UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549

                           FORM 10-Q

        Quarterly Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934
                   For the nine months ended

                       SEPTEMBER 30, 1996

                Commission File Number:  1-6222


            FLIGHTSAFETY INTERNATIONAL, INC.
       (Exact name of registrant as specified in charter)


       New York                                   11-1671001
(State or other jurisdiction  (I.R.S.Employer Identification No.)
 of incorporation or organization)

Marine Air Terminal, LaGuardia Airport
Flushing, New York                                     11371
(Address of principal executive offices)               (Zip Code)

Company's telephone number, including area code:   718-565-4100

Securities registered pursuant to Section 12(b) of the Act:
                                             
                                       Name of each exchange
Title of each class                     on which registered

Common Stock (par value $.10 per share)New York Stock Exchange,  Inc.

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate  by  check mark whether the Company (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 Company was required to file
such   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days.
              Yes       X             No

       As of October 24, 1996, the Company had 30,183,965
            shares of its common stock outstanding.

                FLIGHTSAFETY INTERNATIONAL, INC.

                             INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                            
                                                           Page
                                                          
<S>                                                      <C>
                                                             
                                                          
     Item 1 -  Financial Statements (Unaudited)              
                                                          
                                                             
                                                          
          Consolidated Balance Sheets at September 30,       
          1996 and December 31, 1995                      3 - 4
                                                          
                                                             
           Consolidated Statements of Income,                
           Nine Months Ended September 30, 1996 and 1995    5
                                                          
                                                             
          Consolidated Statements of Income,                 
          Three Mos. Ended September 30, 1996 and 1995      6
                                                             
                                                          
           Consolidated Statements of Cash Flows,            
          Nine Months Ended September 30, 1996 and 1995     7

                                                          
           Notes to Consolidated Financial Statements     8 - 9
           as of September 30, 1996
                                                          
                                                             
                                                          
    Item 2 Management's Discussion and Analysis of           
             Financial Condition and Results of             10
             Operations
                                                          
                                                             
                                                          
PART II - OTHER INFORMATION                                  
                                                             
     Item 4 - Submission of Matters to a Vote of            11
     Security Holders
                                                          
     Item 6 - Exhibits and Reports on Form 8-K              11
                                                          
                                                             
                                                          
SIGNATURES                                                  12
</TABLE>

                          Page 2 of 12

              FLIGHTSAFETY INTERNATIONAL, INC.
                CONSOLIDATED BALANCE SHEETS
                           ASSETS
                        (UNAUDITED)
<TABLE>
<CAPTION>
                                        Sept.30,     Dec. 31,    
<S>                                  <C>           <C>
                                          1996         1995                 
Current assets:                                                  
Cash                                  $  1,715,000  $  6,128,000  
Short-term investments, at cost which                            
approximates market value              159,770,000   194,084,000
Accounts receivable, less allowance                              
for doubtful accounts of $1,429,000                            
($1,481,000 in 1995)                    75,573,000    69,575,000
Inventories                              8,926,000     7,640,000  
Prepaid expenses and other current                               
assets                                   6,041,000    11,482,000
                                                                 
Total current assets                   252,025,000   288,909,000  
                                                                 
Equipment and facilities, at cost      978,679,000   894,308,000  
Less - accumulated depreciation and                              
amortization                          (424,849,000) (384,491,000)
                                                              
                                                                 
                                       553,830,000   509,817,000
                                                                 
Intangible and other assets             54,391,000    45,709,000  
                                                                 
Total assets                           860,246,000   844,435,000  
                                                                 
</TABLE>
                                                                 

See accompanying notes to consolidated financial statements.




                        Page 3 of 12








                FLIGHTSAFETY INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS
              LIABILITIES and SHAREHOLDERS' EQUITY
                           (UNAUDITED)

<TABLE>
<CAPTION>
                                         September   December                   
                                            30,          31,
                                           1996         1995                    
<S>                                      <C>          <C>
                                                                  
Current liabilities:                                              
Current portion of long-term debt      $  1,384,000  $ 1,759,000
Accounts payable and accrued expenses    40,646,000   47,016,000
Dividends payable                         4,829,000    4,311,000  
Income taxes payable                      3,438,000    3,229,000  
Unearned income for contract training    38,047,000   30,265,000
                                                                  
  Total current liabilities              88,344,000   86,580,000  
                                                                  
Long-term debt                           36,894,000   38,054,000  
Deferred income taxes                   111,547,000  111,537,000  
Other liabilities                         4,431,000    5,263,000  
                                                                  
  Total liabilities                     241,216,000  241,434,000  
                                                                  
Shareholders' equity:                                             
Common stock - par value $.10 per                                 
share
Authorized - 100,000,000  shares                                  
Issued and outstanding 30,183,683                                 
shares (30,792,681 in 1995)               3,018,000    3,079,000
Capital in excess of par value           40,633,000   37,092,000  
   Retained earnings                    577,187,000  564,549,000  
                                                                  
                                        620,838,000  604,720,000
                                                                
Less - restricted stock compensation     (1,808,000)  (1,719,000)
                                                                  
   Total shareholders' equity           619,030,000  603,001,000
                                                                  
 Total liabilities and shareholders'                            
 equity                                $860,246,000 $844,435,000
                                                              
</TABLE>
                                                                  
See accompanying notes to consolidated financial statements.

                          Page 4 of 12


                FLIGHTSAFETY INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF INCOME
                          (UNAUDITED)


<TABLE>
<CAPTION>
                                  Nine Months Ended Sept. 30          
                                                                   
                                      1996            1995*
<S>                              <C>             <C>
                                                                
Revenues                          $266,979,000    $234,688,000
                                                           
                                                                
Costs and expenses:                                             
Salaries and wages                  66,544,000      57,368,000  
Depreciation and amortization       39,714,000      37,037,000  
Operating expenses                  35,398,000      22,437,000  
General and administrative          25,235,000      22,694,000  
Cost and expenses of product                                    
sales                               13,925,000      12,068,000
                                                                
                                   180,816,000     151,604,000
                                                                
Income from operations              86,163,000      83,084,000  
Other income (expense):                                         
Interest and other income           10,821,000      10,062,000  
Interest expense                    (2,345,000)     (2,210,000)
                                                                
Income before income taxes          94,639,000      90,936,000
Income taxes                        33,584,000      30,504,000  
                                                                
Net income for the period         $ 61,055,000    $ 60,432,000
                                                                
Net income per share              $       2.00    $       1.93
                                                                
Average shares outstanding          30,543,897      31,290,479  

</TABLE>

See accompanying notes to consolidated financial statements.

*Reclassified to conform to 1996 presentation.

                          Page 5 of 12

                FLIGHTSAFETY INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF INCOME
                          (UNAUDITED)

<TABLE>
<CAPTION>
                                     Three Months Ended
                                     September 30,   
                                                               
                                       1996           1995*
<S>                               <C>               <C>
                                                               
Revenues                           $87,078,000       $77,463,000            

Costs and Expenses:                                           
 Salaries and wages                 23,021,000        19,984,000
 Depreciation and amortization      13,328,000        12,607,000
 Operating expenses                 10,117,000         7,520,000
 General and administrative          9,461,000         7,827,000 
 Cost and expenses of product                                  
 sales                               4,755,000         2,684,000
                                                               
                                    60,682,000        50,622,000               0
                                                               
Income from operations              26,396,000        26,841,000               0
Other income (expense):                                       
 Interest and other income           3,625,000         3,503,000 
 Interest expense                     (834,000)         (731,000)
                                                               
Income before income taxes          29,187,000        29,613,000
Income taxes                        10,288,000        10,258,000
                                                               
Net income for the period          $18,899,000       $19,355,000
                                                               
 Net income per share              $      .62        $       .62
                                                               
 Average shares outstanding         30,353,539        31,218,890

</TABLE>


See accompanying notes to consolidated financial statements.

*Reclassified to conform to 1996 presentation.




                          Page 6 of 12

                   FLIGHTSAFETY INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)
<TABLE>
<CAPTION>
                                            Nine Months Ended
                                            September 30,
                                                                          

<S>                                       <C>            <C>
                                             1996         1995
Increase (decrease) in cash                                    
 Cash flows from operating activities:
   Net income                             $61,055,000    $60,432,000
   Items in net income not using cash:                            
   Depreciation and amortization           39,714,000     37,037,000
   Provision for losses on accounts                               
   receivable                                 415,000        326,000
   Deferred income taxes                    1,363,000      2,611,000  
   Increase in cash surrender value of                            
   corporate-owned life insurance          (2,287,000)    (1,140,000)
   Other, net                                 (51,000)       423,000  
Changes in working capital other                               
   than cash:
   (Increase) in accounts receivable       (6,413,000)      (527,000)
   (Increase) decrease in inventories      (1,286,000)     7,776,000       
   (Decrease in prepaid expenses and                               
   other current assets                     5,441,000      2,607,000
   (Decrease) increase in accounts                                
   payable and accrued expenses            (6,370,000)     5,738,000
   Increase in dividends payable              518,000        571,000  
   Increase (decrease) in income taxes                            
   payable                                    209,000     (3,650,000)
   Increase in unearned income              7,782,000      4,500,000  
                                                                  
Net cash provided by operating                                 
   activities                             100,090,000    116,704,000
Cash flows from investing activities:
   Capital expenditures                   (84,447,000)   (60,091,000)
   Decrease (increase) in short-term                              
   investments                             34,314,000    (21,599,000)
   Decrease in cash surrender value of                            
   corporate-owned life insurance           7,437,000               
   Corporate-owned life insurance                                 
   premiums paid                           (3,473,000)    (2,703,000)
   Other, net                              (2,282,000)     2,878,000  
                                                  
Net cash used in investing                (48,451,000)   (81,515,000)
    activities                                                          
                                                                  
Cash flows from financing activities:
   Repayment of long-term debt             (1,160,000)    (1,409,000)
   Repurchase of common stock             (35,107,000)   (23,728,000)
   Cash dividends                         (13,380,000)   (11,847,000)
   (Decrease) increase in long-term                               
   borrowings against cash surrender                            
   value of corporate-owned life                                
   insurance                               (8,370,000)     2,622,000
   Exercise of stock options                3,318,000      2,501,000  
   Reversal of tax benefits from tax                              
   leases                                  (1,353,000)    (1,269,000)
                                                                  
Net cash used in financing                (56,052,000)   (33,130,000)
   activities
Net (decrease) increase in cash            (4,413,000)     2,059,000
   Cash at beginning of period              6,128,000      2,062,000  
                                                                  
Cash at end of period                    $  1,715,000    $ 4,121,000
</TABLE>
                          Page 7 of 12

                FLIGHTSAFETY INTERNATIONAL, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       September 30, 1996

                          (UNAUDITED)

1)   These  financial  statements,  which  should  be  read    in
     conjunction  with  the  financial  statements  included   in
     FlightSafety   International,  Inc.'s   Annual   Report   to
     Shareholders  for  1995,  are  unaudited  but  include   all
     adjustments  of a normal recurring nature that  the  Company
     considers  necessary for a fair presentation of the  results
     for  the periods presented.  Results for interim periods are
     not necessarily indicative of results for a full year.

<TABLE>
<CAPTION>
  <S>                                 <C>            <C>
                                                               
   2)   Debt consists of:              September       December    
                                           30,            31,
                                          1996           1995
                                                               
        Industrial development                                 
        obligations and other           $38,278,000   $39,813,000
        and debt due 1996-2012
                                                               
        Less - current portion           (1,384,000)   (1,759,000)
                                                               
                                        $36,894,000   $38,054,000
</TABLE>

     The   Company's  industrial  development  obligations   have
     variable interest rates between 2.5 and 5.7 percent.

     The   interest   capitalized   on   major   equipment
     acquisitions  for the nine months ended September  30,  1996
     was $1,137,000 ($1,353,000  in 1995).

3)   The  changes  in the Company's shareholders' equity  account
     balances in the current period were as follows:

<TABLE>
<CAPTION>
                                                                
                                       Capital in                 
                           Common      Excess of      Retained
                            Stock      Par Value      Earnings
     <S>                 <C>           <C>           <C>
                                                               
     Balance at                                                 
     December 31, 1995    $3,079,000    $37,092,000   $564,549,000
                                                
     Net income for the                                 61,055,000  
     period
                                                                
     Exercise of                                                
     options and                                 
     restricted stock                            
     issued pursuant to        9,000      3,541,000
     employee stock
     plans
                                                                
     Repurchase of                                               
     common stock            (70,000)                  (35,037,000)
                                                                
     Dividends declared                                          
     ($.44 per share)                                  (13,380,000)
                                                                
                                                                
     Balance at                                               
     September 30, 1996   $3,018,000     $40,633,000  $577,187,000
                              
</TABLE>
                         
                              Page 8 of 12
     
     On  September  12,  1995 the Company's  Board  of  Directors
     authorized the repurchase of an additional 4,000,000  shares
     of  the Company's outstanding common stock.  The Company  is
     now  authorized  to  repurchase  8,000,000  shares.   As  of
     September  30,  1996, 4,625,800 shares had been  repurchased
     and  subsequently  retired.  At its September  meeting,  the
     Company's  Board  of Directors declared a regular  quarterly
     cash dividend of sixteen cents per share on its common stock
     payable  November  6,  1996  to shareholders  of  record  on
     October 15, 1996.
                                                                
                                                                
                     Page 9 of 12
                FLIGHTSAFETY INTERNATIONAL, INC.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF

         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Financial Condition

In  the  first nine months of 1996, $100.1 million  of  cash  was
provided  by  operations  and $34.3 million  was  provided  by  a
reduction  in short-term investments.  Cash was principally  used
for  the  purchase of additional equipment and facilities  ($84.4
million),  repurchase  of shares of the  Company's  common  stock
($35.1 million) and payment of dividends ($13.4 million).

Capital  expenditures,  which  are primarily  revenue  generating
assets such as simulators, are expected to exceed $105 million in
1996.   In  September 1995, the Board of Directors increased  the
shares  authorized for the stock repurchase program to  8,000,000
shares   from  4,000,000  shares.   There  were  697,100   shares
repurchased under the program in the first nine months  of  1996.
The  Company has repurchased and retired 4,625,800 shares  as  of
September 30, 1996.   The Company expects to principally fund its
capital expenditures from cash provided by operations.

Accounts  receivable increased by $6.0 million, or nine  percent,
primarily due to an increase in amounts billed in the first  nine
months of 1996 as compared to the 1995 nine month period.

Results of Operations

Revenues for the nine and three month periods ended September 30,
1996 increased by $32.3 million, or 14 percent, and $9.6 million,
or  12  percent,  respectively, compared to the same  periods  in
1995.   Increases in training revenues for the 1996 periods  were
experienced  in most areas of the Company's training  operations.
Training  revenue increased by $30.1 million, or 14  percent  and
$7.8 million, or 11 percent, respectively, for the nine and three
month periods ended September 30, 1996.  The nine and three month
training  revenue increases include approximately  $12.8  million
and  $1.5 million, respectively, from an increase in a U. S.  Air
Force  contract. The three month training revenues were adversely
affected in part by reduced training at the Company's Atlanta and
Savannah  learning centers due to their proximity to  the  Summer
Olympics  and  reduced  new hire pilot training.   Product  sales
increased by $2.2 million, or 14 percent, and $1.9 million, or 44
percent, respectively, for the nine and three month periods ended
September  30,  1996  over the comparable  1995  periods  due  to
additional equipment being produced for unaffiliated customers.

Total  expenses  for  the nine months ended  September  30,  1996
increased  by  $29.2 million, or 19 percent.   Salary  and  wages
increased  by  $9.2  million, or 16  percent,  due  to  personnel
additions  and  salary increases. Depreciation  and  amortization
increased by $2.7 million, or seven percent, due to the  addition
of new simulators since the first nine months of 1995.  Operating
expenses increased by $13.0 million, or 58 percent, primarily due
to  increases  in  subcontractor  expenses  associated  with  the
increase in the U. S. Air Force contract previously referred  to,
and  increases in training supplies and facility costs.   General
and  administrative  expenses increased by $2.5  million,  or  11
percent,  primarily  due to increases in  professional  fees  and
overall increases in general and administrative costs.  Cost  and
expenses  of product sales increased due to additional  equipment
sales to unaffiliated customers.

Income  taxes  for  the  nine months  ended  September  30,  1996
increased  by $3.1 million, as compared to the 1995  period,  and
was  virtually  unchanged for the three month comparable  periods
ended September 30, 1996 and 1995.  Income taxes, as a percentage
of  pre-tax income for the nine months ended September  30,  1996
increased to 35.5 percent in 1996 from 33.5 percent for the  same
period  in 1995, and increased to 35.2 percent from 34.6  percent
for  the  three month periods ended September 30, 1996 and  1995,
respectively.   The higher effective income tax  rates  were  due
principally  to  income tax refunds received in  the  first  nine
months  of  1995  related to prior years and a  decrease  in  tax
advantaged income as a percentage of pre-tax income.

                         Page 10 of 12

             PART II - OTHER INFORMATION



Item 4.   Submission of Matters to a Vote of Security Holders.

      None.




Item 6.   Exhibits and Reports on Form 8-K.

      On  October 16, 1996, the Company filed a Current Report on
      Form  8-K with the Securities and Exchange Commission  (the
      "Commission")   reporting  that  the   Company,   Berkshire
      Hathaway Inc. ("Berkshire") and N. Y. Acquisition Sub  Inc.
      had entered into an Agreement and Plan of Merger, dated  as
      of  October  14,  1996,  pursuant to which  Berkshire  will
      acquire   the   Company,  subject  to   approval   by   the
      shareholders  of  the  Company  and  the  satisfaction   of
      certain other customary conditions.

      Exhibit 1  -   Agreement and Plan of Merger,  dated  as  of
               October     14,     1996,    among    FlightSafety
               International, Inc., Berkshire Hathaway  Inc.  and
               NY Acquisition Sub Inc. (incorporated by reference
               to  the  Current Report on Form 8-K filed  by  the
               Company with the Commission on October 16, 1996).

      Exhibit 2   -    Joint   Press   Release  of   FlightSafety
               International,  Inc. and Berkshire  Hathaway  Inc.
               issued   on   October  15,  1996  announcing   the
               execution  of  the Agreement and  Plan  of  Merger
               (incorporated  by reference to the Current  Report
               on   Form  8-K  filed  by  the  Company  with  the
               Commission on October 16, 1996).

      Exhibit 3  -   Letter, dated as of October 14, 1996,  among
               Mr.  Albert  L. Ueltschi, Berkshire Hathaway  Inc.
               and  NY  Acquisition  Sub  Inc.  (incorporated  by
               reference to the Current Report on Form 8-K  filed
               by  the Company with the Commission on October 16,
               1996).

                    Page 11 of 12

                      SIGNATURES



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

FLIGHTSAFETY INTERNATIONAL, INC.



Date: November 6, 1996                s/A.L. UELTSCHI
                                      President



Date: November 6, 1996                s/K. W. MOTSCHWILLER
                                      Vice President/Treasurer


                    Page 12 of 12