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, 1997

      [ ]  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: (201) 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 7, 1997


<PAGE>


                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                          PERIOD ENDED MARCH 31, 1997


            ITEM                                                        PAGE

Item 1 - Financial Statements:

       Condensed Consolidated Balance Sheets -
            March 31, 1997 and September 30, 1996                         3

       Condensed Consolidated Statements of Operations -
            For the Three and Six months ended March 31, 1997 and 1996    4

       Condensed Consolidated Statements of Cash Flows -
            For the Six months ended March 31, 1997 and 1996              5

            Notes to Condensed Consolidated Financial Statements          6


Item 2 - Management's Discussion and Analysis of Financial Condition
         and results of operations                                        7




                                  2


<PAGE>
                      LYNTON GROUP, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                           MARCH 31,             SEPTEMBER 30,
                                              1997                    1996
                                          (UNAUDITED)              (AUDITED)
<S>                                     <C>                     <C>
ASSETS
CURRENT ASSETS:
 CASH                                        $637,022             $1,268,475
 ACCOUNTS RECEIVABLE                        1,723,571              2,336,549
 INVENTORIES                                  790,129                822,339
 PREPAIDS AND OTHER CURRENT ASSETS            163,632                396,605
TOTAL CURRENT ASSETS                        3,314,354              4,823,968
PROPERTY, PLANT AND EQUIPMENT              17,717,978             17,386,419
 LESS ACCUMULATED DEPRECIATION
 AND AMORTIZATION                           4,339,980              3,977,517
                                           13,377,998             13,408,902
FUNDS HELD IN ESCROW                          150,000                150,000
INVESTMENT IN JOINTLY-OWNED COMPANY
 HELD FOR RESALE                            1,233,609              1,182,376
LONG-TERM GROUND LEASE, LESS
 ACCUMULATED AMORTIZATION                   1,963,233              1,992,606
GOODWILL, LESS ACCUMULATED AMORTIZATION     2,190,852              2,213,635
OTHER ASSETS AND DEFERRED CHARGES,
 LESS ACCUMULATED AMORTIZATION                559,255                601,690
                                          $22,789,301            $24,373,177

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES  $2,847,047             $4,249,476
 ADVANCES FROM CUSTOMERS AND
  DEFERRED REVENUE                          1,623,630              1,713,217
 CURRENT PORTION OF CAPITAL LEASE
  OBLIGATIONS                                  36,478                 34,225
 CURRENT PORTION OF LONG-TERM DEBT          1,127,100                986,506
TOTAL CURRENT LIABILITIES                   5,634,255              6,983,424
MORTGAGE NOTE DUE TO MASSACHUSETTS MUTUAL   7,143,037              7,441,711
LONG-TERM DEBT DUE TO FINOVA CAPITAL        3,704,939              3,839,198
SENIOR SUBORDINATED CONVERTIBLE DEBENTURES    833,333                895,000
DEFERRED REVENUE                              840,000                960,000
OTHER LONG-TERM DEBT                          740,774                854,974
STOCKHOLDERS' EQUITY:
 COMMON STOCK                               1,918,462              1,918,462
 ADDITIONAL PAID-IN CAPITAL                 9,779,823              9,779,823
 ACCUMULATED DEFICIT                       (7,786,958)            (8,233,475)
 TRANSLATION ADJUSTMENT                        (7,016)               (54,592)
                                            3,904,311              3,410,218
 COMMON STOCK HELD IN TREASURY                (11,348)               (11,348)
TOTAL STOCKHOLDERS' EQUITY                  3,892,963              3,398,870
                                          $22,789,301            $24,373,177
</TABLE>

SEE ACCOMPANYING NOTES.


                                  3


<PAGE>
                                LYNTON GROUP, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                             (UNAUDITED)
<TABLE>
<CAPTION>
                           THREE MONTHS ENDED          SIX MONTHS ENDED
                                MARCH 31                    MARCH 31
                           1997         1996           1997           1996
<S>                   <C>           <C>           <C>            <C>
NET  REVENUES           $6,211,691    $4,745,160    $12,083,282    $10,452,280
EXPENSES:
  DIRECT COSTS           4,657,558     3,792,886      9,261,435      8,230,899
  SELLING, GENERAL
   AND ADMINISTRATIVE      755,290       630,858      1,414,205      1,272,842
  DEPRECIATION             172,181       163,198        343,195        330,090
  AMORTIZATION OF GOODWILL
   AND GROUND LEASE         31,913        31,371         63,837         62,776
OPERATING INCOME           594,749       126,847      1,000,610        555,673
  AMORTIZATION OF DEBT
   DISCOUNT AND ISSUANCE
   COSTS                    19,337        34,868         38,674         69,737
  INTEREST                 274,310       391,648        515,419        781,517
  EQUITY IN LOSS OF
  JOINTLY-OWNED COMPANY          -        50,263              -        227,141
INCOME (LOSS) BEFORE
 PROVISION FOR INCOME
 TAXES                     301,102     (349,932)        446,517      (522,722)
INCOME TAX PROVISION             -             -              -              -
NET INCOME (LOSS)         $301,102    ($349,932)       $446,517     ($522,722)
LESS DIVIDENDS ON
 PREFERRED STOCK                 -      (41,813)              -      (113,854)
NET (LOSS) INCOME
 ATTRIBUTABLE TO
 COMMON STOCK             $301,102    ($391,745)       $446,517     ($636,576)
NET INCOME (LOSS) PER
 SHARE OF COMMON STOCK
PRIMARY                      $0.05       ($0.20)          $0.07        ($0.32)
FULLY-DILUTED                $0.05       ($0.20)          $0.07        ($0.32)
</TABLE>

SEE ACCOMPANYING NOTES.


                                  4


<PAGE>
                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                             (UNAUDITED)
<TABLE>
<CAPTION>

                                                 1997                   1996
<S>                                 <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 NET INCOME (LOSS)                                $446,517          ($522,722)
   ADJUSTMENTS TO RECONCILE NET INCOME
   (LOSS) TO CASH PROVIDED BY OPERATING
   ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                  445,706             462,603
    EQUITY LOSS IN JOINTLY-OWNED COMPANY                 -             227,141
    CHANGE IN CERTAIN ASSETS AND LIABILITIES:
      ACCOUNTS RECEIVABLE                          700,288             484,651
      DUE FROM/TO AFFILIATES (NET)                (24,108)             182,348
      INVENTORIES                                   60,216              54,903
      PREPAIDS AND OTHER ASSETS                    242,604            (68,399)
      ACCOUNTS PAYABLE AND ACCRUED EXPENSE     (1,520,275)           (286,882)
      ADVANCES FROM CUSTOMERS AND DEFERRED
       REVENUES                                  (263,658)           (345,367)
NET CASH PROVIDED BY OPERATING ACTIVITIES           87,290             188,276
CASH FLOW FROM INVESTING ACTIVITIES:
 CAPITAL EXPENDITURES (NET)                      (234,195)            (38,445)
NET CASH USED BY INVESTING ACTIVITIES            (234,195)            (38,445)
CASH FLOW FROM FINANCING ACTIVITIES:
 CAPITAL LEASE OBLIGATIONS (NET)                    54,647            (13,293)
 PROCEEDS FROM ISSUANCE OF COMMON STOCK                  -               5,000
 PROCEEDS OF REVOLVING CREDIT FACILITIES                 -             223,893
 REPAYMENT OF NOTES PAYABLE AND
  LONG-TERM DEBT                                 (569,577)           (368,316)
NET CASH USED BY FINANCING ACTIVITIES            (514,930)           (152,716)
 EFFECT OF EXCHANGE RATE CHANGES ON CASH            30,382                   -
 DECREASE IN CASH                                (631,453)             (2,885)
CASH, BEGINNING OF PERIOD                        1,268,475             137,322
CASH, END OF PERIOD                               $637,022            $134,437
SUPPLEMENTAL INFORMATION
 INTEREST PAID                                    $512,576            $785,199
 TAXES PAID                                        $90,000                  $-
</TABLE>

SEE ACCOMPANYING NOTES.




                                  5


<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED
                    FINANCIAL STATEMENTS
                       March 31, 1997


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, 1997 are not necessarily indicative of the results
that may be expected for the year ending September 30, 1997.
The  balances  as  of September 30, 1996 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,
1996.



                                  6


<PAGE>
PART  1 - FINANCIAL INFORMATION

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

RESULTS OF OPERATIONS

REVENUES & OPERATING INCOME

      Revenues for the three and six  months ended March 31,
1997 increased to $6,212,000 and $12,084,000  from  revenues
of $4,745,000 and $10,452,000 for the comparable fiscal 1996
periods, an increase of $1,467,000 and $1,632,000, or  30.9%
and   15.6%   respectively.    This  increase  is  primarily
attributable to an increase in fuel  sales volume and tenant
occupancy at the Company's fixed base  operations along with
increased revenues from maintenance operations in the UK.

      Operating income for the three and  six  months  ended
March 31, 1997 increased to $595,000 and $1,001,000 compared
to  operating  income  of  $127,000  and  $556,000  for  the
comparable  fiscal 1996 periods, an increase of $468,000 and
$445,000,  respectively.    This   increase   is   primarily
attributable   to   increased   operating  income  from  the
Company's  fixed  base  operations  along   with   increased
operating income from charter and maintenance operations  in
the UK.

INTEREST

      Interest  expense  for  the three and six months ended
March  31,  1997  decreased to $274,000  and  $515,000  from
interest expense of $392,000 and $782,000 for the comparable
fiscal 1996 periods,  a  decrease  of $118,000 and $267,000,
respectively.  This decrease results  from  lower  levels of
borrowings specifically due to the repayment of debt  to  HM
Holdings in fiscal 1996.

EQUITY IN LOSS OF JOINTLY-OWNED COMPANY

      For  the three and six months ended March 31, 1997, no
gain  or loss  in  the  Company's  equity  of  jointly-owned
company  was  recorded.   This  asset  was  reclassified  as
investment  in  jointly-owned  company  held  for  resale in
fiscal 1996, and therefore, the Company's share of the  gain
or  loss  in  the  jointly-owned  company  will no longer be
recognized under the equity method of accounting.   For  the
three  and  six  months  ended  March  31, 1996, the Company
recorded  a  loss  in  equity  of jointly-owned  company  of
$50,000 and $227,000.

NET INCOME

      Net income for the three and  six  months  ended March
31, 1997 was $301,000 and $447,000, compared to a  net  loss
of  $350,000  and  $523,000  for  the comparable fiscal 1996
periods, an increase of $651,000 and $970,000, respectively.
This increase is primarily the result of increased operating
income, decreased interest expense  from  reduced  levels of
borrowings, along with no gain or loss in equity of jointly-
owned company being recorded, as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

      At  March  31, 1997, the Company had a working capital
deficit of $2,320,000  as  compared  to  a  working  capital
deficit  of $2,159,000 at September 30, 1996, a decrease  in
working capital  of  $161,000.   This  reduction  in working
capital  is  primarily  attributable  to  the classification
under current liabilities at March 31, 1997  of $140,000 for
increased  principal  payments  on the Company's  borrowings
which includes $61,667 being the  amount to be provided into
a sinking fund for the retirement of  the  Company's  senior
subordinated convertible debentures in December 1997.



                                  7


<PAGE>
PART  II - OTHER INFORMATION


Item 1.     LEGAL PROCEEDINGS

            At the present time, there is no material
            litigation pending or, to management's,
            knowledge, threatened against the Company.

Item 2.     CHANGES IN SECURITIES

            None except for information previously disclosed
            in the Quarterly Report on Form 10-Q for the period
            ended December 31, 1996.

Item 3.     DEFAULTS UPON SENIOR SECURITIES

            None.

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

            On March 12, 1997, an annual meeting of
            stockholders was held to elect five directors
            to serve as the Board of Directors of the Company
            until the next annual meeting of stockholders and
            until their successors shall be elected and shall
            qualify.  At such meeting, Christopher Tennant,
            Richard Hambro, James G. Niven, Paul R. Dupee, Jr.
            and Nigel D. Pilkington, each an incumbent director,
            were duly elected as directors of the Company.
            Christopher Tennant received 5,790,207 affirmative
            votes and 8,369 negative votes, and each of Richard
            Hambro, James G. Niven, Paul R. Dupee, Jr. and Nigel
            D. Pilkington received 5,790,241 affirmative votes
            and 8,335 negative votes.

Item 5.     OTHER INFORMATION

            None.

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, 1997:

            None.



                                  8


<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 12, 1997            By:  /S/ CHRISTOPHER TENNANT
                                 Christopher Tennant, President
                                 and Chief Executive Officer


Dated:MAY 12, 1997            By:/S/ PAUL BOYD
                                 Paul Boyd, Principal Financial Officer



                                  9


<PAGE>
Exhibit 11 - Computation of per share earnings

                              LYNTON GROUP, INC. AND SUBSIDIARIES
                               COMPUTATION OF EARNINGS PER SHARE
                   FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                         (UNAUDITED)
<TABLE>
<CAPTION>
                             THREE MONTHS ENDED           SIX MONTHS ENDED
                                   MARCH 31,                  MARCH 31,
                               1997        1996           1997         1996
<S>                       <C>           <C>           <C>          <C>
WEIGHTED AVERAGE SHARES OF
 COMMON STOCK OUTSTANDING    6,394,872    1,961,344     6,394,872    1,961,344
WEIGHTED AVERAGE COMMON
 STOCK EQUIVALENTS (1)               -            -             -            -
AVERAGE SHARES OUTSTANDING -
 PRIMARY EARNINGS PER SHARE  6,394,872    1,961,344     6,394,872    1,961,344
PER SHARE
SERIES C PREFERRED STOCK (1)         -            -             -            -
AVERAGE SHARES OUTSTANDING -
 FULLY-DILUTED EARNINGS
 PER SHARE                   6,394,872    1,961,344     6,394,872    1,961,344


PRIMARY & FULLY-DILUTED EARNINGS PER SHARE (1)

AVERAGE SHARES OUTSTANDING   6,394,872    1,961,344     6,394,872    1,961,344
NET INCOME (LOSS)             $301,102   ($349,932)      $446,517   ($522,722)
LESS DIVIDEND ON SERIES C &
 D PREFERRED STOCK                   -     (41,813)             -    (113,854)
                              $301,102   ($391,745)      $446,517   ($636,576)
PER SHARE AMOUNT (1)             $0.05      ($0.20)         $0.07      ($0.32)
</TABLE>


(1)   The options, to purchase shares of Common Stock of the Company, have
      an exercise price in excess of the fair value of common stock, for the
      three and six months ending March 31, 1997 and 1996, had an
      anti-dilutive effect on earnings per share and are, therefore, excluded
      in the computation of earnings per share for these periods.

      The warrants, to purchase shares of Common Stock of the Company, had an
      exercise price in excess of the fair value of common stock, for the
      three and six months ending March 31, 1996, had an anti-dilutive effect
      on earnings per share and are, therefore, excluded in the computation
      of earnings per share for that period.  All of the warrants issued to HM
      Holdings were surrendered to the Company in fiscal 1996 and therefore,
      have no effect on the computation of earnings per share for the three
      and six months ending March 31, 1997.  All the other remaining warrants,
      had an exercise price in excess of the fair value of common stock, for
      the three and six months ending March 31, 1997, had an anti-dilutive
      effect on earnings per share and are, therefore, excluded in the
      computation of earnings per share for that period.

      The convertible Series C Preferred Stock and the related dividend effect
      had an anti-dilutive effect on earnings per share for the three and six
      months ending March 31, 1996 and are, therefore, excluded in the
      computation of earnings per share for that period.  All of the
      convertible Series C Preferred Stock were converted to Common Stock of
      the Company in fiscal 1996 and therefore, have no effect on the
      computation of earnings per share for the three and six months ending
      March 31, 1997.




                                 10
<PAGE>