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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 AMENDMENT NO. 2
                                   FORM 10-K/A


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

                    For the fiscal year ended April 30, 2002

         [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
             SECURITIES EXCHANGE ACT OF 1934

               For the transition period from________ to_________

         Commission file number 2-87778A


                      THE FLIGHT INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)



           Georgia                                     58-1476225
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

           One Lear Drive                                  23602
           Newport News VA                               (Zip Code)
(Address of principal executive offices)

                                 (757) 886-5500
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None
      Securities registered pursuant to Section 12(g) of the Exchange Act:
                   New Common Stock, par value $.01 per share
      --------------------------------------------------------------------
                                (Title of class)

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        No X.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

As of the date hereof, there is no public market for the issuer's securities.

Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes        No

As of August 16, 2002 there were 1,109,588 shares of the issuer's New Common
Stock, par value $.01 per share, issued and outstanding.

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The registrant hereby files this report on Form 10-K/A to amend its Annual
Report on Form 10-K, filed August 19, 2002 for the year ended April 30, 2002 to
correct the description of Exhibit 10(v) in the Exhibit Index; to include
certain information contained Exhibits 10(u) and 10(v) that was previously
excluded and to include the certifications required by Section 302 of the
Sarbanes-Oxley Act of 2002.



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

1. The exhibits required to be filed as part of this Annual Report on Form 10-K
are listed in the attached Exhibit Index.

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated: November 21, 2002                    THE FLIGHT INTERNATIONAL GROUP, INC.



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

                                            By: /s/ Robert C. Dynan
                                                ----------------------------
                                                Robert C. Dynan
                                                Principal Financial Officer


CERTIFICATIONS

I, David E. Sandlin, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Flight International
Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

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3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

Date:   November 21, 2002

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


I, Robert C. Dynan, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Flight International
Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

 Date: November 21, 2002

                                                     /s/ Robert C. Dynan
                                                     ---------------------------
                                                     Robert C. Dynan
                                                     Principal Financial Officer




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                                  EXHIBIT INDEX

Exhibit Number                              Description

10(u)                                       Award/Contract No. N00019-02-D-3157
                                            dated 1 April, 2002 issued by the
                                            U.S. Naval Air Systems Command, AIR
                                            2.4.5.1.10, NAS Patuxent River, MD
                                            to Flight International, Inc.
                                            (CAS-MOS Contract, Lot I)). Certain
                                            portions of this Exhibit have been
                                            omitted based upon a request for
                                            confidential treatment with the
                                            Securities and Exchange Commission
                                            (the "Commission"). The confidential
                                            portions have been filed with the
                                            Commission.


10(v)                                       Award /Contract No. N00019-01-0037
                                            dated 1 January, 2002 issued by the
                                            U.S. Naval Air Systems Command, AIR
                                            2.4.5.1.10, NAS Patuxent River, MD
                                            to Flight International, Inc.
                                            (CAS-MOS Contract, Lot III). Certain
                                            portions of this Exhibit have been
                                            omitted based upon a request for
                                            confidential treatment with the
                                            Securities and Exchange Commission
                                            (the "Commission"). The confidential
                                            portions have been filed with the
                                            Commission.




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