SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q/A



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

                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended JUNE 30, 1998

         [ ]  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: 0-6867

                              LYNTON GROUP, INC.

            (Exact name of Registrant as specified in its charter)

                     DELAWARE                              13-2688055
           (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)             Identification Number)

                   9 AIRPORT ROAD
            MORRISTOWN MUNICIPAL AIRPORT                   
               MORRISTOWN, NEW JERSEY                        07960
      (Address of principal executive offices)             (Zip Code)

      Registrant's telephone number, including area code: (973) 292-9000

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, $.30 par value per share: 6,394,872
                        Outstanding as of JULY 31, 1998


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                           LYNTON GROUP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                                       (UNAUDITED)
<TABLE>
<CAPTION>
                            Three Months Ended           Nine Months Ended
                                 June 30                      June 30
                        ------------------------     -------------------------
                            1998         1997            1998          1997
                        -----------   ----------     -----------   -----------
<S>                   <C>           <C>            <C>           <C>
Net revenues            $14,344,481   $6,428,379     $31,960,538   $18,511,661
Expenses:
Direct costs             10,894,680    4,735,813      24,474,616    13,997,248
Selling, general and
 administrative           1,467,293      833,429       3,525,345     2,247,634
Depreciation                503,007      172,420       1,159,756       515,615
Amortization of goodwill
 and ground lease           172,611       31,918         345,654        95,755
Operating income          1,306,890      654,799       2,455,167     1,655,409

Amortization of debt discount
 and issuance costs          33,685       19,336          77,259        58,010
Interest                    645,084      308,462       1,683,043       823,881
Income before provision
 for income taxes           628,121      327,001         694,865       773,518
Income tax provision         24,889       44,000          62,489        44,000
Net income attributable
 to Common Stock           $603,232     $283,001        $632,376      $729,518

Net income per share of Common Stock :
  Basic                       $0.09        $0.04           $0.10         $0.11
  Diluted                     $0.05        $0.04           $0.07         $0.11
</TABLE>

SEE ACCOMPANYING NOTES.



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                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                 JUNE 30, 1998


Note 2. ACQUISITIONS

Assuming the acquisition of Magec had occurred on October 1, 1996 the Company's
pro forma  (unaudited)  net  revenue,  net income, basic and diluted income per
share for the three and nine months ended  June 30, 1998 and 1997 are estimated
to have been as follows:

<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
$000s                                        June 30,             June 30,
                                       ------------------    -----------------
                                          1998      1997       1998      1997
                                       --------   -------    -------   -------
<S>                                  <C>        <C>        <C>       <C>
Revenue                                 $14,344   $11,822    $37,574   $34,550
Net income                                 $603      $237       $398       $58
Basic income per common share             $0.09     $0.03      $0.06     $0.00
Diluted income per common share           $0.05     $0.03      $0.04     $0.00
</TABLE>



<PAGE>

                  LYNTON GROUP, INC., AND SUBSIDIARIES
                     NOTES TO CONDENSED CONSOLIDATED
                          FINANCIAL STATEMENTS
                              JUNE 30, 1998


Note 4.  EARNINGS PER SHARE

<TABLE>
<CAPTION>
                              Three Months Ended         Nine Months Ended
                                   June 30,                   June 30,
                            ----------------------     ----------------------
                               1998        1997           1998        1997
                            ----------  ----------     ----------   ---------
<S>                        <C>         <C>            <C>         <C>
Weighted average shares of
 Common Stock outstanding    6,394,872   6,394,872      6,394,872   6,394,872
                                     -           -              -           -
Average shares outstanding
 - Basic earnings per share  6,394,872   6,394,872      6,394,872   6,394,872

Weighted average shares of
 Common Stock outstanding    6,394,872   6,394,872      6,394,872   6,394,872
Weighted average of Common
 Stock equivalents (1)         211,154           -        211,154           -
Assumed conversion of
 Convertible Debentures (2)  6,611,000           -      4,665,517           -
Average shares outstanding
 - Diluted earnings
 per share                  13,217,026   6,394,872     11,271,543   6,394,872

BASIC EARNINGS PER SHARE :
Average shares outstanding   6,394,872   6,394,872      6,394,872   6,394,872
Net income available to
 common shareholders          $603,232    $283,001       $632,376    $729,518
Per share amount                 $0.09       $0.04          $0.10       $0.11

DILUTED EARNINGS PER SHARE :
Average shares outstanding  13,217,026   6,394,872     11,271,543   6,394,872
Net income                    $603,232    $283,001       $632,376    $729,518
Plus effect of dilutive
 securities                     89,643           -        199,097           -
Net income available to
 common shareholders plus
 assumed conversions          $692,875    $283,001       $831,473    $729,518
Per share amount                 $0.05       $0.04          $0.07       $0.11
</TABLE>

(1) Certain options to purchase shares of Common Stock of the Company that  have
an excercise price below the average market price of common stock for the  three
and nine months ended June 30, 1998, had a dilutive effect on earnings per share
and are therefore included on a weighted average basis  in  the  calculation  of
diluted earnings per share.  Average market price has been calculated using  the
weighted average market price of shares traded in  the  three  and  nine  months
ended June 30, 1998. 

(2) Certain convertible  debentures  of  the  Company,  when  calculated  on  an
"if-converted" basis, had a dilutive effect on earnings per share for the  three
and  nine  months  ended  June  30,  1998  and  are  therefore  included  in the
calculation of diluted earnings per share.



<PAGE>





                                  SIGNATURES


Pursuant to the requirements of  the  Securities  and Exchange Act of 1934, the
Registrant  has  duly caused this Report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.



                                       LYNTON GROUP, INC.


Dated: NOVEMBER 2, 1998           By:  /S/ CHRISTOPHER TENNANT
                                       Christopher Tennant, President
                                       and Chief Executive Officer


Dated: NOVEMBER 2, 1998           By:  /S/ PAUL A. BOYD
                                       Paul A. Boyd, Secretary, Treasurer and
                                       Principal Financial Officer



<PAGE>



Exhibit 11 - Computation of per share earnings


                            LYNTON GROUP, INC. AND SUBSIDIARIES
                             COMPUTATION OF EARNINGS PER SHARE
                  For the three and nine months ended June 30, 1998 and 1997
                                       (Unaudited)
<TABLE>
<CAPTION>
                              Three Months Ended         Nine Months Ended
                                   June 30,                   June 30,
                            ----------------------     ----------------------
                               1998        1997           1998        1997
                            ----------   ---------     ----------   ---------
<S>                         <C>          <C>           <C>         <C>
Weighted average shares of
 Common Stock outstanding    6,394,872   6,394,872      6,394,872   6,394,872
                                     -           -              -           -
Average shares outstanding
 - Basic earnings per share  6,394,872   6,394,872      6,394,872   6,394,872

Weighted average shares of
 Common Stock outstanding    6,394,872   6,394,872      6,394,872   6,394,872
Weighted average of Common
 Stock equivalents (1)         211,154           -        211,154           -
Assumed conversion of
 Convertible Debentures (2)  6,611,000           -      4,665,517           -
Average shares outstanding
 - Diluted earnings
 per share                  13,217,026   6,394,872     11,271,543   6,394,872

BASIC EARNINGS PER SHARE :
Average shares outstanding   6,394,872   6,394,872      6,394,872   6,394,872
Net income available to
 common shareholders          $603,232    $283,001       $632,376    $729,518
Per share amount                 $0.09       $0.04          $0.10       $0.11

DILUTED EARNINGS PER SHARE :
Average shares outstanding  13,217,026   6,394,872     11,271,543   6,394,872
Net income                    $603,232    $283,001       $632,376    $729,518
Plus effect of dilutive
 securities                     89,643           -        199,097           -
Net income available to
 common shareholders plus
 assumed conversions          $692,875    $283,001       $831,473    $729,518
Per share amount                 $0.05       $0.04          $0.07       $0.11
</TABLE>

(1) Certain options to purchase shares of Common Stock of the Company that  have
an exercise price below the average market price of common stock for  the  three
and nine months ended June 30, 1998, had a dilutive effect on earnings per share
and are therefore included on a weighted average basis  in  the  calculation  of
diluted earnings per share.  Average market price has been  computed  using  the
weighted average market price of shares traded in  the  three  and  nine  months
ended June 30, 1998.

(2) Certain convertible  debentures  of  the  Company,  when  calculated  on  an
"if-converted" basis, had a dilutive effect on earnings per share for the  three
and nine  months  ended  June  30,  1998  and  are  therefore  included  in  the
calculation of diluted earnings per share.
    
<PAGE>