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, 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
               MORRISTOWN, NEW JERSEY                        07960
      (Address of principal executive offices)             (Zip Code) 

      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 FEBRUARY 8, 1999


<PAGE>


                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                        PERIOD ENDED DECEMBER 31, 1998


ITEM                                                                   PAGE

Item 1 - Financial Statements:

          Condensed Consolidated Balance Sheets -
                December 31, 1998 and September 30, 1998                 3

          Condensed Consolidated Statements of Income -
                For the Three months ended December 31, 1998 and 1997    4

          Condensed Consolidated Statements of Cash Flows -
                For the Three months ended December 31, 1998 and 1997    5

                Notes to Condensed Consolidated Financial Statements   6-7


Item 2 - Management's Discussion and Analysis of Financial Condition
         and results of operations                                     8-9



<PAGE>



                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                         December 31,            September 30,
                                             1998                    1998
                                         (Unaudited)              (Audited)
<S>                                   <C>                     <C>
Assets
Current assets:
Cash                                      $2,173,208              $3,095,662
Accounts receivable                        6,205,280               6,587,563
Inventories                                3,178,931               3,226,939
Aircraft held for resale                   2,907,306               2,979,310
Prepaids and other current assets          1,461,528               1,536,170
Total current assets                      15,926,253              17,425,644

Property, plant and equipment             33,623,413              34,555,683
Less accumulated depreciation
 and amortization                          6,892,069               6,424,635
                                          26,731,344              28,131,048
Funds held in escrow                         150,000                 150,000
Aircraft held for resale                   5,150,000               5,150,000
Long-term ground lease, less
 accumulated amortization                  2,093,763               2,158,449
Goodwill, less accumulated amortization   11,027,746              11,404,791
Other assets and deferred charges, less
 accumulated amortization                    632,307                 662,978
                                         $61,711,413             $65,082,910

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities  $9,003,929             $10,067,617
Advances from customers and deferred
 revenue                                   2,426,515               2,002,446
Current portion of capital lease
 obligations                                  49,194                  54,119
Current portion of debt on aircraft held
 for resale                                3,100,000               3,100,000
Current portion of other long-term debt    2,788,216               3,053,354
Total current liabilities                 17,367,854              18,277,536

Long term debt, less current portion      23,723,572              25,149,670
Subordinated convertible debentures       10,980,806              11,439,499
Deferred revenue                             420,000                 480,000
Obligations under capital leases, less
 current portion                              46,040                  56,396
Deferred income taxes                      4,693,006               4,809,236

Stockholders' equity:
Common stock                               1,918,462               1,918,462
Additional paid-in capital                 9,779,823               9,779,823
Accumulated deficit                       (7,051,827)             (7,014,742)
Translation adjustment                      (154,975)                198,378
                                           4,491,483               4,881,921
Common stock held in treasury                (11,348)                (11,348)
Total stockholders' equity                 4,480,135               4,870,573
                                         $61,711,413             $65,082,910
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                        For the three months ended December 31, 1998 and 1997
                                             (Unaudited)
<TABLE>
<CAPTION>
                                            1998                    1997
<S>                                    <C>                     <C>
Net  revenues                            $15,957,644              $6,909,971

Expenses:
Direct costs                              12,742,012               5,436,029
Selling, general and administrative        1,706,108                 707,174
Depreciation                                 511,947                 179,803
Amortization of goodwill and
 ground lease                                207,274                  31,954
Operating income                             790,303                 555,011

Amortization of debt discount and
 issuance costs                               31,761                  19,337
Interest                                     770,324                 314,401
Income before provision for income taxes     (11,782)                221,273
Income tax provision                          25,303                  28,900
Net income                                  $(37,085)               $192,373

Net (loss)/income per share of Common Stock
Basic                                         $(0.00)                  $0.03
Diluted                                       $(0.00)                  $0.03
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the three months ended December 31, 1998 and 1997
                                             (Unaudited)
<TABLE>
<CAPTION>
                                               1998                    1997
<S>                                       <C>                     <C>
Cash flows from operating activities:
Net income                                  $(37,085)                $192,373
Adjustments to reconcile net income to
 cash provided by operating activities:
Depreciation and amortization                750,982                  231,094
Change in certain assets and liabilities:
Accounts receivable                          243,890                1,560,302
Inventories                                  (25,106)                 (12,544)
Prepaids and other assets                     41,749                 (414,647)
Accounts payable and accrued expenses       (916,212)                   9,384
Advances from customers and deferred
 revenues                                    400,142                   23,202
Net cash provided by operating activities    458,360                1,589,164

Cash flow from investing activities:
Cash paid for Magec Aviation and related
 acquisition costs                                 -              (30,294,785)
Capital expenditures (net)                   508,974                  (66,735)
Net cash provided (used) by investing
 activities                                  508,974              (30,361,520)

Cash flow from financing activities:
Capital lease obligations (net)              (13,521)                  (6,077)
Proceeds of financing for Magec
 Aviation acquisition                              -               30,177,451
Repayment of notes payable and
 long-term debt                           (1,870,248)                (547,813)
Net cash (used) provided by
 financing activities                     (1,883,769)              29,623,561
Effect of exchange rate changes on cash       (6,019)                  55,990
(Decrease) increase in cash                 (922,454)                 907,195
Cash, beginning of period                  3,095,662                  726,645
Cash, end of period                       $2,173,208               $1,633,840

Supplemental Information
Interest Paid                               $698,292                 $311,596
Taxes Paid                                        $-                   $5,250
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

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


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, 1998 are not necessarily  indicative  of  the results
that may be expected for the year ending September 30, 1999. The balances as of
September  30,  1998 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, 1998.



Note 2.  LONG TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                         December 31,            September 30,
                                             1998                    1998
                                          (Unaudited)              (Audited)
<S>                                     <C>                    <C>
Mortgage Note payable to Massachusetts
 Mutual Life Insurance Company with an
 interest rate of 6.69% due in monthly
 installments through January 3, 2006.     $6,724,842              $6,882,109
Mortgage Note payable to Finova Capital
 Corp. with an interest rate of 10.7%
 due in monthly installments through
 December 1, 2004, with a final
 installment payment of $1,400,000 due
 December 1, 2004.                          3,540,928               3,603,802
Mortgage Note payable to Finova Capital
 Corp. with an interest rate of 10.1%
 due in monthly installments through
 February 1, 2003, with a final
 installment payment of $568,750 due
 March 1, 2003.                             1,498,359               1,541,639
Note payable to finance company with
 interest at Sterling LIBOR rate (7.5%
 at September 30, 1998) plus 3.5% payable
 in monthly installments through
 August, 2000.                                      -                 357,126
Notes payable to Bank of Scotland with
 interest at Sterling LIBOR rate (7.5%
 at September 30,1998) plus 2.25% payable
 in installments through September 2002.   14,810,665              15,877,806
Loan note payable to third party at zero
 interest, pursuant to an option
 agreement to purchase an aircraft.         2,987,500               2,987,500
Notes payable due to finance company with
 an interest rate of 10.5%, due in
 monthly installments through
 February, 2000.                               49,494                  53,042
                                          $29,611,788             $31,303,024
Less:
Amount due within one year                 (5,888,216)             (6,153,354)
                                          $23,723,572             $25,149,670
</TABLE>




<PAGE>

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


Note 3.  EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                    For the three months ended
                                                           December 31,
                                                         1998        1997
<S>                                                  <C>          <C>
Weighted average shares of Common Stock outstanding    6,394,872    6,394,872
Average shares outstanding-Basic earnings per share    6,349,872    6,394,872

Weighted average shares of Common Stock outstanding    6,394,872    6,394,872
Weighted average Common Stock equivalents (1)                  -      431,299
Assumed conversion of 10% Senior Subordinated
 Convertible Debentures (2)                                    -       77,772
Assumed conversion of 8% Subordinate Convertible
 Debentures (2)                                                -      568,957
Average shares outstanding-Diluted earnings per share  6,394,872    7,472,900

BASIC EARNINGS PER SHARE:
Average shares outstanding                             6,394,872    6,394,872
Net (loss)/income available to common shareholders      $(37,085)    $192,373
Per share amount                                          $(0.00)       $0.03

DILUTED EARNINGS PER SHARE:
Average shares outstanding                             6,394,872    7,472,900
Net income                                              $(37,085)    $192,373
Plus effect of dilutive securities                             -        1,944
Net (loss)/income available to common shareholders
 plus assumed conversions                               $(37,085)    $194,317
Per share amount                                          $(0.00)       $0.03
</TABLE>

(1) Certain options to purchase shares of Common Stock of the Company that have
an exercise price below the  average market price of common stock for the three
months ended December 31, 1998,  had  an  antidilutive  effect  on earnings per
share  due  to the net loss in the period and are therefore excluded  from  the
calculation of  diluted  earnings  per  share.   Average  market price has been
computed using the weighted average market price of shares  traded in the three
months ended December 31, 1998.
(2) Certain convertible debentures of  the Company, when calculated  on  an "if
converted" basis, would be antidilutive for the three months ended December 31,
1998 and are excluded from the calculation.




<PAGE>




PART  1 - FINANCIAL INFORMATION

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

INTRODUCTION

During the fourth quarter of fiscal 1998, the Company filed with the Securities
and Exchange Commission (the "Commission")  a Preliminary Information Statement
in  connection  with  action  proposed  to  be  taken  by  written  consent  of
stockholders with respect to certain matters including a reverse stock split of
the Company's Common Stock.  The Company has filed amendments to such materials
as a result of comments received from the Commission and the Company is hopeful
that a definitive Information Statement can be mailed  to  stockholders  during
the  second  quarter  of  fiscal  1999.  If the proposed reverse stock split is
effected, the Company expects to have  fewer  than  300  stockholders  and  the
Company  expects  to  terminate  the registration of its Common Stock under the
Securities Exchange Act of 1934 and  cease  the  filing of certain reports with
the  Commission.   There  can  be  no  assurance,  however,  that  the  actions
contemplated by said Information Statement will be undertaken.  In addition, in
the event the Company completes the proposed reverse  stock  split, the Company
may change the Company's legal domicile to outside the United  States,  attempt
to  effect  a  public  offering  in  the United Kingdom and have its securities
listed on The London Stock Exchange.   There  can  be  no  assurance  that  the
Company  will attempt to effect any or all of the foregoing transactions or, if
attempted, that any of such transactions will be successfully completed.


RESULTS OF OPERATIONS


REVENUES & OPERATING INCOME

Revenues for  the three months ended December 31, 1998 increased to $15,958,000
from revenues of  $6,910,000 for the comparable fiscal 1998 period, an increase
of  $9,048,000  or 131%.   This  increase  is  primarily  attributable  to  the
acquisitions completed in fiscal 1998.

Operating income  for  the  three  months  ended December 31, 1998 increased to
$790,000 compared to operating income of $555,000  for  the  three months ended
December  31,  1997,  an  increase  of  $235,000.   This increase is  primarily
attributable to the increased operating income as a result  of the acquisitions
completed  in  fiscal  1998  offset  by  an  increase  in goodwill amortization
expense.


INTEREST

Interest  expense  for the three months ended December 31,  1998  increased  to
$770,000 compared to  interest  expense  of $314,000 for the three months ended
December 31, 1997, an increase of $456,000.   This  increase is attributable to
higher  levels  of bank borrowings and convertible debt  used  to  finance  the
acquisitions completed in fiscal 1998.


NET INCOME

The net loss for  the  three  months  ended  December  31,  1998 was $37,000 as
compared  to a net income of $192,000 for the three months ended  December  31,
1997, a decrease  of  $229,000.   This  decrease is primarily the result of the
increased interest expense due to higher levels of debt.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1998, the Company had a working  capital  deficit of $1,442,000
as compared to a working capital deficit of $1,647,000 at September  30,  1998,
an  increase  in  working  capital  of  $205,000.   This  increase  is  largely
attributable to a reduction in the current portion of long term debt.

In  January  1998  the aircraft held for resale, classified as a current asset,
was sold for cash.   The  proceeds  were  utilized  to  fully  repay  the  debt
outstanding  on  the aircraft and to provide additional working capital for the
Company.

The Company expects  to  continue  to meet all of its obligations in the coming
year by focusing on both its established  and  newly acquired operations.  Cash
flows from these operations are expected to be sufficient  to  meet  all of its
operating requirements, and debt service requirements.


OTHER MATTERS

The  Year  2000  ("Y2K") issue is the result of computer programs using a  two-
digit format, as opposed  to  four  digits, to indicate the year. Such computer
systems will be unable to interpret data  beyond  the  year  1999,  which could
cause  a  system  failure  or other computer errors, leading to disruptions  in
operations. In fiscal 1998,  the  Company  began  to  methodically  review  its
current  computer  systems  in order to (a) identify those systems that are not
Y2K compliant; (b) identify the  costs of repairs and modifications required to
existing systems in order to ensure  Y2K  compliance; and (c) estimate the cost
of replacement for those systems that were  not  capable of being modified to a
Y2K  compliant  state.  The  Company  has  identified that  its  financial  and
informational  systems are the most critical  systems  that  will  require  Y2K
modifications. The internal review identified certain computer hardware systems
that  were  not Y2K  compliant  and  a  replacement  and  modification  program
commenced in  the  latter  half of fiscal 1998, and is scheduled to be complete
during the third quarter of fiscal 1999. Additionally certain computer software
programs were also found not  to  be Y2K compliant. The Company, largely due to
the acquisitions during fiscal 1998,  is  currently in the process of upgrading
its software programs and is ensuring that  new  software is Y2K compliant.  As
the  Company is continually upgrading and improving  systems  in  the  ordinary
course  of  business,  the  cost  of  ensuring  the Company is Y2K compliant is
estimated to be approximately $250,000 of which approximately  $50,000 has been
expensed in fiscal 1998. Although no assurances can be given that there will be
no interruption of operations in the year 2000 the Company believes that it has
reasonably assessed all of its systems in order to ensure that the Company will
not suffer any material adverse effect of not being Y2K compliant.



<PAGE>




PART  II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

Dollar  Air is a defendant in an action pending in the United Kingdom  relating
to certain  actions  taken  by  Dollar  Air  in connection with its acting as a
broker in the sale of a certain helicopter at  a time when Dollar Air was owned
by  the  Company.   In such action, the plaintiff is  seeking  damages  in  the
approximate amount of 170,000 Pounds Sterling (approximately $250,000).  Dollar
Air has denied the allegations therein and the Company has defended and intends
to continue to defend this matter vigorously.  While the Company cannot predict
the outcome of such litigation,  it  does  not  expect,  based  upon  advice of
counsel,  that  damages,  if  any,  will  be  awarded  to  the  full  extent of
plaintiff's claim.

Other  than  the foregoing, there are no material pending legal proceedings  to
which the Company is a party or to which any of its property is subject.

Item 2.  CHANGES IN SECURITIES

None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

No matter was  submitted  during  the three months ended December 31, 1998 to a
vote of the security holders.  See  Part  I, Item 2, for information on actions
proposed to be submitted to stockholders during fiscal 1999.

Item 5.  OTHER INFORMATION

None.

PART  II - OTHER INFORMATION CONTINUED


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, 1998:

None.



<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 15, 1999           By:  /s/ CHRISTOPHER TENNANT
                                       Christopher Tennant, President
                                       and Chief Executive Officer


Dated:February 15, 1999           By:  /s/ PAUL A. BOYD
                                       Paul A. Boyd, Secretary, Treasurer and
                                       Principal Financial Officer



<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, 1998 and 1997
                                             (Unaudited)
<TABLE>
<CAPTION>
                                                         1998        1997
<S>                                                  <C>          <C>
Weighted average shares of Common Stock outstanding    6,394,872    6,394,872
Average shares outstanding-Basic earnings per share    6,349,872    6,394,872

Weighted average shares of Common Stock outstanding    6,394,872    6,394,872
Weighted average Common Stock equivalents (1)                  -      431,299
Assumed conversion of 10% Senior Subordinated
 Convertible Debentures (2)                                    -       77,772
Assumed conversion of 8% Subordinate Convertible
 Debentures (2)                                                -      568,957
Average shares outstanding-Diluted earnings per share  6,394,872    7,472,900

BASIC EARNINGS PER SHARE:
Average shares outstanding                             6,394,872    6,394,872
Net (loss)/income available to common shareholders      $(37,085)    $192,373
Per share amount                                          $(0.00)       $0.03

DILUTED EARNINGS PER SHARE:
Average shares outstanding                             6,394,872    7,472,900
Net income                                              $(37,085)    $192,373
Plus effect of dilutive securities                             -        1,944
Net (loss)/income available to common shareholders
 plus assumed conversions                               $(37,085)    $194,317
Per share amount                                          $(0.00)       $0.03
</TABLE>

(1) Certain options to purchase shares of Common Stock of the Company that have
an exercise price below the average market price of common  stock for the three
months  ended  December  31, 1998, had an antidilutive effect on  earnings  per
share due to the net loss  in  the  period  and are therefore excluded from the
calculation  of  diluted earnings per share.  Average  market  price  has  been
computed using the  weighted average market price of shares traded in the three
months ended December 31, 1998.
(2) Certain convertible debentures  of  the  Company, when calculated on an "if
converted" basis, would be antidilutive for the three months ended December 31,
1998 and are excluded from the calculation.

<PAGE>