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         U.S. Securities and Exchange Commission, Washington, D.C. 20549
                                 FORM 10-KSB/A

      (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
                    For the fiscal year ended April 30, 1996

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
                        For the transition period from         to

                         Commission file number 2-87778A

                      THE FLIGHT INTERNATIONAL GROUP, INC.
                 (Name of small business issuer in its charter)

          Georgia                                              58-1476225
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                            identification number)

Newport News/Williamsburg International Airport, Newport News, VA       23602
--------------------------------------------------------------------------------
      (Address of principal executive offices                         (Zip Code)

                    Issuer's telephone number: (804) 886-5500

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

New Common Stock, par value $.01 per share (successor to Common Stock, par value
$.01 per share) (Title of class)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes X  
No____.

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

         State issuer's revenues for its most recent fiscal year: The issuer's
revenues for the year ending April 30, 1996 were $12,265,436.

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days: As of the date hereof, there is no public market for the
issuer's securities.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No X

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: As of October 15, 1996, there
were 998,974 shares of the issuer's New Common Stock, par value $.01 per share,
issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None

Transitional Small Business Disclosure Format [check one]:Yes___; No  X

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                              PURPOSE OF AMENDMENT

     The purpose of this Amendment No. 2 to the registrant's Annual Report on
Form 10-KSB for the fiscal year ended April 30, 1996 is to confirm that certain
portions of Exhibit 10(1) have been omitted based upon a request for
confidential treatment with the Securities and Exchange Commission. It should be
noted that the confidential portions of such exhibit have been filed with the
Securities and Exchange Commission. Omitted material in such exhibit is marked
with an asterisk (*). The Index to Exhibits of the Annual Report on Form 10-KSB
is set forth in full herein in its amended form and the first page of Exhibit
10(1) with certain conforming changes thereon also is annexed hereto, as are the
pages contained in such exhibit which now include markings designating the
location of omitted material.
 


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                                   SIGNATURES

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


Dated: June 18, 1997                        THE FLIGHT INTERNATIONAL GROUP,
                                                INC.


                                                By:    /s/ David E. Sandlin
                                                    ---------------------------
                                                    David E. Sandlin
                                                    Principal Executive Officer


 
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                                  EXHIBIT INDEX

Exhibit
Number            Page              Description
------            ----              -----------

  3(a)                              Amended and Restated Articles of
                                    Incorporation of the Company (incorporated
                                    by reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1995).

  3(b)                              Bylaws of the Company (incorporated by
                                    reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1995).

  10(a)                             Lease Agreement dated November 8, 1984
                                    between the Peninsula Airport Commission and
                                    Flight International Aviation, Inc., as
                                    amended. (incorporated by reference to
                                    Exhibit 10(n) to the Company's Report on
                                    Form 10-K for the fiscal year ended April
                                    30, 1988).

  10(b)                             Award/Contract No. N00421-92-C-0134 dated
                                    September 15, 1992, issued by the United
                                    States Naval Weapons Center, Patuxent River,
                                    MD to Flight International, Inc.
                                    (incorporated by reference to the Company's
                                    Report on Form 10-KSB for the fiscal year
                                    ended April 30, 1995).

  10(c)                             Award/Contract No. N68936-94-C-0086 dated
                                    November 21, 1994, issued by the United
                                    States Naval Weapons Center, China Lake, CA
                                    to Flight International, Inc. (incorporated
                                    by reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1995).

  10(d)                             Collateral Retention and Adequate Protection
                                    Agreement dated July 25, 1994 among Flight
                                    International Inc., Flight International of
                                    Florida, Inc. and First Tennessee Equipment
                                    Finance Corporation (incorporated by
                                    reference to Exhibit 2 to the Company's
                                    Current Report on Form 8-K dated December
                                    20, 1994).

  10(e)                             Collateral Retention and Adequate Protection
                                    Agreement dated July 29, 1994 among Flight
                                    International Inc., Flight International of
                                    Florida, Inc., the Company and Michigan
                                    National Bank (incorporated by reference to
                                    Exhibit 2 to the Company's Current Report on
                                    Form 8-K dated December 20, 1994).

  10(f)                             Amended Secured Promissory Note between
                                    Signet Bank/Virginia and Flight
                                    International Aviation, Inc. dated October
                                    13, 1994 (incorporated by reference to
                                    Exhibit 2 to the Company's Current Report on
                                    Form 8-K dated December 20, 1994).


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  10(g)                             Stipulation Regarding Adequate Protection of
                                    Interest of Nations Financial Capital
                                    Corporation in Certain Aircraft Owned By
                                    Debtor dated December 14, 1994 between
                                    Flight International of Florida, Inc. and
                                    NationsFinancial Capital Corporation
                                    (incorporated by reference to Exhibit 2 to
                                    the Company's Current Report on Form 8-K
                                    dated December 20, 1994).

  10(h)                             Agreement on Use of Cash Collateral and for
                                    Loan Restructure dated December 14, 1994
                                    between Flight International, Inc. and
                                    SouthTrust Bank of Alabama, N. A.
                                    (incorporated by reference to Exhibit 2 to
                                    the Company's Current Report on Form 8-K
                                    dated December 20, 1994).

  10(i)                             Collateral Retention and Adequate Protection
                                    Agreement dated December 14, 1994 among
                                    Flight International Inc., Flight
                                    International of Florida, Inc., the Company
                                    and Lease Plan U.S.A. (incorporated by
                                    reference to Exhibit 2 to the Company's
                                    Current Report on Form 8-K dated December
                                    20, 1994).

  10(j)                             Employment Agreement dated January 3, 1995
                                    between the Company and David E. Sandlin
                                    (incorporated by reference to the Company's
                                    Report on Form 10-KSB for the fiscal year
                                    ended April 30, 1995).

  10(k)                             Employment Agreement dated January 3, 1995
                                    between the Company and Wayne M. Richmon
                                    (incorporated by reference to the Company's
                                    Report on Form 10-KSB for the fiscal year
                                    ended April 30, 1995).
  
  10(l)                             Award/Contract No. N00019 dated August 30,
                                    1996, issued by the United States Naval Air
                                    Systems Command, AIR-2.5.3, Patuxent River,
                                    MD to Flight International, Inc. ("CAS-MOS"
                                    Contract) (incorporated by reference to the
                                    Company's Report on Form 10-KSB/A for the 
                                    fiscal year ended April 30, 1996). Certain
                                    portions of this Exhibit have been omitted
                                    based upon a request for confidential  
                                    treatment with the Securities and Exchange
                                    Commission. The confidential portions have
                                    been filed with the Securities and Exchange
                                    Commission. 

  10(m)                             Intentionally omitted.

  10(n)                             Intentionally omitted.

  10(o)                             Fourth Modification Agreement, dated as of
                                    April 30, 1996, by and between Flight
                                    International Aviation, Inc., Steven D.
                                    Delaney, Otto W. Konrad and Signet Bank
                                    (incorporated by reference to the Company's
                                    Report on Form 10-KSB for the fiscal year
                                    ended April 30, 1996).

  10(p)                             Amended and Restated Deed of Trust Note,
                                    dated April 30, 1996, (incorporated by
                                    reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1996).


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                                    from Flight International Aviation, Inc., as
                                    maker, to Signet Bank (incorporated by
                                    reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1996).

  22                                Subsidiaries of the Company (incorporated by
                                    reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1996).

  27                                Financial Data Schedule (incorporated by
                                    reference to the Company's Report on Form
                                    10-KSB for the fiscal year ended April 30,
                                    1996).





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