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 MARCH 31, 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                                    07960
      MORRISTOWN, NEW JERSEY                                    (Zip Code)
(Address of principal executive offices)

      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 MAY 1, 1998




<PAGE>
                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                          PERIOD ENDED MARCH 31, 1998


                  ITEM                                               PAGE

Item 1 - Financial Statements:

     Condensed Consolidated Balance Sheets -
         March 31, 1998 and September 30, 1997                         3

     Condensed Consolidated Statements of Operations -
         For the Three and Six months ended March 31, 1998 and 1997    4

     Condensed Consolidated Statements of Cash Flows -
         For the Six months ended March 31, 1998 and 1997              5

Notes to Condensed Consolidated Financial Statements                6-10


Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations                       11-13



<PAGE>


                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                            March 31,             September 30,
                                              1998                    1997
                                           (Unaudited)              (Audited)
<S>                                       <C>                     <C>
Assets
Current assets:
Cash                                         $968,043                $726,645
Accounts receivable                         4,512,510               3,268,879
Investment in jointly-owned company
 held for resale                                    -               1,222,620
Inventories                                 1,531,957                 803,677
Aircraft held for resale                   13,984,233                       -
Prepaids and other current assets             643,483                 214,124
Total current assets                       21,640,226               6,235,945

Property, plant and equipment              33,417,119              18,045,935
Less accumulated depreciation
 and amortization                           5,356,637               4,652,703
                                           28,060,482              13,393,232
Funds held in escrow                          150,000                 150,000
Aircraft held for resale                            -               1,870,233
Long-term ground lease,
 less accumulated amortization              2,287,822               1,933,861
Goodwill, less accumulated amortization     9,462,862               2,155,007
Other assets and deferred charges,
 less accumulated amortization                664,216                 484,970
                                          $62,265,608             $26,223,248

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities   $5,778,624              $4,201,508
Advances from customers and
 deferred revenue                           1,680,349               1,761,950
Current portion of capital lease
 obligations                                   42,468                  38,480
Current portion of debt on aircraft
 held for resale                           12,210,492                       -
Current portion of other long-term debt     3,853,043               1,285,364
Total current liabilities                  23,564,976               7,287,302

Long term debt, less current portion       22,854,677              13,459,832
Subordinated convertible debentures         5,816,000                       -
Deferred revenue                              600,000                 720,000
Obligations under capital leases,
 less current portion                          49,723                  69,071
Deferred income taxes                       4,850,750                 163,183
Stockholders' equity:
Common stock                                1,918,462               1,918,462
Additional paid-in capital                  9,779,823               9,779,823
Accumulated deficit                        (7,111,971)             (7,141,115)
Translation adjustment                        (45,484)                (21,962)
                                            4,540,830               4,535,208
Common stock held in treasury                 (11,348)                (11,348)
Total stockholders' equity                  4,529,482               4,523,860
                                          $62,265,608             $26,223,248
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>


                                 LYNTON GROUP, INC. AND SUNSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1998 AND 1997
                                              (UNAUDITED)
<TABLE>
<CAPTION>
                         Three Months Ended             Six Months Ended
                             March 31                      March 31
                        1998           1997           1998           1997
<S>                <C>            <C>            <C>            <C>
Net revenues         $10,706,086    $6,211,691     $17,616,057    $12,083,282
Expenses:
Direct costs           8,143,907     4,657,558      13,579,936      9,261,435
Selling, general and
 administrative        1,350,878       755,290       2,058,052      1,414,205
Depreciation             476,946       172,181         656,749        343,195
Amortization of goodwill
 and ground lease        141,089        31,913         173,043         63,837
Operating income         593,266       594,749       1,148,277      1,000,610

Amortization of debt
 discount and issuance
 costs                   24,237         19,337          43,574         38,674
Interest                723,558        274,310       1,037,959        515,419
(Loss) income before
 provision for income
 taxes                 (154,529)       301,102          66,744        446,517
Income tax provision      8,700              -          37,600              -
Net (loss) income
 attributable to
 Common Stock         $(163,229)      $301,102         $29,144       $446,517

Net (loss) income per share of Common Stock :
  Basic                  $(0.03)         $0.05           $0.00          $0.07
  Diluted                 $0.00          $0.05           $0.02          $0.07
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the six months ended March 31, 1998 and 1997
                                             (Unaudited)
<TABLE>
<CAPTION>

                                               1998                    1997
<S>                                       <C>                     <C>
Cash flows from operating activities:
Net income                                    $29,144                $446,517
Adjustments to reconcile net income to
 cash provided by operating activities:
Depreciation and amortization                 873,366                 445,706
Change in certain assets and liabilities:
Accounts receivable                         1,980,719                 700,288
Due from/to affiliates (net)                        -                 (24,108)
Inventories                                  (177,909)                 60,216
Prepaids and other assets                    (237,006)                242,604
Accounts payable and accrued expenses        (415,210)             (1,520,275)
Advances from customers and deferred
 revenues                                    (201,601)               (263,658)
Net cash provided by operating activities   1,851,503                  87,290

Cash flow from investing activities:
Cash paid for Magec Aviation and related
 acquisition costs                        (30,294,785)                      -
Cash paid for Jet Systems Acquisition
 and related acquisition costs             (1,797,720)                      -
Capital expenditures (net)                   (163,125)               (234,195)
Net cash used by investing activities     (32,255,630)               (234,195)

Cash flow from financing activities:
Capital lease obligations (net)               (15,360)                 54,647
Proceeds from financing for Magec
 Aviation acquisition                      30,177,451                       -
Proceeds from financing for Jet
 Systems acquisition                        1,625,000                       -
Proceeds from other debt financing             40,789                       -
Repayment of notes payable and
 long-term debt                            (1,854,226)               (569,577)
Net cash provided (used) by financing
 activities                                29,973,654                (514,930)
Effect of exchange rate changes on cash       (23,523)                 30,382
Decrease in cash                             (453,996)               (631,453)
Cash, beginning of period                     726,645               1,268,475
Cash, end of period                          $272,649                $637,022

Supplemental Information :
Interest Paid                                $950,076                $512,576
Taxes Paid                                     $5,250                 $90,000
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                MARCH  31, 1998


Note 1. 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 six-month
period ended March 31, 1998 are not necessarily indicative of the  results that
may  be  expected  for the year ending September 30, 1998. The balances  as  of
September 30, 1997 in  the  accompanying  balance sheets have been derived from
the audited financial statements as of such  date.   For  further  information,
refer  to the consolidated financial statements and footnotes thereto  included
in the Lynton  Group,  Inc.  (the "Company") Annual Report on Form 10-K for the
year ended September 30, 1997.


Note 2. ACQUISITIONS

In December 1997, the Company  acquired through Lynton Group Limited, a wholly-
owned subsidiary of the Company,  all  of  the issued and outstanding shares of
capital  stock  (the "Magec Shares") of Magec  Aviation  Limited  ("Magec"),  a
company organized under the laws of England in a business combination which has
been accounted for  as  a  purchase.   Magec  provides hangarage and refueling,
charter, management, and maintenance services for  corporate  aircraft from its
own  exclusive  terminal at London Luton Airport, England.  The purchase  price
(including acquisition  costs) of $30,295,000 exceeded the estimated fair value
of the net assets of Magec  by  $7,426,000,  which  will be amortized using the
straight line method over twenty years.  The purchase price allocation is based
on the following:

<TABLE>
<CAPTION>
<S>                                        <C>
Tangible fixed assets                       $13,995,207
Aircraft held for resale                     12,114,000
Inventories                                     550,371
Accounts receivable                           2,001,731
Prepaids and other assets                       192,351
Cash and cash equivalents                       695,394
Accounts payable and accrued expenses        (2,022,694)
Deferred tax provision                       (4,657,200)
Net assets acquired                         $22,869,160

Purchase price                               30,294,785

Goodwill on acquisition                      $7,425,625
</TABLE>



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                MARCH  31, 1998


The  consideration  paid  to  Magec  was  17,000,000  Pounds Sterling (equal to
$28,288,000)  paid  in  cash  at  Closing.   The funds used to  purchase  Magec
(including acquisition costs) included bank financing  in  the principal amount
of 12,827,000 Pounds Sterling with the balance of the purchase  price from debt
financing as follows: (i) promissory notes (the "December 1999 Notes")  in  the
aggregate  principal  amount  of  $1,664,000  due  on  December  23, 1999, with
interest  at 12.0% per annum, issued and sold to entities which may  be  deemed
affiliates  of  Paul R. Dupee, Jr., Chairman of the Board and a director of the
Company, and (ii)  a  non  interest  bearing  loan  in  the principal amount of
$1,353,000  due on December 23, 1998, pursuant to an Option  Agreement  entered
into between  Magec  and an unrelated party to acquire a certain aircraft owned
by Magec, and (iii) 8.0%  Subordinated  Convertible Debentures due December 31,
2007 in the aggregate principal amount of  $5,816,000 (the "Debentures") issued
and sold to certain directors and principal stockholders of the Company, and/or
their affiliates, as well as other third parties.

In connection with the aforesaid financing,  an  Option  Agreement  was entered
into between Magec and Westbury Properties Corporation ("Westbury"),  which may
be  deemed  an  affiliate  of  Paul R. Dupee, Jr., Chairman of the Board and  a
director  of the Company, whereby  Westbury  was  granted  an  option  expiring
December 23, 1999 to acquire a certain aircraft owned by Magec for the purchase
price of $6,664,000.   Subsequent  to the quarter ended March 31, 1998 the said
aircraft was sold by Magec for the purchase price of $7,250,000.  In connection
therewith, the December 1999 Notes including accrued interest thereon were paid
in full, certain other bank indebtedness in the amount of $4,998,000 was repaid
and Westbury surrendered its option  over  said  aircraft  in  return for a sum
equal to the difference between the purchase price ($7,250,000)  and the option
exercise price ($6,664,000).

      The  8%  Subordinated  Convertible  Debentures,  referred  to above,  are
convertible  into  shares  of the Company's Common Stock at the option  of  the
holder at any time prior to  maturity  at  an initial conversion price of $1.00
per share (subject to adjustment upon the occurrence  of  certain  events) once
the  Certificate  of  incorporation  is  modified  to  increase  the number  of
authorized shares of Common Stock.  The conversion price was set at $1.00 which
management  believed  to  be  fair market price based on recent bid prices  for
certain Common Stock of the Company (reference is made to information on page 9
of the Subject Form 10-K Annual  Report for September 30, 1997).  Conversion of
the  Debentures,  if still held by the  original  purchasers  at  the  time  of
conversion, would not  lead  to  a  significant  change  in  ownership  as  the
significant  majority  of  the  Debentures  were  purchased by certain existing
principal  stockholders  of  the  Company in significant  proportion  to  their
current stockholding in the Company.   However  if  these  certain stockholders
were  to  transfer their interests in the Debentures prior to  such  conversion
then this could result in a substantial change in ownership of the Company.

Assuming the acquisition of Magec had occurred on October 1, 1996 the Company's
pro forma (unaudited)  net  revenue, net loss, basic and diluted loss per share
for the three and six months  ended  March  31,  1998 and 1997 are estimated to
have been as follows:

<TABLE>
<CAPTION>
                          Three Months Ended            Six Months Ended
                               March 31,                    March 31,
                           1998          1997           1998          1997
<S>                  <C>            <C>            <C>           <C>
Revenue                $10,706,000   $11,563,000    $23,230,000   $22,727,000
Net loss                 $(163,000)    $(126,000)     $(205,000)    $(179,000)
Basic loss per
 common share               $(0.03)       $(0.02)        $(0.03)       $(0.03)
Diluted loss per
 common share               $(0.00)       $(0.02)        $(0.02)       $(0.03)
</TABLE>



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                MARCH  31, 1998




On  February  27,  1998  the  Company, through Lynton Jet Centre, Inc. ("Lynton
Jet"), a wholly-owned subsidiary  of  the  Company,  acquired for $1,798,000 in
cash (including acquisition costs) substantially all the assets of Jet Systems,
including  its  ground  lease  on  a  hangar  facility, located  at  Morristown
Municipal  Airport,  Morristown,  New Jersey (the  "Jet  System  Acquisition"),
pursuant to an Asset Purchase Agreement between 41 North 73 West Inc. d/b/a Jet
Systems and Lynton Jet.  The funds  used  to purchase Jet Systems included bank
financing  from  Finova  Capital  Corporation  in   the   principal  amount  of
$1,625,000.  The purchase price allocation is based on the following:

<TABLE>
<CAPTION>
<S>                         <C>
Tangible fixed assets        $1,175,000
Covenant not to compete          50,000
Ground lease                    400,000
Acquisition costs               173,000
Purchase price               $1,798,000
</TABLE>



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                MARCH  31, 1998


Note 3. LONG TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                             March 31,             September 30,
                                               1998                    1997
                                           (Unaudited)              (Audited)
<S>                                      <C>                       <C>

Mortgage due to bank with interest at
 Sterling LIBOR rate (7.19% at September
 30, 1997) plus 2.0%, due in monthly
 installments through April, 2001.                   $-              $210,866
Mortgage Note payable to Massachusetts
 Mutual Life Insurance Company with an
 interest rate of 6.69% due in monthly
 installments through January 3, 2006.        7,188,885             7,485,990
Mortgage Note payable to Finova Capital
 Corp. with an interest rate of 10.7%
 due in monthly installments through
 December 1, 2004, with a final
 installment payment of $1,400,000 due
 December 1, 2004.                            3,724,633             3,820,525
Mortgage note payable to Finova Capital
 Corp. with an interest rate of 10.1% due
 in monthly installments through February 1,
 2003 with a final installment payment of
 $568,750 due March 1, 2003.                  1,625,000                     -  
Senior Subordinated Convertible Debentures
 with interest at 10%, payable on
 December 31, 1998.                             795,000               795,000
Note payable to finance company with interest
 at Sterling LIBOR rate (7.19% at September
 30, 1997) plus 3.5% payable in monthly
 installments through August, 2000.             451,629               536,597
Aircraft financing note payable to finance
 company with an interest rate of 10.0% with
 principal due every six months and interest
 due every four months through January 20,
 1999, with a final installment payment of
 $1,589,698 due January 20, 1999.             1,776,721             1,870,233
Notes payable to bank with interest at
 Sterling LIBOR rate plus 2.25% payable in
 installments through September 2002.        20,279,176                     -
Promissory notes payable to entities, which
 may be deemed to be affiliates of the
 Company's Chairman of the Board, with
 interest at 12% per annum payable in one
 installment on December 31, 1999.            1,664,000                     -
Loan note payable to third party at zero
 interest, payable in one installment on
 December 23, 1998.                           1,353,323                     -
Notes payable due to finance company with
 an interest rate of 10.5%, due in monthly
 installments through February, 2000.            59,845                25,985
                                            $38,918,212           $14,745,196
Less:
Amount due within one year                  (16,063,535)           (1,285,364)
                                            $22,854,677           $13,459,832
</TABLE>

The  Finova  loans  require  compliance  with  certain covenants, financial and
otherwise, as defined in the loan agreements, including  maintaining  a minimum
consolidated net worth; a minimum earnings, before interest taxes, depreciation
and  amortization  coverage ratio; and a total liabilities to consolidated  net
worth coverage ratio,  by  both Lynton Jet, as borrower, and Lynton Group, Inc.
as guarantor.  At March 31, 1998 Lynton Group, Inc. was in technical default of
its total liabilities to consolidated  net  worth coverage ratio.  This default
was cured, within the period allowed to remedy  default  under article 7.1.2 of
the loan agreement, as two of the aircraft held in stock at March 31, 1998 were
sold  by  April  8, 1998 and the outstanding associated liabilities  repaid  in
full.



<PAGE>

                  LYNTON GROUP, INC., AND SUBSIDIARIES
                     NOTES TO CONDENSED CONSOLIDATED
                          FINANCIAL STATEMENTS
                             MARCH  31, 1998


Note 4.  EARNINGS PER SHARE

<TABLE>
<CAPTION>
                              Three Months Ended           Six Months Ended
                                   March 31,                   March 31,
                               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)         431,299            -       431,299            -
Assumed conversion of 10%
 Senior Subordinated
 Convertible Debentures (1)    432,445            -       432,445            -
Assumed conversion of 8%
 Subordinated Convertible
 Debentures (1)              3,163,648            -     3,163,648            -
Average shares outstanding
-Diluted earnings per share 10,422,264    6,394,872    10,422,264    6,394,872

BASIS EARNINGS PER SHARE:
Average shares outstanding   6,394,872    6,394,872     6,394,872    6,394,872
Net (loss) income available
 to common shareholders      $(163,229)    $301,102       $29,144     $446,517
Per share amount                $(0.03)       $0.05         $0.00        $0.07

DILUTED EARNINGS PER SHARE:
Average shares outstanding  10,422,264    6,394,872    10,422,264    6,394,872
Net (loss) income            $(163,229)    $301,102       $29,144     $446,517
Plus effect of dilutive
 securities                    175,774            -       177,718            -
Net income available to
 common shareholders plus
 assumed conversions           $12,545     $301,102      $206,862     $446,517
Per share amount                 $0.00        $0.05         $0.02        $0.07
</TABLE>

(1) Certain  options to purchase shares of Common Stock of the Company, and the
Convertible Debentures  have a an exercise price below the fair value of common
stock for the three and six  months ended March 31, 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.   Fair  market value has been
computed using the weighted average market price of shares  traded in the three
and six months ended March 31, 1998.




<PAGE>



PART  1 - FINANCIAL INFORMATION

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

INTRODUCTION

Pursuant to a Share Sale and Purchase Agreement dated December  5,  1997  among
Lynton  Group,  Inc. (the "Company"), Lynton Group Limited, a company organized
under  the laws of  England  and  a  wholly-owned  subsidiary  of  the  Company
("Limited"),  and  The  General  Electric  Company p.l.c., the owner of all the
shares of capital stock of Magec Aviation Limited,  a  company  organized under
the laws of England ("Magec"), the Company through Limited acquired on December
23,  1997 all of the issued and outstanding shares of capital stock  of  Magec.
The purchase  price  for Magec was 17,000,000 Pounds Sterling paid in cash (see
Liquidity  and Capital  Resources  for  details  of  financing)  and  has  been
accounted for as a purchase.  Magec operates from hangars, workshops and office
facilities of  approximately  65,000  square  feet  at  London  Luton  Airport,
England.   Magec  provides  a  full  range  of  services for users of corporate
aircraft including refueling and handling, charter, engineering, management and
maintenance services for corporate aircraft.  The  acquisition  has  more  than
doubled  the  total  asset  base  of the Company since September 30, 1997.  The
purpose of the acquisition is to enhance  the long term earnings ability of the
Company by enlarging the asset base of the  UK operations.  The acquisition has
resulted in the expansion of the Company's fixed  wing  aviation  capability as
well  as  providing  a  complimentary  facility to the fixed base operation  at
Morristown Municipal Airport, New Jersey.

On February 27, 1998 the Company, through  Lynton  Jet  Centre,  Inc.  ("Lynton
Jet"),  a  wholly-owned  subsidiary of the Company, acquired for $1,798,000  in
cash (including acquisition costs) substantially all the assets of Jet Systems,
including  its  ground lease  on  a  hangar  facility,  located  at  Morristown
Municipal Airport,  Morristown,  New  Jersey  (the  "Jet  System Acquisition"),
pursuant to an Asset Purchase Agreement between 41 North 73 West Inc. d/b/a Jet
Systems  and  Lynton  Jet.   The  purchase  will enable Lynton Jet  to  provide
additional FBO facilities for corporate aircraft  users of Morristown Municipal
Airport.

RESULTS OF OPERATIONS

REVENUES & OPERATING INCOME

Revenues  for  the  three  and  six months ended March 31,  1998  increased  to
$10,706,000 and $17,616,000 from revenues of $6,212,000 and $12,083,000 for the
comparable fiscal 1997 periods, an increase of $4,494,000 and $5,533,000 or 72%
and 46% respectively.  This increase is primarily attributable to the inclusion
from  January  1, 1998 of the revenues  for  Magec  of  $4,616,000  along  with
increase in fuel  sales  volume  and tenant occupancy at the Company's US fixed
base operation, offset by reduced maintenance revenues.

Operating  income  for the three months  ended  March  31,  1998  decreased  to
$593,000 compared to  operating  income  of $595,000 for the three months ended
March 31, 1997, a decrease of $2,000 but increased  for  the  six  months ended
March 31, 1998 to $1,148,000 compared to operating income of $1,001,000 for the
six months ended March 31, 1997, an increase of $147,000.  The increase  in the
six  months  ended  March  31,  1998  primarily consists of increased operating
income from the fixed base operation in  the  US  and charter operations in the
UK, partly offset by the increase in depreciation and amortization expense.

Management believe the level of activity between the  date  of  acquisition  of
Magec  and December 31, 1997 is not material and therefore has consolidated the
results  of  operations  for  Magec  with  effect  from  January  1, 1998.  The
annualized effect of the consolidation of Magec will be to increase revenues by
approximately   $20,000,000   per   annum  and  increase  operating  income  by
approximately $1,300,000 compared to  historical  revenues  of  $25,000,000 and
operating income $2,500,000.



INTEREST

Interest expense for the three and six months ended March 31, 1998 increased to
$724,000 and $1,038,000 compared to interest expense of $274,000  and  $515,000
for  the  comparable  fiscal 1997 periods, an increase of $450,000 and $523,000
respectively.   This  increase   results   from  higher  levels  of  borrowings
specifically  relating to the acquisition of  Magec  and  one  months  interest
charge relating to the additional borrowings for the Jet Systems acquisition.

As a direct result  of  the  debt finance (see Liquidity and Capital Resources)
raised to purchase Magec, the  Company's  interest  expense  will  increase  by
approximately $1,500,000 per annum.

NET INCOME

The  Company  had  a  net  loss  for  the  three months ended March 31, 1998 of
$163,000 compared to a net income of $301,000  for  the  comparable fiscal 1997
period, a decrease of $464,000.  For the six months ended  March  31,  1998 the
Company  had  net income of $29,000 compared to net income of $447,000 for  the
comparable fiscal  1997  period,  a decrease of $418,000.  This net decrease is
primarily the result of the increased  amortization  and  interest  expense  as
discussed above.

The  proforma  effect  on per share earnings for the six months ended March 31,
1998 would have been to  reduce  the basic net income per share from $0.00 to a
basic loss per share of $(0.03) and to reduce the diluted income per share from
$0.02 to a diluted net loss per share of $(0.02).


LIQUIDITY AND CAPITAL RESOURCES

In October 1997, the Company sold  its 50% share of the capital stock in PDG to
the remaining 50% shareholders of PDG  for approximately $1,307,000.  Under the
purchase agreement, the aggregate purchase  price  is  payable in two payments,
the first of which was received in November 1997.  The final  payment is due on
July 31, 1998 and the investment held for resale has been included  in accounts
receivable.

At  March 31, 1998, the Company had a working capital deficit of $1,925,000  as
compared  to  a working capital deficit of $1,051,000 at September 30, 1997, an
decrease in working  capital  of $874,000.  This decrease in working capital is
primarily  attributable to increase  in  current  portion  of  long  term  debt
specifically   relating   to  the  Magec  acquisition  of  $1,800,000  and  the
reclassification under current  liabilities  at  March 31, 1998 of $795,000 for
the retirement of the Company's senior subordinated  convertible  debentures in
December 1998, offset by an increase in aircraft held for resale.

In  connection  with  the  acquisition  of  Magec,  the consideration paid  was
17,000,000 Pounds Sterling (equal to $28,288,000) paid in cash.  The funds used
to purchase Magec (including acquisition costs) included  bank financing in the
principal amount of 12,827,000 Pounds Sterling (equal to $21,344,000)  with the
balance of purchase price from debt financing as follows: (i) promissory  notes
(the "December 1999 Notes") in the aggregate principal amount of $1,664,000 due
on  December  23,  1999,  with  interest at 12.0% per annum, issued and sold to
entities which may be deemed affiliates  of  Paul R. Dupee Jr., Chairman of the
Board and a director of the Company;  (ii) a non  interest  bearing loan in the
principal amount of $1,353,000 due on December 23, 1998, pursuant  to an Option
Agreement  entered  into  between  Magec  and  an unrelated party to acquire  a
certain  aircraft  owned  by  Magec,  and (iii) 8.0%  Subordinated  Convertible
Debentures  due  December  31,  2007  in  the  aggregate  principal  amount  of
$5,816,000  (the  "Debentures")  issued  and  sold  to  certain  directors  and
principal  stockholders of the Company, and/or their  affiliates,  as  well  as
other third  parties.   The  Debentures  will be convertible into shares of the
Company's  Common  Stock at the option of the  holder  at  any  time  prior  to
maturity at an initial  conversion  price  of  $1.00 per share (the "Conversion
Price")  once  the Certificate of Incorporation is  modified  to  increase  the
number of authorized  shares  of  Common  Stock.   The Conversion Price will be
subject  to adjustment upon the occurrence of certain  events,  which  include,
among other  things, the issuance of Common Stock or the issuance of securities
convertible into  or  exchangeable  for  shares  of  Common Stock (with certain
exceptions as set forth in the Debentures) at less than the then current market
price of the Common Stock, in which event the Conversion  Price will be reduced
(i) proportionately by the difference between the then current market price and
the offering price if such offering price is greater than the  then  Conversion
Price  or (ii) to equal the offering price if such offering price is less  than
the then  Conversion  Price.   In  addition,  the Company may from time to time
reduce the Conversion Price by any amount for any  period of time if the period
is  at  least 20 days and if the reduction is irrevocable  during  the  period,
provided  that  in no event may the Conversion Price be less than the par value
of a share of Common Stock.

Subsequent to the quarter ended March 31, 1998, the December 1999 Notes (in the
principal amount  of $1,664,000) were repaid in full as a result of the sale of
a  certain aircraft  by  Magec  for  the  purchase  price  of  $7,250,000.   In
connection  therewith,  certain  other  bank  indebtedness  in  the  amount  of
$4,998,000  was  repaid,  and Westbury Properties Corp. (which may be deemed an
affiliate of the company's  Chairman  of the Board) which entity held an option
to acquire said aircraft for the price  of  $6,664,000  surrendered  its option
over  said  aircraft  in  return for a sum equal to the difference between  the
purchase price ($7,250,000) and the option price ($6,664,000).

The Company anticipates seeking  additional equity and/or debt financing during
the  next twelve months although no  assurance  can  be  given  that  any  such
financing will be successfully completed.  In connection therewith, the Company
may effect  such  financing  which  may require an adjustment in the Conversion
Price of the Debentures described above  (as well as requiring an adjustment in
other outstanding convertible debentures of  the  Company)  or  the Company may
voluntarily  decide  to reduce the Conversion Price of any such instruments  in
order to encourage their conversion.

The Finova loans require  compliance  with  certain  covenants,  financial  and
otherwise,  as  defined in the loan agreements, including maintaining a minimum
consolidated net worth; a minimum earnings, before interest taxes, depreciation
and amortization  coverage  ratio;  and a total liabilities to consolidated net
worth coverage ratio, by both Lynton  Jet,  as borrower, and Lynton Group, Inc.
as guarantor.  At March 31, 1998 Lynton Group, Inc. was in technical default of
its total liabilities to consolidated net worth  coverage  ratio.  This default
was cured, within the period allowed to remedy default under  article  7.1.2 of
the loan agreement, as two of the aircraft held in stock at March 31, 1998 were
sold  by  April  8,  1998 and the outstanding associated liabilities repaid  in
full.



<PAGE>



PART  II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Dollar Air is a defendant  in  an action pending in the United Kingdom relating
to certain actions taken by Dollar  Air  in  connection  with  its  acting as a
broker  in the sale of a certain helicopter.  In such action, the plaintiff  is
seeking  damages   in   the  approximate  amount  of  170,000  Pounds  Sterling
(approximately $250,000).   Dollar  Air  has denied the allegations therein and
the  Company  has  defended  and  intends to continue  to  defend  this  matter
vigorously.  While the Company cannot  predict  the outcome of such litigation,
it does not expect, based upon advice of counsel,  that damages will be awarded
to the full extent of plaintiff's claim.

Other than the foregoing, there are no material pending  legal  proceedings  to
which the Company is a party or to which any of its property is subject.

Item 2. CHANGES IN SECURITIES

As  previously  reported,  on  December  23, 1997, the Company acquired through
Lynton Group Limited, a wholly-owned subsidiary  of  the  Company,  all  of the
issued and outstanding shares of capital stock of Magec Aviation Limited for  a
purchase  price  of  17,000,000  Pounds  Sterling  paid  in  cash.  The Company
obtained part of the purchase price through the sale of securities,  which were
not  registered  under the Securities Act of 1933, as amended (the "Act").   In
connection therewith,  and as of December 23, 1997, the Company issued and sold
8.0% Subordinated Convertible Debentures due December 31, 2007 in the aggregate
principal  amount  of  $5,816,000  (the  "Debentures")  to  certain  accredited
investors (as defined in Rule 501 under the Act) comprised of certain directors
and principal stockholders  of the Company, and/or their affiliates, as well as
other third parties.  The Debentures  will  be  convertible  into shares of the
Company's  Common  Stock  at  the  option  of the holder at any time  prior  to
maturity  at  an  initial  conversion  price of $1.00  per  share  (subject  to
adjustment  upon the occurrence of certain  events)  once  the  Certificate  of
Incorporation is modified to increase the number of authorized shares of Common
Stock.  No underwriter  was  engaged  in connection with or participated in the
foregoing sale of the Debentures.  Sales  of  Debentures  were made in reliance
upon Section 4(2) and Regulation D of the Act.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None  (other  than referred to in Part 1, Item 2, Management's  Discussion  and
Analysis).

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.



<PAGE>




PART  II - OTHER INFORMATION CONTINUED


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

11.0 Statement re Computation of Per Share Earnings

(B) Reports on Form 8-K

Listed below are reports on Form 8-K filed during the fiscal quarter ended
March 31, 1998:

None.



<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: May 15, 1998            By: /S/ CHRISTOPHER TENNANT
                                   Christopher Tennant, President
                                   and Chief Executive Officer


Dated: May 15, 1998            By: /S/ PAUL A. BOYD
                                   Paul A. Boyd, Secretary, Treasurer and
                                   Principal Financial Officer



<PAGE>



Exhibit 11 - Computation of per share earnings


<TABLE>
<CAPTION>
                            LYNTON GROUP, INC. AND SUBSIDIARIES
                             COMPUTATION OF EARNINGS PER SHARE
                  For the three and six months ended March 31, 1998 and 1997
                                       (Unaudited)

                              Three Months Ended           Six Months Ended
                                   March 31,                   March 31,
                               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)         431,299            -       431,299            -
Assumed conversion of 10%
 Senior Subordinated
 Convertible Debentures (1)    432,445            -       432,445            -
Assumed conversion of 8%
 Subordinated Convertible
 Debentures (1)              3,163,648            -     3,163,648            -
Average shares outstanding
-Diluted earnings per share 10,422,264    6,394,872    10,422,264    6,394,872

BASIS EARNINGS PER SHARE:
Average shares outstanding   6,394,872    6,394,872     6,394,872    6,394,872
Net (loss) income available
 to common shareholders      $(163,229)    $301,102       $29,144     $446,517
Per share amount                $(0.03)       $0.05         $0.00        $0.07

DILUTED EARNINGS PER SHARE:
Average shares outstanding  10,422,264    6,394,872    10,422,264    6,394,872
Net (loss) income            $(163,229)    $301,102       $29,144     $446,517
Plus effect of dilutive
 securities                    175,774            -       177,718            -
Net income available to
 common shareholders plus
 assumed conversions           $12,545     $301,102      $206,862     $446,517
Per share amount                 $0.00        $0.05         $0.02        $0.07
</TABLE>

(1) Certain options  to purchase shares of Common Stock of the Company, and the
Convertible  Debentures have a an exercise price below the fair value of common
stock for the  three and six months ended March 31, 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.  Fair market value has been
computed using the weighted average market  price of shares traded in the three
and six months ended March 31, 1998.



<PAGE>