recycling or disposal facilities at which wastes associated
with  its  operations  allegedly  have  come to be located. In addition, airport
authorities  are  coming  under  increasing  pressure  to  clean  up  previous
contamination  at  their  facilities and are seeking financial contribution from
airport  tenants  and  companies  which  operate at their airports. Although the
Company  has  taken  steps  to mitigate or remove the foregoing liabilities, the
Company could bear direct liability for the foregoing matters and such liability
could  have  a  material  adverse  effect  on  the Company's business, operating
results  and  financial  condition.


<PAGE>

YEAR  2000  ISSUE

Costs

     The  Company did not experience any significant disruptions in its internal
information  technology  systems  as  a result of the Year 2000 date change.  To
date,  the Company is not aware of any material Year 2000 problems at any of its
material  customers  or  suppliers.  The  Company's costs of achieving Year 2000
compliance  have  not  been  material  to date and no further material costs are
expected.  The  Company  will  continue  to  monitor  its  internal  information
technology systems and its material suppliers and customers for latent Year 2000
problems.  Although  the  Company  has not been materially adversely affected by
the  Year  2000 issue to date, there can be no assurance that the Company and/or
its  customers and suppliers will not experience system failures or malfunctions
as  a  result of the Year 2000 issue, which could have a material adverse effect
on  the  Company.

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") and adopted the Euro as their common
legal  currency.  The transition period for the introduction of the Euro will be
between  January  1,  1999  and  January  1,  2002.  The  Company  is  currently
evaluating the effects of the Euro conversion as it relates to the conversion of
information  technology  systems,  recalculating  currency  risk,  strategies
concerning  continuity  of  contracts  and  the  impact  on  its  operations and
financial  condition,  particularly  as  the  Euro  conversion  relates  to  the
Company's  European  operations.

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

<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

     We  are  exposed to market risk from changes in interest rates and currency
exchange  rates,  which  may  adversely  affect  our  results  of operations and
financial condition.  We seek to minimize the risks from these interest rate and
currency  exchange rate fluctuations through our regular operating and financing
activities.  Management believes that such risks are not material to the results
of  operations  and  the  financial  condition  of  the  Company.


<PAGE>

                           PART II - OTHER INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES  AND  USES  OF  PROCEEDS

     None

ITEM  5.  OTHER  INFORMATION

On  November  15,  2000,  Ranger,  the  Company,  and  Signature  Flight Support
Corporation  ("Buyer"),  a  wholly-owned  subsidiary  of  BBA Group, plc ("BBA")
announced  that  they  entered into a definitive agreement under which Signature
will  acquire  Ranger  stock  for  a  total  consideration of approximately $152
million,  in addition to the assumption of the Senior Notes and the repayment of
the  Company's  debt  (the  "Merger").  Closing  of the Merger is subject to the
satisfaction  or  waiver  of  the  following  conditions:

-     any  waiting period applicable to the consummation of the Merger under the
Hart  Scott Rodino Act shall have expired or been terminated and the Company and
Buyer shall have received the required consent and approval of the German Merger
Control  Authority;

-     no Governmental Entity or federal or state court of competent jurisdiction
shall  have  enacted,  issued  or  enforced  any  statute,  regulation,  decree,
injunction  or  other  order  which has become final and nonappealable and which
prohibits  the  consummation  of  the  Merger;

-     the Company shall have obtained any necessary consent or approval required
by  the  Gatwick  Airport  Authority;

-     all  outstanding  warrants and options issued by the Company shall, by the
terms  of  any agreement or plan pursuant to which they were issued, entitle the
holders  thereof to receive only  the  consideration set  forth  in  the  merger
agreement;  and

-     the  Company's  shareholders  shall  have  approved  the  Merger.

The  Merger  is  also  subject  to  the  following  additional  conditions:

-     The  representations and warranties of the Company contained in the Merger
agreement (disregarding any qualifications as to materiality or Company Material
Adverse  Effect  or  similar qualifications contained therein) shall be true and
correct  in all respects as of the date the Merger Agreement was executed and as
of the closing of the Merger as though made on and as of the date of the closing
of  the Merger, except for those failures of such representations and warranties
to  be  true  and  correct  which  individually or in the aggregate would not be
reasonably  likely to have a Company Material Adverse Effect.  For this purpose,
Company  Material Adverse Effect is defined as, "any change or effect that is or
would  be  materially  adverse  to  the  assets, business, prospects, results of
operations  or  financial condition of the Company and the Company subsidiaries,
taken  as  whole  (other than changes or effects that are the result of economic
factors  affecting  the  economy  or  financial  markets as a whole or generally
affecting  the  aviation  services  markets  or that arise out of or result from
actions  contemplated  by  the  parties in connection with this Agreement or the
announcement  or  performance of this Agreement or the transactions contemplated
by  this  Agreement)."

-     The  Company  and  the Shareholders shall have performed and complied with
all of their respective covenants hereunder in all material respects through the
closing.

-     The  Company  shall  have  delivered  to the Buyer and Merger Subsidiary a
certificate  signed  by  an  executive officer of the Company to the effect that
each  of  the  conditions  noted  above  are  satisfied  in  all  respects.


<PAGE>

                     PART II - OTHER INFORMATION (CONTINUED)

ITEM  5.  OTHER  INFORMATION  (CONTINUED)

-     The  representations  and  warranties of the Buyer contained in the Merger
agreement  shall  be  true  and  correct  in  all  material  respects.

-     The  Buyer  shall  have  performed  and complied with all of its covenants
hereunder  in  all  material  respects  through  the  closing.

-     The  Buyer  shall  have  delivered  to  the  Buyer and Merger Subsidiary a
certificate  signed  by  an  executive officer of the Company to the effect that
each  of  the  conditions  noted  above  are satisfied in all material respects.

The  consummation  of  the  Merger  will trigger Change of Control provisions in
ASIG's  $80,000,000  Senior  Notes,  thus  requiring the Buyer to tender for the
bonds  at  a  purchase  price  equal  to  101%  of  the  principal  amount.

On  January  4,  2001,  the  Buyer  commenced  a  tender  offer  for  all of the
outstanding  11%  Senior  Notes due 2005 of the Company.  In connection with the
tender  offer, the Buyer is also seeking consents to certain proposed amendments
to  the  Indenture  under  which  Senior  Notes were issued.  The purpose of the
proposed  amendments  is to eliminate certain restrictive covenants contained in
the  Indenture,  thereby  affording  the  Company  additional  financial  and
operational flexibility.  The purchase price under the tender offer is $1,181.89
per $1,000 principal amount of Senior Notes tendered (of which $20 constitutes a
consent  payment),  plus accrued but unpaid interest to (but excluding) the date
of  payment  of  such purchase price.  The tender offer is currently expected to
expire  at 5:00 P.M., New York City time, on February 23, 2001, unless extended.

The  tender  offer  is  conditioned upon, among other things, the receipt of the
requisite  consents  to  adopt the proposed amendments and the completion of the
Merger.  The offer is made only by an Offer to Purchase and Consent Solicitation
Statement  date  January  4,  2001  and  the  Related  Letter of Transmittal and
Consent.

On  February 14, 2001, counsel for the Buyer informed the Company that the Buyer
believes  the  first  additional  closing  condition  listed  above has not been
satisfied.  The  Company  informed  the  Buyer  that  it  believes  all  closing
conditions  other than the expiration or termination of the waiting period under
the  Hart  Scott Rodino Act have been satisfied.  The Company expects to discuss
with  the  Buyer  the  basis  for  the  Buyer's  view  of  the  matter.

There  is  no  assurance  that  the Merger will occur and in light of the notice
given  by  the  Buyer,  a  possibility  exists  that  the Merger will not occur.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit  Index

     27.1  Consolidated  Financial  Data  Schedule

(b)  Reports  on  Form  8-K.

     None

<PAGE>


                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has duly caused this report to be signed on February 15, 2001 on its
behalf  by  the  undersigned  thereunto  duly  authorized.




                       Aircraft  Service  International  Group,  Inc.
                       ----------------------------------------------
                                       (Registrant)



                       By:     \s\  Jeffrey  P.  Hartman.
                               --------------------------
                       Name:   Jeffrey  P.  Hartman
                       Title:  Senior Vice President and Chief Financial Officer
                                (Principal Accounting and Financial Officer)


Date:  February 15, 2001