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, 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 JULY 31, 1998


<PAGE>


                        Part 1 - FINANCIAL INFORMATION


                      LYNTON GROUP, INC. AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


                          PERIOD ENDED JUNE 30, 1998


                  ITEM                                                 PAGE

Item 1 - Financial Statements:

     Condensed Consolidated Balance Sheets -
           June 30, 1998 and September 30, 1997                          3

     Condensed Consolidated Statements of Operations -
           For the Three and Nine months ended June 30, 1998 and 1997    4

     Condensed Consolidated Statements of Cash Flows -
           For the Nine months ended June 30, 1998 and 1997              5

           Notes to Condensed Consolidated Financial Statements       6-10


Item 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                   11-14



<PAGE>



                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                            June 30,              September 30,
                                              1998                    1997
                                           (Unaudited)              (Audited)
<S>                                     <C>                     <C>
Assets
Current assets:
Cash                                       $1,296,173                $726,645
Accounts receivable                         5,191,863               3,268,879
Investment in jointly-owned company
 held for resale                                    -               1,222,620
Inventories                                 1,425,050                 803,677
Aircraft held for resale                    5,450,000                       -
Prepaids and other current assets             589,666                 214,124
Total current assets                       13,952,752               6,235,945

Property, plant and equipment              33,565,230              18,045,935
Less accumulated depreciation
 and amortization                           5,861,294               4,652,703
                                           27,703,936              13,393,232
Funds held in escrow                          150,000                 150,000
Aircraft held for resale                            -               1,870,233
Long-term ground lease, less
 accumulated amortization                   2,223,135               1,933,861
Goodwill, less accumulated amortization     9,352,887               2,155,007
Other assets and deferred charges, less
 accumulated amortization                     696,787                 484,970
                                          $54,079,497             $26,223,248

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities   $6,012,269              $4,201,508
Advances from customers and deferred
 revenue                                    1,363,148               1,761,950
Current portion of capital lease
 obligations                                   53,509                  38,480
Current portion of debt on aircraft
 held for resale                            3,328,322                       -
Current portion of other long-term debt     3,830,070               1,285,364
Total current liabilities                  14,587,318               7,287,302

Long term debt, less current portion       22,859,562              13,459,832
Subordinated convertible debentures         6,021,499                       -
Deferred revenue                              540,000                 720,000
Obligations under capital leases, less
 current portion                               60,634                  69,071
Deferred income taxes                       4,825,842                 163,183
Stockholders' equity:
Common stock                                1,918,462               1,918,462
Additional paid-in capital                  9,779,823               9,779,823
Accumulated deficit                        (6,508,739)             (7,141,115)
Translation adjustment                          6,444                 (21,962)
                                            5,195,990               4,535,208
Common stock held in treasury                 (11,348)                (11,348)
Total stockholders' equity                  5,184,642               4,523,860
                                          $54,079,497             $26,223,248
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>



                           LYNTON GROUP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                                       (UNAUDITED)
<TABLE>
<CAPTION>
                            Three Months Ended           Nine Months Ended
                                 June 30                      June 30
                        ------------------------     -------------------------
                            1998         1997            1998          1997
                        -----------   ----------     -----------   -----------
<S>                   <C>           <C>            <C>           <C>
Net revenues            $14,344,481   $6,428,379     $31,960,538   $18,511,661
Expenses:
Direct costs             10,894,680    4,735,813      24,474,616    13,997,248
Selling, general and
 administrative           1,467,293      833,429       3,525,345     2,247,634
Depreciation                503,007      172,420       1,159,756       515,615
Amortization of goodwill
 and ground lease           172,611       31,918         345,654        95,755
Operating income          1,306,890      654,799       2,455,167     1,655,409

Amortization of debt discount
 and issuance costs          33,685       19,336          77,259        58,010
Interest                    645,084      308,462       1,683,043       823,881
Income before provision
 for income taxes           628,121      327,001         694,865       773,518
Income tax provision         24,889       44,000          62,489        44,000
Net income attributable
 to Common Stock           $603,232     $283,001        $632,376      $729,518

Net income per share of Common Stock :
  Basic                       $0.09        $0.04           $0.10         $0.11
  Diluted                     $0.06        $0.04           $0.08         $0.11
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                                 LYNTON GROUP, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the nine months ended June 30, 1998 and 1997
                                             (Unaudited)
<TABLE>
<CAPTION>
                                              1998                    1997
<S>                                     <C>                     <C>
Cash flows from operating activities:
Net income                                   $632,376                $729,518
Adjustments to reconcile net income to
 cash provided by operating activities:
Depreciation and amortization               1,582,669                 669,380
Change in certain assets and liabilities:
Accounts receivable                         1,301,364                 455,536
Due from/to affiliates (net)                        -                 (30,015)
Inventories                                   (71,002)                (30,597)
Prepaids and other assets                    (183,189)                193,758
Accounts payable and accrued expenses        (206,473)               (966,450)
Advances from customers and
 deferred revenues                           (608,568)               (554,836)
Net cash provided by operating activities   2,447,177                 466,294

Cash flow from investing activities:
Cash paid for Magec Aviation and related
 acquisition costs                        (30,294,785)                      -
Cash paid for Jet Systems Acquisition
 and related costs                         (1,864,076)                      -
Cash received for sales of aircraft
 held for resale                            8,564,000                       -
Capital expenditures (net)                   (307,436)               (312,193)
Net cash used by investing activities     (23,902,297)               (312,193)

Cash flow from financing activities:
Capital lease obligations (net)                 6,592                  45,898
Proceeds from financing for Magec
 Aviation acquisition                      30,177,451                       -
Proceeds from financing for Jet Systems
 acquisition                                1,625,000                       -
Proceeds from other debt financing          1,540,789                       -
Repayment of notes payable and
 long-term debt                           (12,048,983)               (844,564)
Net cash provided (used) by financing
 activities                                21,300,849                (798,666)
Effect of exchange rate changes on cash        28,403                  47,281
Decrease in cash                             (125,868)               (597,284)
Cash, beginning of period                     726,645               1,268,475
Cash, end of period                          $600,777                $671,191

Supplemental Information :
Interest Paid                              $1,405,523                $788,671
Taxes Paid                                   $171,105                $110,880
</TABLE>

SEE ACCOMPANYING NOTES.



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                 JUNE 30, 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 nine-month
period ended June 30, 1998 are not necessarily indicative  of  the results that
may  be  expected  for the year ending September 30, 1998. The balances  as  of
September 30, 1997 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, 1997.


Note 2. ACQUISITIONS

In December 1997, the Company  acquired through Lynton Group Limited, a wholly-
owned subsidiary of the Company,  all  of  the issued and outstanding shares of
capital  stock  (the "Magec Shares") of Magec  Aviation  Limited  ("Magec"),  a
company organized under the laws of England in a business combination which has
been accounted for  as  a  purchase.   Magec  provides hangarage and refueling,
charter, management, and maintenance services for  corporate  aircraft from its
own  exclusive  terminal at London Luton Airport, England.  The purchase  price
(including acquisition  costs) of $30,295,000 exceeded the estimated fair value
of the net assets of Magec  by  $7,426,000,  which  will be amortized using the
straight line method over twenty years.  The purchase price allocation is based
on the following:

Tangible fixed assets                    $13,995,207
Aircraft held for resale                  12,114,000
Inventories                                  550,371
Accounts receivable                        2,001,731
Prepaids and other assets                    192,351
Cash and cash equivalents                    695,394
Accounts payable and accrued expenses     (2,022,694)
Deferred tax provision                    (4,657,200)
Net assets acquired                      $22,869,160
Purchase price                            30,294,785
Goodwill on acquisition                   $7,425,625



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                 JUNE 30, 1998


The  consideration  paid  to  Magec  was  17,000,000  Pounds Sterling (equal to
$28,288,000)  paid  in  cash  at  Closing.   The funds used to  purchase  Magec
(including acquisition costs) included bank financing  in  the principal amount
of 12,827,000 Pounds Sterling with the balance of the purchase  price from debt
financing as follows: (i) promissory notes (the "December 1999 Notes")  in  the
aggregate  principal  amount  of  $1,664,000  due  on  December  23, 1999, with
interest  at 12.0% per annum, issued and sold to entities which may  be  deemed
affiliates  of  Paul R. Dupee, Jr., Chairman of the Board and a director of the
Company, and (ii)  a  non  interest  bearing  loan  in  the principal amount of
$1,353,000  due on December 23, 1998, pursuant to an Option  Agreement  entered
into between  Magec  and an unrelated party to acquire a certain aircraft owned
by Magec, and (iii) 8.0%  Subordinated  Convertible Debentures due December 31,
2007 in the aggregate principal amount of  $5,816,000 (the "Debentures") issued
and sold to certain directors and principal stockholders of the Company, and/or
their affiliates, as well as other third parties.

In connection with the aforesaid financing,  an  Option  Agreement  was entered
into between Magec and Westbury Properties Corporation ("Westbury"),  which may
be  deemed  an  affiliate  of  Paul R. Dupee, Jr., Chairman of the Board and  a
director  of the Company, whereby  Westbury  was  granted  an  option  expiring
December 23, 1999 to acquire a certain aircraft owned by Magec for the purchase
price of $6,664,000.   During the quarter ended June 30, 1998 the said aircraft
was  sold  by  Magec for the  purchase  price  of  $7,250,000.   In  connection
therewith, the December 1999 Notes including accrued interest thereon were paid
in full, certain other bank indebtedness in the amount of $4,998,000 was repaid
and Westbury surrendered  its  option  over  said  aircraft in return for a sum
equal to the difference between the purchase price ($7,250,000)  and the option
exercise price ($6,664,000).

     Also, in connection with the aforesaid financing, an Option Agreement  was
entered into between Magec and an unrelated party to acquire a certain aircraft
owned  by  Magec  for  the  purchase price of $5,450,000.  On June 19, 1998 the
terms of the Option Agreement  were  amended  to allow for a further advance of
$1,500,000  followed  by  additional  further  advances  on  certain  dates  in
accordance with the payment schedule included in  the  Option  Agreement.   The
further  advances  will  be utilized to repay certain bank borrowings of Lynton
Group  Limited.  The first  further  advance  under  the  Option  Agreement  of
$1,500,000  was  received  by Magec in accordance with the revised terms of the
Option Agreement and was immediately  utilized to repay certain bank borrowings
of Lynton Group Limited.

      The  8%  Subordinated  Convertible Debentures,  referred  to  above,  are
convertible into shares of the  Company's  Common  Stock  at  the option of the
holder  at any time prior to maturity at an initial conversion price  of  $1.00
per share  (subject  to  adjustment upon the occurrence of certain events) once
the  Certificate  of incorporation  is  modified  to  increase  the  number  of
authorized shares of Common Stock.  The conversion price was set at $1.00 which
management believed  to  be  fair  market  price based on recent bid prices for
certain Common Stock of the Company (reference is made to information on page 9
of the Subject Form 10-K Annual Report for September  30, 1997).  Conversion of
the  Debentures,  if  still  held by the original purchasers  at  the  time  of
conversion,  would  not lead to  a  significant  change  in  ownership  as  the
significant majority  of  the  Debentures  were  purchased  by certain existing
principal  stockholders  of  the  Company  in significant proportion  to  their
current stockholding in the Company.  However  if  these  certain  stockholders
were  to  transfer  their  interests in the Debentures prior to such conversion
then this could result in a substantial change in ownership of the Company.

     The Debentures bear interest  at the rate of 8.0% per annum, payable semi-
annually in arrears on the first day of June and December of each year with the
first such payment due on June 1, 1998,  provided,  however,  that  in  lieu of
paying such interest in cash, the Company may, at its option, pay interest  for
any  interest  payment  date  occurring  before December 23, 1999 by adding the
amount of such interest to the outstanding principal amount due thereunder (the
"PIK Interest").  In such event, any such  PIK  Interest when so added shall be
deemed part of the principal indebtedness for purposes  of  determining amounts
which  may  be  convertible  into  shares  of  Common  Stock.  The Company  has
exercised this option with respect to the interest payments due June 1, 1998 so
such PIK Interest resulting therefrom has been added and  is now deemed part of
the  principal indebtedness for purposes of determining amounts  which  may  be
convertible into shares of Common Stock.

Assuming the acquisition of Magec had occurred on October 1, 1996 the Company's
pro forma  (unaudited)  net  revenue,  net income, basic and diluted income per
share for the three and nine months ended  June 30, 1998 and 1997 are estimated
to have been as follows:

<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
$000s                                        June 30,             June 30,
                                       ------------------    -----------------
                                          1998      1997       1998      1997
                                       --------   -------    -------   -------
<S>                                  <C>        <C>        <C>       <C>
Revenue                                 $14,344   $11,822    $37,574   $34,550
Net income                                 $603      $237       $398       $58
Basic income per common share             $0.09     $0.03      $0.06     $0.00
Diluted income per common share           $0.06     $0.03      $0.03     $0.00
</TABLE>



On  February  27,  1998  the  Company, through Lynton Jet Centre, Inc. ("Lynton
Jet"), a wholly-owned subsidiary  of  the  Company,  acquired for $1,864,000 in
cash (including acquisition costs) substantially all the assets of Jet Systems,
including  its  ground  lease  on  a  hangar  facility, located  at  Morristown
Municipal  Airport,  Morristown,  New Jersey (the  "Jet  System  Acquisition"),
pursuant to an Asset Purchase Agreement between 41 North 73 West Inc. d/b/a Jet
Systems and Lynton Jet.  The funds  used  to purchase Jet Systems included bank
financing  from  Finova  Capital  Corporation  in   the   principal  amount  of
$1,625,000.  The purchase price allocation is based on the following:

Tangible fixed assets                     $1,175,000
Covenant not to compete                       50,000
Ground lease                                 400,000
Acquisition costs                            239,000
Purchase price                            $1,864,000



<PAGE>

                     LYNTON GROUP, INC., AND SUBSIDIARIES
                        NOTES TO CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS
                                 JUNE 30, 1998


Note 3.LONG TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                           June 30,              September 30,
                                             1998                    1997
                                          (Unaudited)              (Audited)
<S>                                   <C>                       <C>

Mortgage due to bank with interest
 at Sterling LIBOR rate (7.19% at
 September 30, 1997) plus 2.0%, due
 in monthly installments through
 April, 2001.                                        $-              $210,866
Mortgage Note payable to Massachusetts
 Mutual Life Insurance Company with an
 interest rate of 6.69% due in monthly
 installments through January 3, 2006.        7,036,776             7,485,990
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.                            3,665,022             3,820,525
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.                               1,583,843                     -
Senior Subordinated Convertible Debentures
 with interest at 10%, payable on
 December 31, 1998.                             795,000               795,000
Note payable to finance company with
 interest at Sterling LIBOR rate (7.19% at
 September 30, 1997) plus 3.5% payable in
 monthly installments through August, 2000.     400,200               536,597
Aircraft financing note payable to finance
 company with an interest rate of 10.0%
 with principal due every six months and
 interest due every four months through
 January 20, 1999, with a final installment
 payment of $1,589,698 due January 20, 1999.          -             1,870,233
Notes payable to Bank of Scotland with
 interest at Sterling LIBOR rate plus 2.25%
 payable in installments through September
 2002.                                       13,627,298                     -
Loan note payable to third party at zero
 interest, pursuant to an Option Agreement
 to purchase an aircraft (see Note 2.)        2,853,322                     -
Notes payable due to finance company with
 an interest rate of 10.5%, due in monthly
 installments through February, 2000.            56,493                25,985
                                            $30,017,954           $14,745,196

Less:
Amount due within one year                   (7,158,392)           (1,285,364) 
                                            $22,859,562           $13,459,832
</TABLE>

The  Finova  loans  require  compliance  with  certain covenants, financial and
otherwise, as defined in the loan agreements, including  maintaining  a minimum
consolidated net worth; a minimum earnings, before interest taxes, depreciation
and  amortization  coverage ratio; and a total liabilities to consolidated  net
worth coverage ratio,  by  both Lynton Jet, as borrower, and Lynton Group, Inc.
as guarantor.  At March 31, 1998 Lynton Group, Inc. was in technical default of
its total liabilities to consolidated  net  worth coverage ratio.  This default
was cured, within the period allowed to remedy  default  under article 7.1.2 of
the loan agreement, as two of the aircraft held in stock at March 31, 1998 were
sold  by  April  8, 1998 and the outstanding associated liabilities  repaid  in
full.

During 1998, the Company  repaid  the  Sterling  mortgage note in the amount of
$211,000, referenced above, with a portion of the  proceeds  received  from the
Bank  of  Scotland  for the acquisition of Magec.  The Company also repaid  the
aircraft financing note  and  its  related  accrued  interest  in the amount of
$1,840,034, from the proceeds of the sale of such aircraft for $1,900,000.



<PAGE>

                  LYNTON GROUP, INC., AND SUBSIDIARIES
                     NOTES TO CONDENSED CONSOLIDATED
                          FINANCIAL STATEMENTS
                              JUNE 30, 1998


Note 4.  EARNINGS PER SHARE

<TABLE>
<CAPTION>
                              Three Months Ended         Nine Months Ended
                                   June 30,                   June 30,
                            ----------------------     ----------------------
                               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)         582,272           -        582,272           -
Assumed conversion of 10%
 Senior Subordinated
 Convertible Debentures (1)    553,297           -        553,297           -
Assumed conversion of 8%
 Subordinated Convertible
 Debentures (1)(2)           4,047,766           -      4,047,766           -
Average shares outstanding
 - Diluted earnings
 per share                  11,578,207   6,394,872     11,578,207   6,394,872

BASIC EARNINGS PER SHARE :
Average shares outstanding   6,394,872   6,394,872      6,394,872   6,394,872
Net income available to
 common shareholders          $603,232    $283,001       $632,376    $729,518
Per share amount                 $0.09       $0.04          $0.10       $0.11

DILUTED EARNINGS PER SHARE :
Average shares outstanding  11,578,207   6,394,872     11,578,207   6,394,872
Net income                    $603,232    $283,001       $632,376    $729,518
Plus effect of dilutive
 securities                    109,564           -        287,282           -
Net income available to
 common shareholders plus
 assumed conversions          $712,796    $283,001       $919,658    $729,518
Per share amount                 $0.06       $0.04          $0.08       $0.11
</TABLE>

(1) Certain options to  purchase shares of Common Stock of the Company, and the
Convertible Debentures  have a an exercise price below the fair value of common
stock for the three and nine  months ended June 30, 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.   Fair  market value has been
computed using the weighted average market price of shares  traded in the three
and nine months ended June 30, 1998.
(2) The 8% Convertible Debentures have an exercise price below the  fair  value
of common stock for the  three  and  nine  months  ended  June 30, 1998.  These
Debentures will be convertible into shares of the Company's Common Stock at the
option  of  the  holder at any time prior to maturity at an initial  conversion
price of $1.00 per  share (subject to adjustment upon the occurrence of certain
events) once the Certificate  of  Incorporation  is  modified  to  increase the
number  of  authorized  shares of Common Stock. Although no assurances  can  be
given,  management  is  not   aware   of  any  reasons  that  would  cause  the
aforementioned transaction not to occur.




<PAGE>



PART  I - FINANCIAL INFORMATION

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

INTRODUCTION

Pursuant to a Share Sale and Purchase Agreement  dated  December  5, 1997 among
Lynton  Group, Inc. (the "Company"), Lynton Group Limited, a company  organized
under the  laws  of  England  and  a  wholly-owned  subsidiary  of  the Company
("Limited"),  and  The  General  Electric Company p.l.c., the owner of all  the
shares of capital stock of Magec Aviation  Limited,  a  company organized under
the laws of England ("Magec"), the Company through Limited acquired on December
23, 1997 all of the issued and outstanding shares of capital  stock  of  Magec.
The  purchase  price for Magec was 17,000,000 Pounds Sterling paid in cash (see
Liquidity  and Capital  Resources  for  details  of  financing)  and  has  been
accounted for as a purchase.  Magec operates from hangars, workshops and office
facilities of  approximately  65,000  square  feet  at  London  Luton  Airport,
England.   Magec  provides  a  full  range  of  services for users of corporate
aircraft including refueling and handling, charter, engineering, management and
maintenance services for corporate aircraft.  The  acquisition  has  more  than
doubled  the  total  asset  base  of the Company since September 30, 1997.  The
purpose of the acquisition is to enhance  the long-term earnings ability of the
Company by enlarging the asset base of the  UK operations.  The acquisition has
resulted in the expansion of the Company's fixed  wing  aviation  capability as
well  as  providing  a  complimentary  facility to its fixed base operation  at
Morristown Municipal Airport, New Jersey.

On February 27, 1998 the Company, through  Lynton  Jet  Centre,  Inc.  ("Lynton
Jet"),  a  wholly-owned  subsidiary of the Company, acquired for $1,864,000  in
cash (including acquisition costs) substantially all the assets of Jet Systems,
including  its  ground lease  on  a  hangar  facility,  located  at  Morristown
Municipal Airport,  Morristown,  New  Jersey  (the  "Jet  System Acquisition"),
pursuant to an Asset Purchase Agreement between 41 North 73 West Inc. d/b/a Jet
Systems  and  Lynton  Jet.   The  purchase  will enable Lynton Jet  to  provide
additional FBO facilities for corporate aircraft  users of Morristown Municipal
Airport.

On July 28, 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 proposed reverse  stock  split  of  the  Company's
Common Stock.   If  the  proposed  reverse stock split is effected, the Company
expects to have fewer than 300 stockholders  and  the  Company expects to cease
the   filing  of  certain  reports  with  the  Commission.   Such   Preliminary
Information  Statement  is  subject  to change and is subject to the review and
comments  of the Commission.  There can  be  no  assurances  that  the  actions
contemplated thereby 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 of 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.



<PAGE>



RESULTS OF OPERATIONS

REVENUES & OPERATING INCOME

Revenues  for  the  three  and  nine  months ended June 30, 1998  increased  to
$14,344,000 and $31,961,000 from revenues of $6,428,000 and $18,512,000 for the
comparable fiscal 1997 periods, an increase  of  $7,916,000  and $13,449,000 or
123%  and  73%  respectively.  This increase is primarily attributable  to  the
inclusion from January  1,  1998 of the revenues for Magec of $10,715,000 along
with increase in fuel sales volume  and  tenant  occupancy  at the Company's US
fixed  base  operation,  offset  by  reduced  revenues  in  the  UK maintenance
operations.

Operating income for the three and nine months ended June 30, 1998 increased to
$1,307,000  and  $2,455,000  compared  to  operating  income  of  $655,000  and
$1,655,000 for the comparable fiscal 1997 periods, an increase of $652,000  and
$800,000. This increase is primarily attributable to the inclusion from January
1,  1998  of  the  operating  income for Magec of $685,000 along with increased
operating income from the fixed base operation in the US and charter operations
in  the  UK, partly offset by reduced  operating  income  from  UK  maintenance
operations and the increase in depreciation and amortization expense.

Management  believes  the  level of activity between the date of acquisition of
Magec and December 31, 1997  is not material and therefore has consolidated the
results  of  operations for Magec  with  effect  from  January  1,  1998.   The
annualized effect of the consolidation of Magec will be to increase revenues by
approximately   $20,000,000   per   annum  and  increase  operating  income  by
approximately $1,300,000 compared to  historical  revenues  of  $25,000,000 and
operating income $2,500,000.

INTEREST

Interest expense for the three and nine months ended June 30, 1998 increased to
$645,000 and $1,683,000 compared to interest expense of $308,000  and  $824,000
for  the  comparable  fiscal 1997 periods, an increase of $337,000 and $859,000
respectively.   This  increase   results   from  higher  levels  of  borrowings
specifically relating to the acquisitions of Magec and Jet Systems.

As a direct result of the debt finance (see  Liquidity  and  Capital Resources)
raised  to  purchase  Magec,  the Company's interest expense will  increase  by
approximately $1,500,000 per annum.

NET INCOME

Net income for the three months  ended June 30, 1998 was $603,000 compared to a
net income of $283,000 for the comparable  fiscal  1997  period, an increase of
$320,000.   Net  income  for the nine months ended June 30, 1998  was  $632,000
compared to $730,000 for the  comparable  fiscal  1997  period,  a  decrease of
$98,000.    This  net  decrease  is  primarily  the  result  of  the  increased
amortization and interest expense as discussed above.

The proforma  effect  on  per share earnings for the nine months ended June 30,
1998 would have been to reduce  the  basic net income per share from $0.10 to a
basic net income per share of $0.00 and  to reduce the diluted income per share
from $0.08 to a diluted net income per share of $0.00.



<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

In October 1997, the Company sold its 50%  share of the capital stock in PDG to
the remaining 50% shareholders of PDG for approximately  $1,307,000.  Under the
purchase agreement, the aggregate purchase price is payable  in  two  payments,
the first of which was received in November 1997.  The final payment was due on
July  31, 1998 and the investment held for resale has been included in accounts
receivable.   As  of  the  date of this filing, the amount due has not yet been
received.  The Company, per  the  terms  of the purchase agreement, is charging
interest  at  the Sterling LIBOR rate (7.50%  at  June  30,  1998)  plus  5.0%.
Although no assurances  can  be  given,  management  expects  this amount to be
received before the end of August 1998.

At  June  30,  1998, the Company had a working capital deficit of  $904,000  as
compared to a working  capital  deficit of $1,051,000 at September 30, 1997, an
increase in working capital of $147,000.   This  increase in working capital is
primarily attributable to an increase in aircraft  held  for  resale  and other
current assets, offset by an increase in the current portion of long term  debt
principally relating to the acquisition of Magec.

In  connection  with  the  acquisition  of  Magec,  the  consideration paid was
17,000,000 Pounds Sterling (equal to $28,288,000) paid in cash.  The funds used
to purchase Magec (including acquisition costs) included bank  financing in the
principal amount of 12,827,000 Pounds Sterling (equal to $21,344,000)  with the
balance of purchase price from debt financing as follows: (i) promissory  notes
(the "December 1999 Notes") in the aggregate principal amount of $1,664,000 due
on  December  23,  1999,  with  interest at 12.0% per annum, issued and sold to
entities which may be deemed affiliates  of  Paul R. Dupee Jr., Chairman of the
Board and a director of the Company;  (ii) a non  interest  bearing loan in the
principal amount of $1,353,000 due on December 23, 1998, pursuant  to an Option
Agreement  entered  into  between  Magec  and  an unrelated party to acquire  a
certain  aircraft  owned  by  Magec,  and (iii) 8.0%  Subordinated  Convertible
Debentures  due  December  31,  2007  in  the  aggregate  principal  amount  of
$5,816,000  (the  "Debentures")  issued  and  sold  to  certain  directors  and
principal  stockholders of the Company, and/or their  affiliates,  as  well  as
other third  parties.   The  Debentures  will be convertible into shares of the
Company's  Common  Stock at the option of the  holder  at  any  time  prior  to
maturity at an initial  conversion  price  of  $1.00 per share (the "Conversion
Price")  once  the Certificate of Incorporation is  modified  to  increase  the
number of authorized  shares  of  Common  Stock.   The Conversion Price will be
subject  to adjustment upon the occurrence of certain  events,  which  include,
among other  things, the issuance of Common Stock or the issuance of securities
convertible into  or  exchangeable  for  shares  of  Common Stock (with certain
exceptions as set forth in the Debentures) at less than the then current market
price of the Common Stock, in which event the Conversion  Price will be reduced
(i) proportionately by the difference between the then current market price and
the offering price if such offering price is greater than the  then  Conversion
Price  or (ii) to equal the offering price if such offering price is less  than
the then  Conversion  Price.   In  addition,  the Company may from time to time
reduce the Conversion Price by any amount for any  period of time if the period
is  at  least 20 days and if the reduction is irrevocable  during  the  period,
provided  that  in no event may the Conversion Price be less than the par value
of a share of Common  Stock.   The Debentures bear interest at the rate of 8.0%
per annum, payable semi-annually  in  arrears  on  the  first  day  of June and
December  of  each  year  with  the  first  such  payment  due on June 1, 1998,
provided,  however, that in lieu of paying such interest in cash,  the  Company
may, at its option, pay interest for any interest payment date occurring before
December 23,  1999  by  adding  the  amount of such interest to the outstanding
principal amount due thereunder (the "PIK  Interest").  In such event, any such
PIK Interest when so added shall be deemed part  of  the principal indebtedness
for  purposes of determining amounts which may be convertible  into  shares  of
Common  Stock.   The  Company  has  exercised  this  option with respect to the
interest payments due June 1, 1998 so such PIK Interest resulting therefrom has
been added and is now deemed part of the principal indebtedness for purposes of
determining amounts which may be convertible into shares of Common Stock.

During  the  quarter  ended  June  30, 1998, the December 1999  Notes  (in  the
principal amount of $1,664,000) were  repaid in full as a result of the sale of
a  certain  aircraft  by  Magec  for  the purchase  price  of  $7,250,000.   In
connection  therewith,  certain  other  bank  indebtedness  in  the  amount  of
$4,998,000 was repaid, and Westbury Properties  Corp.  (which  may be deemed an
affiliate of the company's Chairman of the Board) which entity held  an  option
to  acquire  said  aircraft  for the price of $6,664,000 surrendered its option
over said aircraft in return for  a  sum  equal  to  the difference between the
purchase price ($7,250,000) and the option price ($6,664,000).

     During the quarter ended June 30, 1998 the terms  of  the Option Agreement
between  Magec  and  an  unrelated  party were amended to allow for  a  further
initial advance of $1,500,000 to be followed  by  further  advances  on certain
payment  dates  in accordance with the payment schedule included in the  Option
Agreement.  The further  advances  will  be  utilized  to  repay  certain  bank
borrowings of Lynton Group limited.  The first further advance under the Option
Agreement  of  $1,500,000  was received by Magec in accordance with the revised
terms of the Option Agreement  and  was  immediately  utilized to repay certain
bank borrowings of Lynton Group Limited.

The Company is currently seeking certain debt financing and anticipates seeking
additional equity and/or debt financing during the next  twelve months although
no  assurance  can  be  given  that  any  such  financing will be  successfully
completed.   In connection therewith, the Company  may  effect  such  financing
which may require  an  adjustment  in  the  Conversion  Price of the Debentures
described  above  (as  well  as  requiring  an adjustment in other  outstanding
convertible debentures of the Company) or the Company may voluntarily decide to
reduce the Conversion Price of any such instruments in order to encourage their
conversion.

The  Finova  loans  require compliance with certain  covenants,  financial  and
otherwise, as defined  in  the loan agreements, including maintaining a minimum
consolidated net worth; a minimum earnings, before interest taxes, depreciation
and amortization coverage ratio;  and  a  total liabilities to consolidated net
worth coverage ratio, by both Lynton Jet, as  borrower,  and Lynton Group, Inc.
as guarantor.  At March 31, 1998 Lynton Group, Inc. was in technical default of
its total liabilities to consolidated net worth coverage ratio.   This  default
was  cured, within the period allowed to remedy default under article 7.1.2  of
the loan agreement, as two of the aircraft held in stock at March 31, 1998 were
sold by  April  8,  1998  and  the outstanding associated liabilities repaid in
full.



<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.  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 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

As  previously  reported,  on  December  23, 1997, the Company acquired through
Lynton Group Limited, a wholly-owned subsidiary  of  the  Company,  all  of the
issued and outstanding shares of capital stock of Magec Aviation Limited for  a
purchase  price  of  17,000,000  Pounds  Sterling  paid  in  cash.  The Company
obtained part of the purchase price through the sale of securities,  which were
not  registered  under the Securities Act of 1933, as amended (the "Act").   In
connection therewith,  and as of December 23, 1997, the Company issued and sold
8.0% Subordinated Convertible Debentures due December 31, 2007 in the aggregate
principal  amount  of  $5,816,000  (the  "Debentures")  to  certain  accredited
investors (as defined in Rule 501 under the Act) comprised of certain directors
and principal stockholders  of the Company, and/or their affiliates, as well as
other third parties.  The Debentures  will  be  convertible  into shares of the
Company's  Common  Stock  at  the  option  of the holder at any time  prior  to
maturity  at  an  initial  conversion  price of $1.00  per  share  (subject  to
adjustment  upon the occurrence of certain  events)  once  the  Certificate  of
Incorporation is modified to increase the number of authorized shares of Common
Stock.  No underwriter  was  engaged  in connection with or participated in the
foregoing sale of the Debentures.  Sales  of  Debentures  were made in reliance
upon Section 4(2) and Regulation D of the Act.  (See, also,  Part  I,  Item  2,
Management's Discussion and Analysis).

Item 3. DEFAULTS UPON SENIOR SECURITIES

None (other  than  referred  to in Part I, Item 2, Management's Discussion and
Analysis).

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

None.

Item 5. OTHER INFORMATION

None.



<PAGE>




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
June 30, 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: AUGUST 14, 1998           By:  /S/ CHRISTOPHER TENNANT
                                      Christopher Tennant, President
                                      and Chief Executive Officer


Dated: AUGUST 14, 1998           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 and nine months ended June 30, 1998 and 1997
                                       (Unaudited)
<TABLE>
<CAPTION>
                              Three Months Ended         Nine Months Ended
                                   June 30,                   June 30,
                            ----------------------     ----------------------
                               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)         582,272           -        582,272           -
Assumed conversion of 10%
 Senior Subordinated
 Convertible Debentures (1)    553,297           -        553,297           -
Assumed conversion of 8%
 Subordinated Convertible
 Debentures (1)(2)           4,047,766           -      4,047,766           -
Average shares outstanding
 - Diluted earnings
 per share                  11,578,207   6,394,872     11,578,207   6,394,872

BASIC EARNINGS PER SHARE :
Average shares outstanding   6,394,872   6,394,872      6,394,872   6,394,872
Net income available to
 common shareholders          $603,232    $283,001       $632,376    $729,518
Per share amount                 $0.09       $0.04          $0.10       $0.11

DILUTED EARNINGS PER SHARE :
Average shares outstanding  11,578,207   6,394,872     11,578,207   6,394,872
Net income                    $603,232    $283,001       $632,376    $729,518
Plus effect of dilutive
 securities                    109,564           -        287,282           -
Net income available to
 common shareholders plus
 assumed conversions          $712,796    $283,001       $919,658    $729,518
Per share amount                 $0.06       $0.04          $0.08       $0.11
</TABLE>

(1) Debentures have  an exercise price below the fair value of common stock for
the  three and nine months ended June  30,  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.  Fair market value has been
computed using the weighted average market price  of shares traded in the three
and nine months ended June 30, 1998.
(2) The 8% Convertible Debentures have an exercise price  below the  fair value
of common stock  for  the  three  and  nine  months ended June 30, 1998.  These
Debentures will be convertible into shares of the Company's Common Stock at the
option  of  the  holder at any time prior to maturity at an initial  conversion
price of $1.00 per  share (subject to adjustment upon the occurrence of certain
events) once the Certificate  of  Incorporation  is  modified  to  increase the
number  of  authorized shares of Common Stock.  Although no assurances  can  be
given,  management   is   not  aware  of  any  reasons  that  would  cause  the
aforementioned transaction not to occur.

<PAGE>