UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549

                      FORM 10-Q/A
                     AMENDMENT #1


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended DECEMBER 31, 1995

 [ ]  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: 1,962,177
            Outstanding as of February 1, 1996
<PAGE>
This amendment is for the purpose of amending Item 1 - Financial Statements,
Exhibit 11 - Computation of per share earnings, and the Financial Data
Schedule.


<PAGE>
                 LYNTON GROUP, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                         DECEMBER 31,         SEPTEMBER 30,
                                             1995                 1995
                                          (UNAUDITED)           (AUDITED)
<S>                                  <C>                  <C>
ASSETS
CURRENT ASSETS:
CASH                                             $240,504              $137,322
ACCOUNTS RECEIVABLE                             1,792,275            1,948,368
DUE FROM AFFILIATES                                     -              156,396
INVENTORIES                                       962,785            1,019,810
PREPAIDS AND OTHER CURRENT ASSETS                 399,445              299,181
TOTAL CURRENT ASSETS                            3,395,009            3,561,077

PROPERTY, PLANT AND EQUIPMENT                  17,126,171           17,280,678
LESS ACCUMULATED DEPRECIATION  AND
AMORTIZATION                                    3,528,284            3,453,387
                                               13,597,887           13,827,291

DUE FROM AFFILIATE                                191,308              191,308
FUNDS HELD IN ESCROW                              150,000              150,000
INVESTMENT IN JOINTLY-OWNED COMPANY               999,079            1,201,248
LONG-TERM GROUND LEASE, LESS                    2,036,665            2,051,351
ACCUMULATED AMORTIZATION
GOODWILL, LESS ACCUMULATED                      2,262,137            2,284,408
AMORTIZATION
OTHER ASSETS AND DEFERRED CHARGES,                630,388              656,257
LESS ACCUMULATED AMORTIZATION
                                              $23,262,473           $23,922,940

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
REVOLVING CREDIT FACILITIES                      $420,019             $240,533
DUE TO AFFILIATES                                  92,281                    -
ACCOUNTS PAYABLE AND ACCRUED                    3,690,287            3,949,928
LIABILITIES
ADVANCES FROM CUSTOMERS AND DEFERRED              924,798            1,167,103
REVENUE
CURRENT PORTION OF CAPITAL LEASE                   24,809               26,701
OBLIGATIONS
CURRENT PORTION OF LONG-TERM DEBT               1,740,694              924,580
TOTAL CURRENT LIABILITIES                       6,892,888            6,308,845

LONG-TERM DEBT DUE TO HM HOLDINGS,              6,605,923            6,605,923
INC.
MORTGAGE NOTE DUE TO CONNECTICUT                7,870,151            8,009,310
MUTUAL
SENIOR SUBORDINATED CONVERTIBLE                 1,666,667            2,500,000
DEBENTURES
OTHER LONG-TERM DEBT                              275,829              295,618

STOCKHOLDERS' EQUITY:
SERIES C  PREFERRED                                    10                   10
SERIES D PREFERRED                                     20                   20
COMMON STOCK                                      588,653              587,153
ADDITIONAL PAID-IN CAPITAL                      8,324,555            8,321,055
ACCUMULATED DEFICIT                            (8,869,115)          (8,624,285)
TRANSLATION ADJUSTMENT                            (93,108)             (80,709)
TOTAL STOCKHOLDERS' EQUITY                        (48,985)             203,244
                                              $23,262,473          $23,922,940
</TABLE>

                       SEE ACCOMPANYING NOTES.


                                  3


<PAGE>
                  LYNTON GROUP, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                              (UNAUDITED)

<TABLE>
<CAPTION>

                                              1995                1994
<S>                                  <C>                  <C>
NET  REVENUES                                  $6,353,289           $8,190,381
EXPENSES:
DIRECT COSTS                                    5,030,559            6,257,337
SELLING, GENERAL AND ADMINISTRATIVE               695,607              898,352
DEPRECIATION                                      166,892              242,626
AMORTIZATION OF GOODWILL AND GROUND                31,405               46,499
LEASE
OPERATING INCOME                                  428,826              745,567

AMORTIZATION OF DEBT DISCOUNT AND                  34,869               34,844
ISSUANCE COSTS
INTEREST                                          389,869              445,318
EQUITY IN LOSS OF JOINTLY-OWNED                   176,878                     -
COMPANY
(LOSS) INCOME BEFORE PROVISION FOR               (172,790)             265,405
INCOME TAXES
INCOME TAX PROVISION                                    -                    -
NET (LOSS) INCOME                                (172,790)             265,405

LESS DIVIDENDS ON PREFERRED STOCK                 (72,041)             (47,947)
NET (LOSS) INCOME ATTRIBUTABLE TO               ($244,831)            $217,458
COMMON STOCK

NET (LOSS) INCOME PER SHARE OF
COMMON STOCK
PRIMARY                                            ($0.12)               $0.11

FULLY-DILUTED (1)                                  ($0.12)               $0.09
</TABLE>

(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 this period.


                       SEE ACCOMPANYING NOTES.


                                  4


<PAGE>
                  LYNTON GROUP, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                              (UNAUDITED)
<TABLE>
<CAPTION>

                                              1995                1994
<S>                                  <C>                  <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
NET (LOSS) INCOME                               ($172,790)            $265,405
ADJUSTMENTS TO RECONCILE NET (LOSS)
INCOME TO CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION                     233,165              323,969
EQUITY LOSS IN JOINTLY-OWNED COMPANY              176,878                     -
CHANGE IN CERTAIN ASSETS AND
LIABILITIES:
ACCOUNTS RECEIVABLE                               125,649               98,331
DUE FROM/TO AFFILIATES (NET)                      277,561              288,259
INVENTORIES                                        38,873              178,080
AIRCRAFT HELD FOR RESALE                                -               94,915
PREPAIDS AND OTHER ASSETS                        (106,357)            (294,276)
ACCOUNTS PAYABLE AND ACCRUED                     (290,695)            (846,042)
EXPENSES
ADVANCES FROM CUSTOMERS AND DEFERRED             (222,154)             423,601
REVENUES
NET CASH PROVIDED BY OPERATING                     60,130              532,242
ACTIVITIES

CASH FLOW FROM INVESTING ACTIVITIES:
CAPITAL EXPENDITURES (NET)                         21,321               (3,160)
NET CASH PROVIDED (USED) BY                        21,321               (3,160)
INVESTING ACTIVITIES

CASH FLOW FROM FINANCING ACTIVITIES:
CAPITAL LEASE OBLIGATIONS (NET)                    (6,645)              27,387
DIVIDENDS PAID ON PREFERRED STOCK                       -              (47,947)
PROCEEDS FROM ISSUANCE OF COMMON                    5,000                    -
STOCK
PROCEEDS OF BORROWINGS FROM HM                          -              500,000
HOLDINGS, INC.
PROCEEDS (REPAYMENTS) OF REVOLVING                186,097             (511,112)
CREDIT FACILITIES
REPAYMENT OF NOTES PAYABLE AND LONG-             (162,721)            (410,261)
TERM DEBT
NET CASH PROVIDED (USED) BY                        21,731             (441,933)
FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON                      -                     -
CASH
INCREASE IN CASH                                  103,182               87,149
CASH, BEGINNING OF PERIOD                         137,322              143,689
CASH, END OF PERIOD                              $240,504             $230,838

SUPPLEMENTAL INFORMATION
INTEREST PAID                                    $391,542             $424,685
TAXES PAID                                             $-                   $-
</TABLE>

                              SEE ACCOMPANYING NOTES.




                                  5
<PAGE>
     LYNTON GROUP, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED
            FINANCIAL STATEMENTS
              December 31, 1995


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,
1995  are not necessarily indicative  of  the
results  that  may  be  expected for the year
ending September 30, 1996. The balances as of
September   30,  1995  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,
1995.



                                  6


<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 23, 1996   By:  /S/CHRISTOPHER TENNANT
                                Christopher Tennant,
                                President and Chief
                                Executive Officer


Dated: February 23, 1996   By:  /S/ MANUS O'DONNELL
                                Manus O'Donnell,
                                Secretary and Treasurer
                                (Principal Financial Officer)


                                 10


<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, 1995 AND 1994
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                               1995               1994
<S>                                    <C>                 <C>
WEIGHTED AVERAGE SHARES OF COMMON                1,960,510         1,957,177
STOCK OUTSTANDING
WEIGHTED AVERAGE COMMON STOCK                            -            39,854
EQUIVALENTS
AVERAGE SHARES OUTSTANDING - PRIMARY             1,960,510         1,997,031
EARNINGS PER SHARE
SERIES C PREFERRED STOCK                           677,779           677,779
AVERAGE SHARES OUTSTANDING - FULLY               2,638,289         2,674,810
DILUTED EARNINGS PER SHARE


PRIMARY EARNINGS PER SHARE:
AVERAGE SHARES OUTSTANDING                       1,960,510         1,997,031
NET (LOSS) INCOME                                ($172,790)         $265,405
LESS DIVIDEND ON SERIES C & D                      (72,041)          (47,947)
PREFERRED STOCK
                                                 ($244,831)         $217,458
PER SHARE AMOUNT                                    ($0.12)            $0.11



FULLY-DILUTED EARNINGS PER SHARE: (1)
AVERAGE SHARES OUTSTANDING                       1,960,510         2,674,810
NET (LOSS) INCOME ATTRIBUTABLE TO                ($172,790)         $265,405
COMMON STOCK
LESS DIVIDEND ON SERIES D PREFERRED                      -           (32,947)
STOCK
LESS DIVIDEND ON SERIES C & D                      (72,041)                - 
PREFERRED STOCK
                                                 ($244,831)         $232,458
PER SHARE AMOUNT (1)                                ($0.12)            $0.09
</TABLE>

(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 this period.

                                 11


<PAGE>