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 June 30, 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 August 5,
2000.


<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 - June 30, 2000 and March 31, 2000.         2
            Consolidated Statements of Operations - Three Months Ended
              June 30, 2000 and 1999 . . . . . . . . . . . . .                      3
            Consolidated Statements of Cash Flows - Three months ended
              June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . .          4
            Notes to Consolidated Financial Statements. . . . . . . . . . .         5

ITEM 2.     Management's Discussion and Analysis of Financial Condition and
 . . . . . .  Results of Operations                                                17


ITEM 3      Quantitative and Qualitative Disclosures about Market Risk             21

PART II . . OTHER INFORMATION

ITEM 6. . . Exhibits and Reports on Form 8-K                                       22

</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  months ended June 30, 2000 are not
necessarily  indicative  of  results  to  be expected for the fiscal year ending
March  31,  2001.



<PAGE>


ITEM  1.  FINANCIAL  STATEMENTS

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

<TABLE>
<CAPTION>

                                                        JUNE 30,      MARCH 31,
                                                          2000          2000
                                                          ----          ----
                                                      (UNAUDITED)     (NOTE 1)
<S>                                                   <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $       955   $    421
   Accounts receivable, net of allowance of $645 and
      $645 respectively. . . . . . . . . . . . . . .       26,705     24,028
   Prepaid expenses. . . . . . . . . . . . . . . . .        1,907      1,694
   Receivable from Viad . . . . . . . . . . . . . . . .     2,125      2,125
   Spare parts and supplies. . . . . . . . . . . . .        2,699          -
                                                      ------------  ---------
          Total current assets . . . . . . . . . . .       34,391     28,571

Property, plant and equipment, net of accumulated
   depreciation of $15,669 and $13,526, respectively.      47,109     48,162
Goodwill, net of accumulated amortization of $5,948
    and $5,262, respectively. . . . . . . . . . . . .      48,892     49,571
Deferred financing costs, net of accumulated
   amortization of $1,022 and $889 respectively. . .        2,603      2,736
Receivable from Viad . . . . . . . . . . . . . . . .            -      2,125
Investments in and advances to joint venture . . . .          419        359
Other assets . . . . . . . . . . . . . . . . . . . .          877        808
                                                      ------------  ---------
          Total assets . . . . . . . . . . . . . . .  $   134,291   $132,332
                                                      ============  =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . .  $     7,834   $  6,387
   Accrued expenses. . . . . . . . . . . . . . . . .       19,019     17,500
   Customer deposits . . . . . . . . . . . . . . . .        4,017      3,645
   Current portion of Term Loan and other. . . . . .          516      1,039
                                                      ------------  ---------
          Total current liabilities. . . . . . . . .       31,386     28,571

Term Loan. . . . . . . . . . . . . . . . . . . . . .        4,000      4,145
Senior Credit Facility . . . . . . . . . . . . . . .        6,790      5,930
Senior Notes . . . . . . . . . . . . . . . . . . . .       80,000     80,000
                                                      ------------  ---------
          Total liabilities. . . . . . . . . . . . .      122,176    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 . . . . . . . . . . . . . . . . .       27,800     27,800
   Accumulated deficit . . . . . . . . . . . . . . .      (15,600)   (14,095)
   Accumulated other comprehensive loss, net . . . .          (85)       (19)
                                                      ------------  ---------
          Total stockholder's equity . . . . . . . .       12,115     13,686
                                                      ------------  ---------
          Total liabilities and stockholder's equity  $   134,291   $132,332
                                                      ============  =========
</TABLE>


                             See accompanying notes

<PAGE>

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

<TABLE>
<CAPTION>

                                                        JUNE 30,       MARCH 31,
                                                          2000           2000
                                                         ----            ----
                                                      (UNAUDITED)
<S>                                                   <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $       955   $    421
   Accounts receivable, net of allowance of $645 and
      $645 respectively. . . . . . . . . . . . . . .       26,705     24,028
   Prepaid expenses. . . . . . . . . . . . . . . . .        1,907      1,694
   Spare parts and supplies. . . . . . . . . . . . .        2,699      2,428
                                                      ------------  ---------
          Total current assets . . . . . . . . . . .       32,266     28,571

Property, plant and equipment, net of accumulated
   depreciation of $15,669 and $13,526 respectively.       47,109     48,162
Goodwill, net of accumulated amortization of $5,948
    and $5,262 respectively. . . . . . . . . . . . .       48,732     49,571
Deferred financing costs, net of accumulated
   amortization of $1,022 and $889 respectively. . .        2,603      2,736
Receivable from Viad. . . . . . . . . . . . . . .           2,125      2,125
Investments in and advances to joint venture . . . .          579        359
Other assets . . . . . . . . . . . . . . . . . . . .          877        808
                                                      ------------  ---------
          Total assets . . . . . . . . . . . . . . .  $   134,291   $132,332
                                                      ============  =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . .  $     7,834   $  6,387
   Accrued expenses. . . . . . . . . . . . . . . . .       19,019     17,500
   Customer deposits . . . . . . . . . . . . . . . .        4,017      3,645
   Current portion of term loan and other. . . . . .          516      1,039
                                                      ------------  ---------
          Total current liabilities. . . . . . . . .       31,386     28,571

Term Loan. . . . . . . . . . . . . . . . . . . . . .        4,000      4,145
Senior Credit facility . . . . . . . . . . . . . . .        6,790      5,930
Senior notes . . . . . . . . . . . . . . . . . . . .       80,000     80,000
                                                      ------------  ---------
          Total liabilities. . . . . . . . . . . . .      122,176    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 . . . . . . . . . . . . . . . . .       27,800     27,800
   Accumulated deficit . . . . . . . . . . . . . . .      (15,600)   (14,095)
   Accumulated other comprehensive loss, net. . . . . .       (85)       (19)
                                                      ------------  ---------
          Total stockholder's equity . . . . . . . .       12,115     13,686
                                                      ------------  ---------
          Total liabilities and stockholder's equity  $   134,291   $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 JUNE 30,
                                        2000      1999
                                      --------  --------
<S>                                   <C>       <C>
Revenues . . . . . . . . . . . . . .  $38,839   $32,581
Cost and expenses:
Operating expenses . . . . . . . . .   32,093    26,430
 Selling, general and administrative    2,706     2,560
 Amortization. . . . . . . . . . . .      688       656
 Depreciation. . . . . . . . . . . .    2,185     1,800
                                      --------  --------
Total cost and expenses. . . . . . .   37,672    31,446
                                      --------  --------
Operating income . . . . . . . . . .    1,167     1,135
Other income (expense), net. . . . .       48        21
Interest income. . . . . . . . . . .       10        16
Interest and other financial expense   (2,730)   (2,584)
                                      --------  --------
Net loss . . . . . . . . . . . . . .  $(1,505)  $(1,412)
                                      ========  ========

</TABLE>



                             See accompanying notes.

<PAGE>

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

                                                            THREE MONTHS ENDED JUNE 30,
                                                                   2000      1999
                                                                 --------  --------
<S>                                                              <C>       <C>
OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(1,505)  $(1,412)
Adjustments to reconcile net loss to net cash provided
       by (used in) operating activities:
 Amortization of intangible assets. . . . . . . . . . . . . . .      688       656
 Depreciation . . . . . . . . . . . . . . . . . . . . . . . . .    2,185     1,800
 Amortization of deferred financing costs . . . . . . . . . . .      133       152
 Deferred income taxes. . . . . . . . . . . . . . . . . . . . .        -        (2)
 Loss on sale of fixed assets . . . . . . . . . . . . . . . . .       24         -
 Equity in income of joint venture. . . . . . . . . . . . .          (60)      (22)
 Changes in operating assets and liabilities, net of effects of
   Acquisition:
     Accounts receivable. . . . . . . . . . . . . . . . . . . . . (2,742)   (3,479)
     Prepaid expenses . . . . . . . . . . . . . . . . . . . . . .   (578)   (1,008)
     Spare parts and supplies . . . . . . . . . . . . . . . . . .   (271)     (299)
     Other assets . . . . . . . . . . . . . . . . . . . . . . . .    (69)       (7)
     Accounts payable . . . . . . . . . . . . . . . . . . . . . .  1,447      (155)
     Accrued expenses . . . . . . . . . . . . . . . . . . . . . .  1,509     1,389
     Customer deposits. . . . . . . . . . . . . . . . . . . . . .    372       236
                                                                 --------  --------
Net cash provided by (used in) operating activities . . . . . .    1,133    (2,421)

INVESTING ACTIVITIES
Purchase of property, plant and equipment . . . . . . . . . . .     (791)   (3,687)
Purchase of Elsinore business, less cash acquired of $9 . . . .        -    (5,890)
                                                                 --------  --------
Net cash used in investing activities . . . . . . . . . . . . .     (791)   (9,577)

FINANCING ACTIVITIES
Deferred financing costs. . . . . . . . . . . . . . . . . . . .        -       (71)
(Repayments/proceeds on promissory note . . . . . . . . . .         (543)      899
Borrowings under Senior Credit Facility . . . . . . . . . . . .      860     5,449
Repayments on Senior Credit Facility. . . . . . . . . . . . . .        -      (900)
Proceeds from Term Note borrowings. . . . . . . . . . . . . . .     (125)     5,000
                                                                 --------  --------
Net cash provided by financing activities . . . . . . . . . . .      192    10,377
                                                                    ----    -------

Net increase (decrease) in cash . . . . . . . . . . . . . . . .      534    (1,621)
Cash and cash equivalents at beginning of period. . . . . . . .      421     3,311
                                                                 --------  --------
Cash and cash equivalents at end of period. . . . . . . . . . .  $   955   $ 1,690
                                                                 ========  ========

</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 quarter ended June 30, 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,  Elsinore  Acquisition Corporation ("EAC"), a newly-created,
wholly-owned subsidiary of the Company, acquired substantially all of the assets
of Elsinore, L.P., ("Elsinore"), which includes 23 operating units in 10 states,
the  U.S. Virgin Islands and Puerto Rico.  Elsinore provides a variety of ground
handling,  fueling,  aircraft  cleaning  and  other  aviation  services to major
commercial  airlines.  EAC  will  primarily  continue  the  same  business  as
previously  conducted by Elsinore.  The Company and its sole shareholder, Ranger
Aerospace, are guarantors of EAC's obligations under the agreement governing the
asset  purchase.

The  total  consideration paid by EAC was approximately $5.9 million (subject to
post-closing adjustments), which consists of $5 million in cash and a promissory
note  of  approximately $0.9 million.  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 $407,000 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  EAC.

The  Elsinore  acquisition  was accounted for as a purchase and accordingly, the
purchase  price  was  allocated  to  the assets acquired and liabilities assumed
based  on  appraisals  and other estimates of their underlying fair values.  The
excess  of  the  purchase  price  over  the fair value of net assets acquired of
approximately $3.7 million 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 three months ended June 30, 1999 as
if  the  Elsinore  acquisition  had  occurred  on  April  1,  1998

<TABLE>
<CAPTION>

                            Three Months Ended
                              June 30, 1999
                           --------------------
<S>                       <C>
Revenue.                  $       32,581
Net loss                          (1,495)
</TABLE>

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

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)


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

<TABLE>
<CAPTION>

2.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at June 30, 2000:

<S>                                                                         <C>
  Operating equipment. . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 51,797
  Buildings and leasehold improvements . . . . . . . . . . . . . . . . . .     7,353
  Office furniture and equipment . . . . . . . . . . . . . . . . . . . . .     3,121
  Construction in progress . . . . . . . . . . . . . . . . . . . . . . . .       507
                                                                            ---------
                                                                              62,778
  Accumulated depreciation and amortization. . . . . . . . . . . . . . . .   (15,669)
                                                                            ---------
                                                                            $ 47,109
                                                                            =========
</TABLE>

<TABLE>
<CAPTION>


3.  ACCRUED EXPENSES

<S>                                                              <C>
  Accrued expenses consisted of the following at June 30, 2000:

  Salaries and wages. . . . . . . . . . . . . . . . . . . . . .  $ 4,095
  Damage claims . . . . . . . . . . . . . . . . . . . . . . . .    1,162
  Pension liability . . . . . . . . . . . . . . . . . . . . . .      241
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . .    3,403
  Consortium funds. . . . . . . . . . . . . . . . . . . . . . .    4,374
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5,744
                                                                 -------
                                                                 $19,019
                                                                 =======
</TABLE>

4.  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  $15,000,000.

     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.


<PAGE>


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


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

     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 $6,790 outstanding under the Senior Credit Facility
as  of  June 30, 2000.  The amounts outstanding under the Senior Credit Facility
bear  interest  at  8.75%.  As  of  June 30, 2000, there was $2,945 of available
credit  under the Senior Credit Facility.  In July 2000, the Company amended its
Senior  Credit  Facility  to increase the amount available under the Facility to
$15,000,000.

TERM  LOAN  AND  OTHER
----------------------

     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  June30,  2000,  $4,516  was  outstanding  under  the  Term  Loan.

5.  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.  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  7).


<PAGE>


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

5.  SENIOR  NOTES  (CONTINUED)

     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.

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


<PAGE>


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

6.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     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
will  receive a payment of $2,014,000 from Viad.  The agreement requires Viad to
pay  "promptly",  and  the  Company  expects  to receive payment in the next few
weeks.  The  Company  also  has  additional indemnification claims against Viad,
which  the  Company  plans  to  assert  in  arbitration in the near future.  The
Company  is  unable  to  determine  with  certainty  the  likely outcome of that
arbitration.

     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 $1,350,000 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.

7.  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  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)


7.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATING  FINANCIAL  STATEMENTS
      (CONTINUED)

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)


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

<TABLE>
<CAPTION>

                                     CONSOLIDATED BALANCE SHEET
                                           JUNE 30, 2000

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

Current Assets:
 Cash and equivalents . . . . . . . . . . . .  $        32   $         589   $         334   $    955
 Accounts receivable, net . . . . . . . . . .           --          23,256           3,449     26,705
 Prepaid expenses . . . . . . . . . . . . . .           23           1,667             217      1,907
 Receivable from Viad. . . . . . . . . . . . .       2,125              --              --      2,125
 Spare parts and supplies . . . . . . . . . .           --           2,669              30      2,699
                                               ------------  --------------  --------------  ---------
 Total current assets . . . . . . . . . . . .        2,180          28,181           4,030     34,391

Property, plant and equipment, net. . . . . .           72          46,632           3,405     47,109
Due from affiliates . . . . . . . . . . . . .          111            (111)             --         --
Goodwill, net . . . . . . . . . . . . . . . .           --          48,326             566     48,892
Deferred financing costs, net . . . . . . . .        2,603              --              --      2,603
Investments in and advances in joint venture.           --               1             418        419
Other assets. . . . . . . . . . . . . . . . .            4             868               5        877
                                               ------------  --------------  --------------  ---------
Total assets. . . . . . . . . . . . . . . . .  $     4,970   $     120,897   $       8,424   $134,291
                                               ============  ==============  ==============  =========


LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
 Accounts payable . . . . . . . . . . . . . .  $        --   $       6,105   $       1,729   $  7,834
 Due to (from) affiliates . . . . . . . . . .      (88,271)         89,745          (1,474)        --
 Notes payable to affiliates. . . . . . . . .       (7,330)             --           7,330         --
 Accrued expenses . . . . . . . . . . . . . .        3,427          14,415           1,167     19,009
 Customer deposits. . . . . . . . . . . . . .           --           3,863             154      4,017
 Current portion of notes payable and  Term
    Loan and other. . . . . . . . . . . . . .          500               -              16        516
                                               ------------  --------------  --------------  ---------
 Total current liabilities. . . . . . . . . .      (91,674)        114,128           8,922     31,376

Notes payable . . . . . . . . . . . . . . . .       10,790              --              --     10,790
Senior Notes. . . . . . . . . . . . . . . . .       80,000              --              --     80,000
                                               ------------  --------------  --------------  ---------
 Total liabilities. . . . . . . . . . . . . .         (884)        114,128           8,922    122,166
Stockholder's Equity:
 Common stock . . . . . . . . . . . . . . . .           --              --              --         --
 Paid-in capital. . . . . . . . . . . . . . .       27,800              --              --     27,800
 Retained earnings (accumulated deficit). . .      (21,946)          6,769            (413)   (15,590)
 Accumulated other comprehensive loss, net. .           --              --             (85)       (85)
                                               ------------  --------------  --------------  ---------
 Total stockholder's equity . . . . . . . . .        5,854           6,769            (498)    12,125
                                               ------------  --------------  --------------  ---------
 Total liabilities and stockholder's equity .  $     4,970   $     120,897   $       8,424   $134,291
                                               ============  ==============  ==============  =========
</TABLE>






<PAGE>


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


7.  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)


7.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
      (CONTINUED)

<TABLE>
<CAPTION>


                             CONSOLIDATED STATEMENT OF OPERATIONS
                               THREE MONTHS ENDED JUNE 30, 2000

                                                       GUARANTOR     NON-GUARANTOR  CONSOLIDATED
                                        ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES      TOTAL
                                        ----------    ------------   -------------  ------------
<S>                                    <C>           <C>             <C>             <C>
Revenues. . . . . . . . . . . . . . .  $         -   $      34,613   $       4,226   $38,839

Cost and expenses:
 Operating expenses . . . . . . . . .            2          28,673           3,418    32,093
 Selling, general and administrative.            2           2,399             305     2,706
 Amortization . . . . . . . . . . . .            -             683               5       688
 Depreciation . . . . . . . . . . . .            4           2,014             167     2,185
                                       ------------  --------------  --------------  --------
Total cost and expenses . . . . . . .            8          33,769           3,895    37,672
                                       ------------  --------------  --------------  --------
Operating income (loss) . . . . . . .           (8)            844             331     1,167


Other income (expense), net . . . . .            -             (19)             67        48
Interest income . . . . . . . . . . .            1               9              --        10
Interest and other financial expense.       (2,463)           (130)           (137)   (2,730)
                                       ------------  --------------  --------------  --------
Income (loss) before income taxes . .       (2,470)            704             261    (1,505)

Income taxes. . . . . . . . . . . . .            -               -               -         -
                                       ------------  --------------  --------------  --------
Net income (loss) . . . . . . . . . .  $    (2,470)  $         704   $         261   $(1,505)
                                       ============  ==============  ==============  ========
</TABLE>



<PAGE>



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


7.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATING  FINANCIAL  STATEMENTS
        (CONTINUED)


<TABLE>
<CAPTION>


                               CONSOLIDATED STATEMENT OF OPERATIONS
                                 THREE MONTHS ENDED JUNE 30, 1999

                                                      GUARANTOR      NON-GUARANTOR   CONSOLIDATED
                                        ASIG, INC.    SUBSIDIARIES    SUBSIDIARIES       TOTAL
                                        ---------     ------------   -------------   ------------
<S>                                    <C>           <C>             <C>             <C>
Revenues. . . . . . . . . . . . . . .  $         -   $      28,987   $       3,594   $32,581

Cost and expenses:
 Operating expenses . . . . . . . . .            1          23,335           3,094    26,430
 Selling, general and administrative.            -           2,169             391     2,560
 Amortization . . . . . . . . . . . .            -             650               6       656
 Depreciation . . . . . . . . . . . .            4           1,654             142     1,800
                                       ------------  --------------  --------------  --------
Total cost and expenses . . . . . . .            5          27,808           3,633    31,446
                                       ------------  --------------  --------------  --------
Operating income (loss) . . . . . . .           (5)          1,179             (39)    1,135


Other income (expense), net . . . . .            -              (2)             23        21
Interest income . . . . . . . . . . .            1               8               7        16
Interest and other financial expense.       (2,216)            (94)           (274)   (2,584)
                                       ------------  --------------  --------------  --------
Income (loss) before income taxes . .       (2,220)          1,091            (283)   (1,412)

Income taxes. . . . . . . . . . . . .            -               -               -         -
                                       ------------  --------------  --------------  --------
Net income (loss) . . . . . . . . . .  $    (2,220)  $       1,091   $        (283)  $(1,412)
                                       ============  ==============  ==============  ========
</TABLE>



<PAGE>


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


7.  SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
      (CONTINUED)

<TABLE>
<CAPTION>


                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                  THREE MONTHS ENDED JUNE 30, 2000

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

<S>                                           <C>           <C>             <C>             <C>
OPERATING ACTIVITIES
Net income (loss). . . . . . . . . . . . . .  $    (2,467)  $         701   $         261   $(1,505)
Adjustments to reconcile net income to
 net cash provided by (used in) operating
 activities:
 Amortization of intangible assets . . . . .            -             683               5       688
 Depreciation. . . . . . . . . . . . . . . .            4           2,014             167     2,185
 Amortization of deferred financing cost . .          133               -               -       133
 Deferred income taxes . . . . . . . . . . .           --              (2)              2        --
 Equity income in joint venture. . . . . . .           --               7             (67)      (60)
 Loss on sale of fixed assets . . . .                  --              21               3        24
 Changes in operating assets and
  Liabilities, net of acquisition:
   Accounts receivable . . . . . . . . . . .           --          (1,302)         (1,440)   (2,742)
   Due from (to) affiliates. . . . . . . . .           --              29             (29)        -
   Prepaid expenses. . . . . . . . . . . . .            4            (508)            (74)     (578)
   Spare parts and supplies. . . . . . . . .            -            (275)              4      (271)
   Other assets. . . . . . . . . . . . . . .           --            (206)            137       (69)
   Accounts payable. . . . . . . . . . . . .            -              56           1,391     1,447
   Accrued expenses. . . . . . . . . . . . .        1,639            (125)             (5)    1,509
   Customer deposits . . . . . . . . . . . .            -             343              29       372
                                              ------------  --------------  --------------  --------
Net cash provided by (used in) by operating
  activities . . . . . . . . . . . . . . .           (687)          1,436             384    (1,133)

INVESTING ACTIVITIES
Purchases of property, plant and equipment .            -            (490)           (301)     (791)
Investment in joint venture
Investment in ACS. . . . . . . . . . . . . .           --             130            (130)       --
                                                       --              --              --        --
                                              ------------  --------------  --------------  --------
Net cash used in investing activities. . . .            -            (360)           (431)     (791)

FINANCING ACTIVITIES
Repayments on promissory note                        (128)           (395)            (20)     (543)
Borrowings under Senior Credit Facility .             860               -               -       860
Repayments of Term Note borrowings . . . . .         (125)              -               -      (125)
                                              ------------  --------------  --------------  --------
Net cash provided by financing activities. .          607            (395)            (20)      192
                                              ------------  --------------  --------------  --------

Net increase (decrease) in cash. . . . . . .          (80)            681             (67)      534
Cash at the beginning of the period. . . . .          111             (90)            400       421
                                              ------------  --------------  --------------  --------
Cash at the end of the period. . . . . . . .  $        31   $         591   $         333   $   955
                                              ============  ==============  ==============  ========

</TABLE>


<PAGE>


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


7.  SUPPLEMENTAL  GUARANTOR  CONDENSED  CONSOLIDATING  FINANCIAL  STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>


                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                  THREE MONTHS ENDED JUNE 30, 1999

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

<S>                                           <C>           <C>             <C>             <C>
OPERATING ACTIVITIES
Net income (loss). . . . . . . . . . . . . .  $    (2,220)  $       1,091   $        (283)  $(1,412)
Adjustments to reconcile net income to
 net cash provided by (used in) operating
 activities:
 Amortization of intangible assets . . . . .            -             650               6       656
 Depreciation. . . . . . . . . . . . . . . .            4           1,654             142     1,800
 Amortization of deferred financing cost . .          152               -               -       152
 Deferred income taxes . . . . . . . . . . .            -               -              (2)       (2)
 Equity income in joint venture. . . . . . .            -               -             (22)      (22)
 Changes in operating assets and
  liabilities, net of acquisition:
   Accounts receivable . . . . . . . . . . .          (54)         (3,364)           (331)   (3,749)
   Due from (to) affiliates. . . . . . . . .       (9,454)         10,729          (1,275)        -
   Prepaid expenses. . . . . . . . . . . . .           (3)         (1,010)              5    (1,008)
   Spare parts and supplies. . . . . . . . .            -            (298)             (1)     (299)
   Other assets. . . . . . . . . . . . . . .            1             (10)              2        (7)
   Accounts payable. . . . . . . . . . . . .            -             (63)            (92)     (155)
   Accrued expenses. . . . . . . . . . . . .        2,134          (2,641)          1,896     1,389
   Customer deposits . . . . . . . . . . . .            -             221              15       236
                                              ------------  --------------  --------------  --------
Net cash provided by (used in) by operating
   activities . . . . . . . . . . . . . . .       (9,440)          6,959              60    (2,421)

INVESTING ACTIVITIES
Purchases of property, plant and equipment .            -          (3,227)           (460)   (3,687)
Purchase of Elsinore business, less cash
   acquired of $9
                                                        -          (5,890)              -    (5,890)
                                              ------------  --------------  --------------  --------
Net cash used in investing activities. . . .            -          (9,117)           (460)   (9,577)

FINANCING ACTIVITIES
Proceeds from borrowings on promissory
   note
                                                        -             899               -       899
Borrowings under Senior Credit facility .           5,449               -               -     5,449
Repayments on Senior Credit facility. . .            (900)              -               -      (900)
Deferred financing costs . . . . . . . . . .          (53)            (18)              -       (71)
Proceeds from Term Note borrowings . . . . .        5,000               -               -     5,000
                                              ------------  --------------  --------------  --------
Net cash provided by financing activities. .        9,496             881               -    10,377
                                              ------------  --------------  --------------  --------

Net increase in cash . . . . . . . . . . . .           56          (1,277)           (400)   (1,621)
Cash at the beginning of the period. . . . .          124           2,216             971     3,311
                                              ------------  --------------  --------------  --------
Cash at the end of the period. . . . . . . .  $       180   $         939   $         571   $ 1,690
                                              ============  ==============  ==============  ========

</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 (64% of quarter
ended June 30, 2000 revenues); aircraft ground services (32%) and other aviation
services  (4%).  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  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. 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>


     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 quarter ended June
30,  2000,  the Company's largest contract accounted for 5.4% 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 JUNE 30,
                                        ---------------------------
                                               % OF              % OF
                                     2000     REVENUE    1999   REVENUE
                                      ------  --------  ------  --------
<S>                                   <C>     <C>       <C>     <C>
Revenues . . . . . . . . . . . . . .  $38.8     100.0%  $32.6     100.0%
Costs and expenses:
 Operating expenses. . . . . . . . .   32.0      82.5    26.4      81.0
 Selling, general and administrative    2.7       7.0     2.6       8.0
 Depreciation and amortization . . .    2.9       7.5     2.5       7.7
                                      ------  --------  ------  --------
Operating income . . . . . . . . . .  $ 1.2       3.0   $ 1.1       3.4
                                      ======  ========  ======  ========
Net loss . . . . . . . . . . . . . .  $(1.5)     (3.9)  $(1.4)     (4.3)
                                      ======  ========  ======  ========
EBITDA . . . . . . . . . . . . . . .  $ 4.1      10.6   $ 3.6      11.0
                                      ======  ========  ======  ========
</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.

Three  Months  Ended  June  30,  2000  Compared  to  June  30,  1999

     Revenues  increased  $6.2  million  or  19.0%,  from $32.6 million to $38.8
million.  The  increase  was  attributable to, among other things, new business,
increased  activity  on  existing contracts and the acquisition of Elsinore L.P.

     Operating  expenses  increased $5.6 million or 21.2%, from $26.4 million to
$32.0  million.  The  increase  was  attributable  to,  among  other things, new
business,  increased  activity  on  existing  contracts,  and the acquisition of
Elsinore L.P.  The increase in operating expenses as a percentage of revenue was
mainly  due  to  increases  in operating expenses at three stations.  Two of the
stations  had  significant  reductions in flights from South America.  Operating
expenses  as  a  percentage  of  revenue  at  the third station increased due to
inefficiencies  associated  with  the set up and implementation of fixed fueling
carts.

     Selling,  general  and  administrative expenses increased $0.1 or 3.8% from
$2.6  million  to  $2.7  million.  The  increase  is  mainly attributed to costs
associated  with  a  one-time  cost  associated  with  a change in 401K benefits
providers.  Selling  general  and  administrative  expenses  as  a percentage of
revenue  decreased  1.0%  from  8.0%  to  7% due to the higher revenues in 2000.

     Depreciation  and  amortization  increased  $0.4  million  or  16.0%.  The
increase  is  primarily  attributable  to  the  depreciation  on  new  equipment
purchases,  which  the  Company  used  to  modernize  its  fleet.

     As  a  result of the above factors, operating income increased $0.1 million
or  9.1%  from  $1.1  million  to  $1.2  million.

     Interest  and  other  financial expense increased $0.1 million or 3.9% from
$2.6  million to $2.7 million.  This increase is mainly attributable to interest
expense  related  to  the  use  of  the  Senior  Credit  Facility.

     Income  Taxes  remained constant at $0.0 million for the three months ended
June  30,  2000.

     Accordingly, net loss increased $0.1 million or 7.1% from $(1.4) million to
$(1.5)  million.

     For  the three months ended June 30, 2000, EBITDA increased by $0.5 million
or  13.9%  from  $3.6  million  to  $4.1  million.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Net  cash  provided  by (used in) operating activities was $1.1 million for
the  three  months  ended  June  30, 2000, as compared to $(2.4) million for the
three  months  ended  June  30,  1999. Net cash provided by operating activities
increased  primarily  due  to  more  favorable  working  capital.

     Net cash used in investing activities was $0.8 million for the three months
ended June 30, 2000, as compared to $9.6 million for the three months ended June
30,  1999.  The  1999  amount  primarily  reflects  the


<PAGE>



LIQUIDITY  AND  CAPITAL  RESOURCES  (CONTINUED)

acquisition  of  the assets of Elsinore in May 1999. 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.

     As  of  June  30,  2000,  the  Company  had long-term indebtedness of $80.0
million  in  the form of its Series B 11% Senior Notes due 2005, $6.8 million of
Senior  Debt  and  $4.5  million  of  Term  Debt.

     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 June 30, 2000, the
amount  available  to borrow under the amended Senior Credit Facility would have
been  approximately  $13.6 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  require-ments.  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.

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.

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  1.  LEGAL  PROCEEDINGS

     None

ITEM  2.  CHANGES  IN  SECURITIES  AND  USES  OF  PROCEEDS

     None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS

     None

ITEM  5.  OTHER  INFORMATION

     None

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 August 14, 2000 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:  August 14, 2000

<PAGE>