SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q/A



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

                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended 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




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                                 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                $(0.03)         $0.05           $0.00          $0.07
</TABLE>

SEE ACCOMPANYING NOTES.



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


Note 2. ACQUISITIONS

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               $(0.03)       $(0.02)        $(0.03)       $(0.03)
</TABLE>



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                  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)               -            -       275,325            -
Assumed conversion of
  Convertible Debentures (2)         -            -             -            -
Average shares outstanding
-Diluted earnings per share  6,394,872    6,394,872     6,670,197    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   6,394,872    6,394,872     6,670,197    6,394,872
Net (loss) income            $(163,229)    $301,102       $29,144     $446,517
Plus effect of dilutive
 securities                          -            -             -            -
Net income available to
 common shareholders plus
 assumed conversions         $(163,229)    $301,102       $29,144     $446,517
Per share amount                $(0.03)       $0.05         $0.00        $0.07
</TABLE>

(1) Certain options to purchase shares of Common Stock of the Company that  have
an  excercise price  below the average market price of common stock for the  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.  These potential common shares would be antidilutive in  the
three  months  ended  March 31, 1998  due  to the net loss in the period and are
therefore excluded from the calculation of diluted earnings  per  share in  that
period. Average market price has been computed using the weighted average market
price of shares traded in the six months ended March 31, 1998.

(2) Certain convertible  debentures  of  the  Company,  when  calculated  on  an
"if-converted" basis, would be antidilutive for the three and six  months  ended
March  31, 1998 and are  therefore excluded  from  the  calculation  of  diluted
earnings per share. 



<PAGE>





                                  SIGNATURES


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



                                    LYNTON GROUP, INC.


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


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



<PAGE>



Exhibit 11 - Computation of per share earnings


<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)               -            -       275,325            -
Assumed conversion of
 Convertible Debentures (2)          -            -             -            -
Average shares outstanding
-Diluted earnings per share  6,394,872    6,394,872     6,670,197    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   6,394,872    6,394,872     6,670,197    6,394,872
Net (loss) income            $(163,229)    $301,102       $29,144     $446,517
Plus effect of dilutive
 securities                          -            -             -            -
Net income available to
 common shareholders plus
 assumed conversions         $(163,229)    $301,102       $29,144     $446,517
Per share amount                $(0.03)       $0.05         $0.00        $0.07
</TABLE>

(1) Certain options to purchase shares of Common Stock of the Company that  have
an excercise price below the average market price of common stock  for  the  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.  These potential common shares would be antidilutive in  the
three months ended  March  31, 1998  due  to  the net loss in the period and are
therefore excluded from the calculation of diluted earnings  per  share  in that
period. Average market price has been computed using the weighted average market
price of shares traded in the six months ended March 31, 1998.

(2) Certain convertible  debentures  of  the  Company,  when  calculated  on  an
"if-converted" basis, would be antidilutive for the three and six  months  ended
March 31, 1998 and are  therefore  excluded  from  the  calculation  of  diluted
earnings per share. 


<PAGE>