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 JUNE 30, 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 August 7, 1997

<PAGE>

                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                          PERIOD ENDED JUNE 30, 1997


            ITEM                                                       PAGE

Item 1 - Financial Statements:

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

       Condensed Consolidated Statements of Operations -
            For the Three and Nine months ended June 30, 1997 and 1996   4

       Condensed Consolidated Statements of Cash Flows -
            For the Nine months ended June 30, 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                                     7-8



                                  2


<PAGE>
                                LYNTON GROUP, INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                             JUNE 30,            SEPTEMBER 30,
                                               1997                   1996
                                            (UNAUDITED             (AUDITED)
<S>                                      <C>                     <C>
ASSETS
CURRENT ASSETS:
 CASH                                         $671,191             $1,268,475
 ACCOUNTS RECEIVABLE                         1,997,052              2,336,549
 INVENTORIES  (NOTE 2)                         896,146                822,339
 PREPAIDS AND OTHER CURRENT ASSETS             213,634                396,605
TOTAL CURRENT ASSETS                         3,778,023              4,823,968
PROPERTY, PLANT AND EQUIPMENT               17,850,339             17,386,419
 LESS ACCUMULATED DEPRECIATION
 AND AMORTIZATION                            4,524,421              3,977,517
                                            13,325,918             13,408,902
FUNDS HELD IN ESCROW                           150,000                150,000
AIRCRAFT HELD FOR RESALE  (NOTE 2)           1,870,233                      -
INVESTMENT IN JOINTLY-OWNED COMPANY
 HELD FOR RESALE                             1,262,106              1,182,376
LONG-TERM GROUND LEASE, LESS
 ACCUMULATED AMORTIZATION                    1,948,547              1,992,606
GOODWILL, LESS ACCUMULATED AMORTIZATION      2,179,935              2,213,635
OTHER ASSETS AND DEFERRED CHARGES,
 LESS ACCUMULATED AMORTIZATION                 539,918                601,690
                                           $25,054,680            $24,373,177

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES   $3,441,275             $4,249,476
 ADVANCES FROM CUSTOMERS AND
  DEFERRED REVENUE                           1,413,550              1,713,217
 CURRENT PORTION OF CAPITAL LEASE
  OBLIGATIONS                                   38,503                 34,225
 CURRENT PORTION OF LONG-TERM DEBT           1,402,209                986,506
TOTAL CURRENT LIABILITIES                    6,295,537              6,983,424
MORTGAGE NOTE DUE TO MASSACHUSETTS MUTUAL    6,985,508              7,441,711
LONG-TERM DEBT DUE TO FINOVA CAPITAL         3,644,796              3,839,198
SENIOR SUBORDINATED CONVERTIBLE DEBENTURES     833,333                895,000
AIRCRAFT FINANCING NOTE DUE TO G.E. CAPITAL  1,617,761                      -
DEFERRED REVENUE                               780,000                960,000
OTHER LONG-TERM DEBT                           681,931                854,974
STOCKHOLDERS' EQUITY:
 COMMON STOCK                                1,918,462              1,918,462
 ADDITIONAL PAID-IN CAPITAL                  9,779,823              9,779,823
 ACCUMULATED DEFICIT                        (7,503,956)            (8,233,475)
 TRANSLATION ADJUSTMENT                         32,833                (54,592)
                                             4,227,162              3,410,218
 COMMON STOCK HELD IN TREASURY                 (11,348)               (11,348)
TOTAL STOCKHOLDERS' EQUITY                   4,215,814              3,398,870
                                           $25,054,680            $24,373,177
</TABLE>

SEE ACCOMPANYING NOTES.


                                  4


<PAGE>
                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996
                                            (UNAUDITED)
<TABLE>
<CAPTION>
                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                JUNE 30                     JUNE 30
                           1997         1996           1997          1996
<S>                    <C>          <C>           <C>           <C>
NET  REVENUES           $6,428,379   $6,456,913    $18,511,661   $16,909,193
EXPENSES:
  DIRECT COSTS           4,735,813    4,762,846     13,997,248    12,993,745
  SELLING, GENERAL
   AND ADMINISTRATIVE      833,429      664,090      2,247,634     1,936,932
  DEPRECIATION             172,420      165,032        515,615       495,122
  AMORTIZATION OF GOODWILL
   AND GROUND LEASE         31,918       31,363         95,755        94,139
OPERATING INCOME           654,799      833,582      1,655,409     1,389,255
  AMORTIZATION OF DEBT
   DISCOUNT AND ISSUANCE
   COSTS                    19,336       34,869         58,010       104,606
  INTEREST                 308,462      378,536        823,881     1,160,053
  EQUITY IN LOSS OF
   JOINTLY-OWNED COMPANY         -     (235,316)             -        (8,175)
INCOME BEFORE PROVISION
 FOR INCOME TAXES          327,001      655,493        773,518       132,771
INCOME TAX PROVISION        44,000            -         44,000             -
NET INCOME                $283,001     $655,493       $729,518      $132,771
LESS DIVIDENDS ON
 PREFERRED STOCK                 -      (56,007)             -      (169,861)
NET INCOME (LOSS)
 ATTRIBUTABLE TO
 COMMON STOCK             $283,001     $599,486       $729,518      ($37,090)

NET INCOME (LOSS) PER SHARE OF COMMON STOCK
PRIMARY                      $0.04        $0.33          $0.11         $0.07
FULLY-DILUTED                $0.04        $0.23          $0.11         $0.00
</TABLE>

SEE ACCOMPANYING NOTES.


                                  5


<PAGE>
                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
                                             (UNAUDITED)
<TABLE>
<CAPTION>
                                                   1997               1996
<S>                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 NET INCOME                                      $729,518           $132,771
   ADJUSTMENTS TO RECONCILE NET INCOME
   (LOSS) TO CASH PROVIDED BY OPERATING
   ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                 669,380            693,867
    EQUITY LOSS IN JOINTLY-OWNED COMPANY                -             (8,175)
    CHANGE IN CERTAIN ASSETS AND LIABILITIES:
      ACCOUNTS RECEIVABLE                         455,536            315,933
      DUE FROM/TO AFFILIATES (NET)                (30,015)           171,039
      INVENTORIES                                 (30,597)           (58,997)
      PREPAIDS AND OTHER ASSETS                   193,758            (90,983)
      ACCOUNTS PAYABLE AND ACCRUED EXPENSES      (966,450)          (273,135)
      ADVANCES FROM CUSTOMERS AND DEFERRED
       REVENUES                                  (554,836)            (7,030)
NET CASH PROVIDED BY OPERATING ACTIVITIES         466,294            875,290
CASH FLOW FROM INVESTING ACTIVITIES:
 CAPITAL EXPENDITURES (NET)                      (312,193)           (86,542)
NET CASH USED BY INVESTING ACTIVITIES            (312,193)           (86,542)
CASH FLOW FROM FINANCING ACTIVITIES:
 CAPITAL LEASE OBLIGATIONS (NET)                   45,898            (20,171)
 PROCEEDS FROM ISSUANCE OF COMMON STOCK                 -              5,000
 REPAYMENT OF NOTES PAYABLE AND LONG-TERM DEBT   (844,564)          (732,916)
NET CASH USED BY FINANCING ACTIVITIES            (798,666)          (748,087)
 EFFECT OF EXCHANGE RATE CHANGES ON CASH           47,281                  -
 (DECREASE) INCREASE IN CASH                     (597,284)            40,661
CASH, BEGINNING OF PERIOD                       1,268,475            137,322
CASH, END OF PERIOD                              $671,191           $177,983
SUPPLEMENTAL INFORMATION
 INTEREST PAID                                   $788,671         $1,168,031
 TAXES PAID                                      $110,880                 $-
</TABLE>


DURING THE NINE MONTHS ENDED JUNE 30, 1997, THE COMPANY PURCHASED AN AIRCRAFT,
WHICH IS NOW BEING HELD FOR RESALE, AND IS BEING FINANCED WITH A NOTE ISSUED
BY G.E. CAPITAL.


SEE ACCOMPANYING NOTES.




                                  6


<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED
                    FINANCIAL STATEMENTS
                       June 30, 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 nine month period ended
June 30, 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.

Note 2. INVENTORIES AND AIRCRAFT HELD FOR RESALE

      Inventories (principally parts) are valued at the
lower of cost (first-in, first-out) or market.  Aircraft
held for resale is valued at cost.


                                  7


<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  June  30,  1997
decreased to $6,428,000  from revenues of $6,457,000 for the
comparable  fiscal  1996  period,  a  decrease  of  $29,000.
Revenues for the nine months  ended  June 30, 1997 increased
to  $18,512,000  from  revenues  of  $16,909,000   for   the
comparable fiscal 1996 period, an increase of $1,603,000, or
9.5%.    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 months ended  June  30,
1997  decreased  to  $655,000  from  an  operating income of
$834,000 for the comparable fiscal 1996 period,  a  decrease
of  $179,000.   This  decrease is primarily attributable  to
sales and marketing costs  related  to  a  helicopter  joint
ownership  program.   Operating  income  for the nine months
ended  June  30,  1997  increased  to  $1,655,000   from  an
operating  income  of  $1,389,000  for the comparable fiscal
1996  period,  an  increase  of $266,000,  or  19.2%.   This
increase is primarily attributable  to  increased  operating
income  from the Company's fixed base operations along  with
increased  operating  income  from maintenance operations in
the UK offset by the sales and  marketing costs related to a
helicopter joint ownership program.

INTEREST

      Interest expense for the three  and  nine months ended
June  30,  1997  decreased  to  $308,000  and $824,000  from
interest  expense  of  $379,000  and  $1,160,000   for   the
comparable  fiscal  1996  periods, a decrease of $71,000 and
$336,000, 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 nine months ended June 30, 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  nine  months  ended  June  30, 1996, the Company
recorded  a  gain  in  equity  of jointly-owned  company  of
$235,000 and $8,000.

NET INCOME

      Net income for the three months  ended  June  30, 1997
was $283,000 as compared to a net income of $655,000 for the
three  months  ended  June 30, 1996, a decrease of $372,000.
The decrease is primarily  the  result  of  the  Company  no
longer  recording  the  equity  in  income  of jointly-owned
company.   In  addition,  fiscal  1997  included  sales  and
marketing  costs  related  to  a  helicopter joint ownership
program.

      Net income for the nine months ended June 30, 1997 was
$730,000 as compared to a net income  of  $133,000  for  the
three  months  ended June 30, 1996, an increase of $597,000.
This increase is primarily the result of increased operating
income and decreased interest expense from reduced levels of
borrowings.



                                  8


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

      At June 30,  1997,  the  Company had a working capital
deficit  of  $2,518,000 as compared  to  a  working  capital
deficit of $2,159,000  at  September 30, 1996, a decrease in
working  capital  of $359,000.   This  decrease  in  working
capital is primarily  attributable  to  the  increase in the
current  portion of long term debt at June 30,  1997,  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  and
$252,000  being the current amount due for the aircraft held
for  resale.    The   Company   currently  has  no  material
commitments for capital expenditures.

      The Company expects to continue  meeting  all  of  its
obligations for the next twelve months by  focusing  on  its
established operations. Cash flows from these operations are
expected  to  be  sufficient  to  meet  all of its operating
requirements   and,  significantly   reduced,  debt  service
requirements.

      Inflation has not significantly impacted the Company's
operations.


                                  9


<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

            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 June 30, 1997:

            None.



                                 10


<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:AUGUST 14, 1997         By:  /S/ CHRISTOPHER TENNANT
                                 Christopher Tennant,President
                                 and Chief Executive Officer


Dated:AUGUST 14, 1997         By:/S/ PAUL BOYD
                                 Paul Boyd, Principal Financial Officer



                                 11


<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, 1997 AND 1996
                                      (UNAUDITED)
<TABLE>
<CAPTION>
                 THREE MONTHS ENDED                          SIX MONTHS ENDED
                     JUNE 30,                                   JUNE 30,
            1997             1996                       1997             1996
<S>                  <C>               <C>              <C>       <C>              <C>
WEIGHTED AVERAGE SHARES OF
 COMMON STOCK OUTSTANDING    6,394,872    1,961,621    6,394,872    1,961,621
WEIGHTED AVERAGE COMMON
 STOCK EQUIVALENTS (1)               -            -            -            -
AVERAGE SHARES OUTSTANDING -
 PRIMARY EARNINGS PER SAHRE  6,394,872    1,961,621    6,394,872    1,961,621
SERIES C PREFERRED STOCK (1)         -      677,779            -      677,779
AVERAGE SHARES OUTSTANDING -
 FULLY-DILUTED EARNINGS
 PER SHARE                   6,394,872    2,639,400    6,394,872    2,639,400

PRIMARY EARNINGS PER SHARE (1)

AVERAGE SHARES OUTSTANDING   6,394,872    1,961,621    6,394,872    1,961,621
NET INCOME                    $283,001     $655,493     $729,518     $132,771
LESS DIVIDEND ON SERIES C
 & D PREFERRED STOCK                 -            -            -            -
                              $283,001     $655,493     $729,518     $132,771
PER SHARE AMOUNT (1)             $0.04        $0.33        $0.11        $0.07

FULLY-DILUTED EARNINGS PER SHARE (1)

AVERAGE SHARES OUTSTANDING   6,394,872    2,639,400    6,394,872    2,639,400
NET INCOME                    $283,001     $655,493     $729,518     $132,771
LESS DIVIDEND ON SERIES D
 PREFERRED STOCK                     -      (41,007)           -     (124,861)
                              $283,001     $614,486     $729,518       $7,910
PER SHARE AMOUNT (1)             $0.04        $0.23        $0.11        $0.00
</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 nine months ending June 30, 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 nine months ending June 30, 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 nine months ending June 30, 1997.  All the other remaining warrants,
      had an exercise price in excess of the fair value of common stock, for
      the three and nine months ending June 30, 1997, 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 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 nine months ending
      June 30, 1997.

(2)   New accounting pronouncement

      In February, 1997, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards No. 128, EARNINGS SHARE,
      which is effective for financial statements for both interim and annual
      periods ending after December 15, 1997.  Early adoption of the new
      standard is not permitted.  The new standard eliminates primary and
      fully dilutive earnings per share and requires presentation of basic and
      diluted earnings per share with disclosure of the methods used to
      compute the per share amounts.

      Basic earnings per share excludes dilution and is computed by dividing
      income available to common shareholders by the weighted-average common
      shares outstanding for the period.  Diluted earnings per share reflects
      the weighted-average common shares outstanding plus the potential effect
      of securities or contracts which are convertible to common shares, such
      as options, warrants, and convertible debt and preferred stock.  The
      adoption of this standard is not expected to have a material impact on
      earnings per share of the Company.



                                 12


<PAGE>