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 DECEMBER 31, 1996

      [ ]  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 February 7, 1997

<PAGE>



                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                        PERIOD ENDED DECEMBER 31, 1996


            ITEM                                              PAGE

Item 1 - Financial Statements:

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

       Condensed Consolidated Statements of Operations -
         For the Three months ended December 31, 1996 and 1995   4

       Condensed Consolidated Statements of Cash Flows -
         For the Three months ended December 31, 1996 and 1995   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>
                                      DECEMBER 31,            SEPTEMBER 30,
                                          1996                    1995
                                       (UNAUDITED)              (AUDITED)
<S>                                 <C>                     <C>
ASSETS
CURRENT ASSETS:
 CASH                                   $1,197,385              $1,268,475
 ACCOUNTS RECEIVABLE                     1,730,700               2,336,549
 INVENTORIES                               921,116                 822,339
 PREPAIDS AND OTHER CURRENT ASSETS         205,147                 396,605
TOTAL CURRENT ASSETS                     4,054,348               4,823,968

PROPERTY, PLANT AND EQUIPMENT           17,761,437              17,386,419
 LESS ACCUMULATED DEPRECIATION
 AND AMORTIZATION                        4,256,778               3,977,517
                                        13,504,659              13,408,902

FUNDS HELD IN ESCROW                       150,000                 150,000
INVESTMENT IN JOINTLY-OWNED COMPANY
 HELD FOR RESALE                         1,284,615               1,182,376
LONG-TERM GROUND LEASE, LESS
 ACCUMULATED AMORTIZATION                1,977,920               1,992,606
GOODWILL, LESS ACCUMULATED AMORTIZATION  2,218,331               2,213,635
OTHER ASSETS AND DEFERRED CHARGES,
 LESS ACCUMULATED AMORTIZATION             578,591                 601,690
                                       $23,768,464             $24,373,177

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
 ACCOUNTS PAYABLE AND ACCRUED
  LIABILITIES                           $3,385,715              $4,249,476
 ADVANCES FROM CUSTOMERS AND DEFERRED
  REVENUE                                1,920,418               1,713,217
 CURRENT PORTION OF CAPITAL LEASE
  OBLIGATIONS                               31,886                  34,225
 CURRENT PORTION OF LONG-TERM DEBT       1,139,081                 986,506
TOTAL CURRENT LIABILITIES                6,477,100               6,983,424

MORTGAGE NOTE DUE TO MASSACHUSETTS
 MUTUAL                                  7,295,668               7,441,711
LONG-TERM DEBT DUE TO FINOVA CAPITAL     3,763,502               3,839,198
SENIOR SUBORDINATED CONVERTIBLE
 DEBENTURES                                833,333                 895,000
DEFERRED REVENUE                           900,000                 960,000
OTHER LONG-TERM DEBT                       851,410                 854,974

STOCKHOLDERS' EQUITY:
 COMMON STOCK                            1,918,462               1,918,462
 ADDITIONAL PAID-IN CAPITAL              9,779,823               9,779,823
 ACCUMULATED DEFICIT                    (8,088,060)             (8,233,475)
 TRANSLATION ADJUSTMENT                     48,574                 (54,592)
                                         3,658,799               3,410,218
 COMMON STOCK HELD IN TREASURY             (11,348)                (11,348)
TOTAL STOCKHOLDERS' EQUITY               3,647,451               3,398,870
                                       $23,768,464             $24,373,177
</TABLE>

SEE ACCOMPANYING NOTES.


                                  3


<PAGE>
                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                             (UNAUDITED)
<TABLE>
<CAPTION>
                                             1996                   1995
<S>                                   <C>                     <C>
NET  REVENUES                             $5,871,591              $5,707,120
EXPENSES:
  DIRECT COSTS                             4,603,877               4,438,013
  SELLING, GENERAL AND ADMINISTRATIVE        658,915                 641,984
  DEPRECIATION                               171,014                 166,892
  AMORTIZATION OF GOODWILL AND GROUND LEASE   31,924                  31,405

OPERATING INCOME                             405,861                 428,826

  AMORTIZATION OF DEBT DISCOUNT AND
   ISSUANCE COSTS                             19,337                  34,869
  INTEREST                                   241,109                 389,869
  EQUITY IN LOSS OF JOINTLY-OWNED COMPANY          -                 176,878
INCOME (LOSS) BEFORE PROVISION FOR
  INCOME TAXES                               145,415                (172,790)
INCOME TAX PROVISION                               -                       -
NET INCOME (LOSS)                            145,415                (172,790)
LESS DIVIDENDS ON PREFERRED STOCK                  -                 (72,041)
NET (LOSS) INCOME ATTRIBUTABLE TO
  COMMON STOCK                              $145,415               ($244,831)

NET INCOME (LOSS) PER SHARE OF COMMON STOCK
PRIMARY                                        $0.02                  ($0.12)
FULLY-DILUTED                                  $0.02                  ($0.12)
</TABLE>

SEE ACCOMPANYING NOTES.


                                  4


<PAGE>
                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                             (UNAUDITED)
<TABLE>
<CAPTION>

                                               1996                   1995
<S>                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 NET INCOME (LOSS)                           $145,415               ($172,790)
   ADJUSTMENTS TO RECONCILE NET INCOME
    (LOSS) TO CASH PROVIDED BY OPERATING
    ACTIVITIES:
    DEPRECIATION AND AMORTIZATION             222,275                 233,165
    EQUITY LOSS IN JOINTLY-OWNED COMPANY            -                 176,878
    CHANGE IN CERTAIN ASSETS AND LIABILITIES:
      ACCOUNTS RECEIVABLE                     745,206                 125,649
      DUE FROM/TO AFFILIATES (NET)            (41,955)                277,561
      INVENTORIES                             (41,835)                 38,873
      PREPAIDS AND OTHER ASSETS               204,919                (106,357)
      ACCOUNTS PAYABLE AND ACCRUED
       EXPENSES                            (1,029,585)               (290,695)
      ADVANCES FROM CUSTOMERS AND
       DEFERRED REVENUES                       36,366                (222,154)
NET CASH PROVIDED BY OPERATING ACTIVITIES     240,806                  60,130

CASH FLOW FROM INVESTING ACTIVITIES:
 CAPITAL EXPENDITURES (NET)                  (113,645)                 21,321
NET CASH (USED) PROVIDED BY INVESTING
 ACTIVITIES                                  (113,645)                 21,321

CASH FLOW FROM FINANCING ACTIVITIES:
 CAPITAL LEASE OBLIGATIONS (NET)               (9,636)                 (6,645)
 PROCEEDS FROM ISSUANCE OF COMMON STOCK             -                   5,000
 PROCEEDS OF REVOLVING CREDIT FACILITIES            -                 186,097
 REPAYMENT OF NOTES PAYABLE AND
  LONG-TERM DEBT                             (220,823)               (162,721)
NET CASH (USED) PROVIDED BY FINANCING
 ACTIVITIES                                  (230,459)                 21,731
 EFFECT OF EXCHANGE RATE CHANGES ON CASH       32,208                       -
 (DECREASE) INCREASE IN CASH                  (71,090)                103,182
CASH, BEGINNING OF PERIOD                   1,268,475                 137,322
CASH, END OF PERIOD                        $1,197,385                $240,504

SUPPLEMENTAL INFORMATION
 INTEREST PAID                               $237,084                $391,542
 TAXES PAID                                   $45,000                      $-
</TABLE>

SEE ACCOMPANYING NOTES.




                                  5


<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED
                    FINANCIAL STATEMENTS
                     December 31, 1996


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  three month period
ended  December 31, 1996 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 months  ended December 31, 1996
increased to $5,872,000 from revenues  of $5,707,000 for the
comparable  fiscal 1996 period, a increase  of  $165,000  or
2.9%.   This  increase   is  primarily  attributable  to  an
increase in fuel sales volume  and  tenant  occupancy at the
Company's fixed base operations.

      Operating  income for the three months ended  December
31, 1996 decreased  to $406,000 compared to operating income
of $429,000 for the three  months ended December 31, 1995, a
decrease of $23,000.  This decrease  primarily consists of a
decrease in operating income from aircraft  sales operations
of   approximately  $120,000,  partly  offset  by  increased
operating  income from charter and maintenance operations in
the UK.

INTEREST

      Interest  expense  for the three months ended December
31, 1996 decreased to $241,000  compared to interest expense
of $390,000 for the three months  ended December 31, 1995, a
decrease  of  $149,000   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 months ended December 31,  1996, 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 months ended
December 31, 1995, the Company recorded  a loss in equity of
jointly-owned company of $177,000.

NET INCOME

      Net  income  for the three months ended  December  31,
1996 was $145,000 as  compared to a net loss of $173,000 for
the three months ended  December  31,  1995,  a  increase of
$318,000.  This increase is primarily the result of  no gain
or  loss  in equity of jointly-owned company being recorded,
as discussed  above,  and  decreased  interest  expense from
reduced levels of borrowings.

LIQUIDITY AND CAPITAL RESOURCES

      At  December  31,  1996,  the  Company  had  a working
capital  deficit  of  $2,423,000  as  compared  to a working
capital  deficit  of  $2,159,000  at  September 30, 1996,  a
decrease in working capital of $264,000.   This reduction in
working   capital   is   primarily   attributable   to   the
classification  under  current  liabilities at December  31,
1996  of  $68,000 for increased principal  payments  on  the
Company's borrowings,  and  $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 Registrant.

Item 2.     CHANGES IN SECURITIES

            During the fiscal quarter ended December 31,
1996, the four holders of all the outstanding shares of
Series C Convertible  Preferred Stock (the "Series C
Preferred Stock") converted all of the Series C Preferred
Stock into an aggregate of 2,053,876 shares of Common
Stock of the Company (effective retroactively to September
30, 1996).  Two such holders are James G. Niven, a
director of the Company, and J.O.Hambro Nominees Limited,
which may be deemed to be controlled by Richard Hambro,
Chairman and a director of the Company.  In addition, two
holders of the Company's10% Senior Subordinated Convertible
Debentures (the "Debentures") due December 31,1998 (Paul R.
Dupee, Jr. and Consulta Special Funds Limited) converted the
Debenturesheld by them (in the principal amount of
$1,065,000) into 3,227,273 shares of CommonStock (effective
retroactively to September 30, 1996).  Paul R. Dupee, Jr. is
a director of the Company.  The shares held by Consulta
Special Funds Limited may be deemed to be beneficially owned
by Nigel D. Pilkington, a director of the Company.  Each of the
foregoing issuances were exempt from registration under
provisions of Section 3(a)(9) of the Securities Act of 1933, as
amended (the "Securities Act"), being an exchange by an issuer
with existing security holders, and Section 4(2) of the
Securities Act being a transaction by an issuer not involving
any public offering.

Item 3.     DEFAULTS UPON SENIOR SECURITIES

            None.

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

            None.

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 December 31, 1996:

<TABLE>
<CAPTION>
ITEMS REPORTED                   FINANCIAL STATEMENTS FILED  DATE OF REPORT
<S>                             <C>                          <C>
Other Events - Debt Discharge    None                        November 13, 1996
Transaction; Refinancing of the
Jet Centre Facility
</TABLE>


                                  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:FEBRUARY 10, 1996     By:  /S/ CHRISTOPHER TENNANT
                                 Christopher Tennant, President
                                 and Chief Executive Officer


Dated:FEBRUARY 10, 1996     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 MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                              (UNAUDITED)
<TABLE>
<CAPTION>

                                                        1996           1995
<S>                                                 <C>            <C>
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING  6,394,872      1,960,510
WEIGHTED AVERAGE COMMON STOCK EQUIVALENTS                    -              -
AVERAGE SHARES OUTSTANDING - PRIMARY EARNINGS
 PER SHARE                                           6,394,872      1,960,510
SERIES C PREFERRED STOCK                                     -        677,779
AVERAGE SHARES OUTSTANDING - FULLY DILUTED
 EARNINGS PER SHARE                                  6,394,872      2,638,289

PRIMARY EARNINGS PER SHARE:
AVERAGE SHARES OUTSTANDING                           6,394,872      1,960,510
NET INCOME (LOSS)                                     $145,415      ($172,790)
LESS DIVIDEND ON SERIES C & D PREFERRED STOCK                -        (72,041)
                                                      $145,415      ($244,831)
PER SHARE AMOUNT                                         $0.02         ($0.12)

FULLY-DILUTED EARNINGS PER SHARE:
AVERAGE SHARES OUTSTANDING                           6,394,872      1,960,510
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK        $145,415      ($172,790)
LESS DIVIDEND ON SERIES C & D PREFERRED STOCK                -        (72,041)
                                                      $145,415      ($244,831)
</TABLE>
PER SHARE AMOUNT (1)                                     $0.02         ($0.12)


(1)   The convertible Series C Preferred Stock and the
related dividend effect had an anti-dilutive
effect on earnings per share for the three months ending
December 31, 1995 and are, therefore, excluded in
the computation of fully-diluted earnings per share for that
period.




                                 10
<PAGE>