SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                              FORM 10-K/A
                           (AMENDMENT NO. 1)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
             For the fiscal year ended September 30, 1998

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                     Commission file number 0-6867

                     LYNTON GROUP, INC.
        (Exact name of Registrant as specified in its charter)

Delaware                                                   13-2688055
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or                                    Identification
organization)                                                 Number)

9 Airport Road
Morristown Municipal Airport
Morristown, New Jersey                                          07960
(Address of principal                                      (Zip Code)
executive offices)

  Registrant's telephone number, including area code:  (973) 292-9000

   Securities registered pursuant to Section 12(b) of the Act:  None
      Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock ($.30 par value)

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [  ]

As of December 31, 1998, the aggregate market value of the Common Stock held by
non-affiliates of the Registrant (1,075,486 shares) was approximately $268,872
(based upon the average bid and asked prices of such stock on December 15,
1998, the most recent date on which bid and ask prices were available). The
number of shares outstanding of the Common Stock ($.30 par value) of the
Registrant as of the close of business on January 12, 1999 was 6,394,872.

               DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>


                           EXPLANATORY NOTE

     Lynton Group, Inc. is filing this Amendment No. 1 on Form 10-K/A to the
Company's  Annual Report on Form 10-K for the fiscal year ended September 30,
1998 solely for the purpose of filing the Part III information.

<PAGE>
                               PART III

Item 10.  Directors and Executive Officers of the Registrant

     Set forth below are the present directors and executive officers of the
Company.  Note that there are no other persons who have been nominated or
chosen to become directors nor are there any other persons who have been chosen
to become executive officers.  Directors are elected to serve until the next
annual meeting of stockholders and until their successors have been elected and
have qualified.  Officers are appointed to serve until the meeting of the Board
of Directors following the next annual meeting of stockholders and until their
successors have been elected and qualified.

                                Present Position            Has Served as
Name                     Age    and Offices                 Director Since

Christopher Tennant      48     President, Chief            1985
                                Executive Officer
                                and Director

Paul R. Dupee, Jr.       55     Chairman of the Board       1996
                                and Director

David Harland            48     Vice President of           1998
                                Business Development,
                                Deputy Chief Executive
                                Officer and Director

Richard Hambro           53     Director                    1989

James G. Niven           53     Director                    1989

Nigel D. Pilkington      47     Director                    1996

Ian J. Borrowdale        59     Vice President of            --
                                International Operations
                                and Chief Operating
                                Officer

Paul A. Boyd             36     Principal Financial          --
                                Officer, Secretary                
                                and Treasurer

     CHRISTOPHER TENNANT has been a Director of the Company since November 1985
and became President and Chief Executive Officer in May 1989 upon the Company's
acquisition of Lynton Group Limited.  From 1985 to 1988, Mr. Tennant also was
the Company's Treasurer and Chief Financial Officer.  For more than the last
five years, Mr. Tennant has served as Managing Director of Lynton Group
Limited, the Company's wholly-owned subsidiary.

     PAUL R. DUPEE, JR. has been a Director of the Company since April 1996 and
was appointed  Chairman of the Board in January 1998. From September 1983 to
November 1996, Mr. Dupee was Vice-Chairman of the Board of Directors and a
Director of  Celtics, Inc., the corporate general partner of Boston Celtics
Limited Partnership which owns and operates the Boston Celtics professional
basketball team of the National Basketball Association.  Mr. Dupee has served
as a director of Maxicare Health Plans, Inc. since 1998.  Since 1986, Mr. Dupee
has been a private investor.

     DAVID HARLAND has been a Director of the Company since January 1998.  In
addition, he has been Vice President of Business Development and Deputy Chief
Executive Officer  since January 1998.  From 1991 through 1997, Mr. Harland was
with Fairway Group PLC ("Fairway Group"), initially as managing director of its
subsidiary, GLS Fairway, and then its Chairman as well as becoming director of
finance and development of Fairway Group.  He also presently serves as a
director of two UK publicly quoted companies, Mayflower Corporation PLC and
Wyefield Group PLC.

     RICHARD HAMBRO has been a Director of the Company since May 1989.  He  was
Chairman of the Board from May 1989 to February 1994 and from January 1997 to
January 1998, and  Co-Chairman from February 1994 to January 1997.  Since 1988,
Mr. Hambro has been an Executive Director of J.O. Hambro & Company Limited, a
London based investment banking firm.  From 1978 to 1986, he was a Director of
Hambros Bank in London.  Mr. Hambro has also served as a Director and Chairman
of Lynton Group Limited since 1982.  He also presently serves as a director of
various other closely held companies and non-U.S. public companies.

     JAMES G. NIVEN has been a Director of the Company since May 1989.  From
February 1994 to January 1997, he was also Co-Chairman of the Board.  Since
1982, he has been a general partner of Pioneer Associates Company, a venture
capital investment company.  He is currently a Senior Vice President of
Sotheby's.   Mr. Niven is a director of Lincoln Snacks Company, Tatham
Offshore, Inc. and HealthPlan Services. He is also a member of the Board of
Managers of Memorial Sloan-Kettering Cancer Center, and a trustee of the Museum
of Modern Art and the National Center for Learning Disabilities, Inc.

     NIGEL D. PILKINGTON has been a Director of the Company since December
1996.  Since 1991, Mr. Pilkington has been an executive director of Consulta
Limited, an investment management organization.  Prior thereto and from 1983 to
1991, he was with CS First Boston Group ("CSFB"), initially as a manager of the
equity division in London and then as managing director of the European equity
sales and trading of CSFB in London.  Mr. Pilkington is also a non-executive
director of Blakeney Management Limited, Oryx Fund Limited and Oryx (India)
Fund Limited.

     IAN J. BORROWDALE has been Vice President of International Operations of
the Company since January 1991 and Chief Operating Officer since May 1995.  Mr.
Borrowdale is a director of European Helicopters Limited and was, from 1987 to
1988, its technical director and, from 1988 to 1990, its Managing Director.
Prior thereto and from 1981 to 1987, Mr. Borrowdale was employed as the
technical director of McAlpines Helicopters Limited, a United Kingdom
helicopter maintenance organization.

     PAUL A. BOYD has been Principal Financial Officer, Secretary and Treasurer
of the Company since January 1997 having been Financial Controller of Lynton
Group Limited, the Company's wholly-owned subsidiary, since March 1994.  Prior
thereto, and from 1989 to 1994, he was employed by Dollar Air Services Limited
as Chief Accountant.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company.  Officers, directors and greater than 10% stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.  To the Company's knowledge, during the fiscal year ended September
30, 1998, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with.

Item 11.  Executive Compensation

     The following summary compensation table sets forth information concerning
the annual and long-term compensation for services in all capacities to the
Company for the fiscal years ended September 30, 1998, 1997 and 1996, of those
persons who were, at September 30, 1998 (i) the chief executive officer and
(ii) the other most highly compensated executive officers of the Company, whose
annual base salary and bonus compensation was in excess of $100,000 (the named
executive officers):

                         Summary Compensation Table

                              Annual                Long-Term
                              Compensation          Compensation

                                                    Awards
Name and Principal    Fiscal                        Options    All Other
Position              Year    Salary      Bonus     (shares)   Compensation

Christopher Tennant   1998    $157,680(1) $56,000   200,000    $60,000(2)
 President and Chief  1997    $149,715(1) $17,500   0          $36,000(2)
 Executive Officer    1996    $144,000(1) $50,000   0          $10,000(3)

David Harland(4)      1998    $156,000    $25,000   500,000    $31,000(3)
 Vice President
 of Business
 Development
 and Deputy Chief
 Executive Officer

Ian J. Borrowdale     1998    $171,565   $22,000    0          $5,930(3)
 Vice President       1997    $157,478   $0         32,000     $5,654(3)
 of International     1996    $143,784   $0         0          $5,423(3)
 Operations and
 Chief Operating
 Officer
______________________

(1)  In addition, Lynton International Limited ("Lynton International"), a
     company wholly-owned by Mr. Tennant, was paid $56,000, $51,000 and $46,000
     during fiscal 1998, 1997 and 1996, respectively, for office space in
     London rented to the Company.  At September 30, 1995,  the Company also
     had a non-interest bearing receivable from Lynton International in the
     amount of $191,308.  This amount was written off in fiscal 1996 pursuant
     to a resolution of the Board of Directors.

(2)  Represents $11,000 and $12,000 for fiscal 1997 and 1998, respectively,
     contributed by the Company under the Company's savings plan and certain
     expenses of Mr. Tennant in the sum of $25,000 and $48,000 for fiscal 1997
     and 1998, respectively, which were paid by the Company.

(3)  Represents amounts contributed by the Company under the Company's savings
     plans.

(4)  Mr. Harland has been Vice President of Business Development and Deputy
     Chief Executive Officer of the Company since January 1998.  He was not
     employed by the Company during fiscal 1996 and 1997.

Stock Options Granted in Fiscal 1998

     The following table sets forth information concerning individual grants of
stock options made during fiscal 1998 to each of the persons named in the
Summary Compensation Table.

                              OPTIONS GRANTED IN FISCAL 1998

                                         PERCENT OF TOTAL
                     NUMBER OF           OPTIONS GRANTED
                     SECURITIES          TO                  EXERCISE OR
                     UNDERLYING OPTIONS  EMPLOYEES IN        BASE PRICE
NAME                 GRANTED             FISCAL YEAR         ($/SH)
Christopher Tennant  200,000             28.6%               $1.00
David Harland        500,000             71.4%               $1.00
Ian J. Borrowdale          -               -                    -


                           Market
                           Price
                           on
                           Date of           Expiration
Name                       Grant             Date
Christopher Tennant        $100,000           2/1/2003
David Harland              $250,000           2/1/2003
Ian J. Borrowdale                 -                  -
__________________________

(1)  Based on the average of the closing bid and asked prices of the Company's
     Common Stock on the most recent date on which bid and asked prices were
     available on or prior to the date of grant.  The actual value, if any, an
     optionee will realize upon exercise of an option will depend on the excess
     of the market value of the Common Stock over the exercise price on the
     date the option is exercised.

Stock Options Exercised in Fiscal 1998;
Fiscal Year-End Values

     The following table set forth certain information as to each exercise of
stock options during the fiscal year ended September 30, 1998 by the persons
named in the Summary Compensation Table and the fiscal year-end value of
unexercised options:

   AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND YEAR-END OPTION VALUE

                                               NUMBER OF SECURITIES   
                     SHARES                   UNDERLYING UNEXERCISED
                     ACQUIRED                   OPTIONS AT 9/30/98
                     ON         VALUE
                     EXERCISE   REALIZED   EXERCISABLE  UNEXERCISABLE

Christopher Tennant    -0-       -0-        840,000       -0-
David Harland          -0-       -0-        -0-           500,000
Ian J. Borrowdale      -0-       -0-        32,000        -0-


                          VALUE OF UNEXERCISED
                          IN-THE-MONEY OPTIONS
                          AT 9/30/98(1)

                          EXERCISABLE    UNEXERCISABLE

Christopher Tennant       $20,000        -0-
David Harland             -0-            -0-
Ian J. Borrowdale         $1,000         -0-


_______________________

(1)  Based on the average of the closing bid and asked prices of the Company's
     Common Stock on the most recent date on which bid and asked prices were
     available on or prior to September 30, 1998. Realizable values are
     reported net of the option exercise price but before any income taxes that
     the executive may have to pay. Actual gains, if any, on stock option
     exercises are dependent on the future performance of the Common Stock as
     well as the option holder's continued employment. The amounts reflected in
     this table may never be obtained.

Compensation of Directors

     Directors of the Company, except its Chairman and other directors who are
employees of the Company, are entitled to an annual fee of $12,000 for service
on the Board. The Company's Chairman is entitled to receive an annual fee of
$100,000 for his services as such.  In the past, directors have been and will
continue to be reimbursed for reasonable expenses incurred on behalf of the
Company.

Employment Contracts

     Christopher Tennant, President and Chief Executive Officer of the Company,
is employed pursuant to an employment agreement expiring in February 2000 at an
annual base salary of $211,000 which includes rent paid to a company which is
wholly-owned by Mr. Tennant for office space rented by the Company.  The term
of the agreement may be extended for an additional eighteen months under
certain circumstances.  Mr. Tennant's salary shall be increased annually based
on cost-of-living adjustments. In addition, the agreement provides for the
payment of bonus compensation in such amounts and at such times as the
Compensation Committee or the Board of Directors of the Company shall, from
time to time, determine.  Such determination including the amount of bonus
compensation, if any, shall be made in the sole discretion of the Compensation
Committee or the Board of Directors of the Company, as the case may be.

Compensation Committee Interlocks and Insider Participation

     In February 1994, the Board of Directors formed a Compensation Committee,
the current members of which are Richard Hambro,  Paul R. Dupee, Jr.  and Nigel
D. Pilkington, each of whom served thereon throughout the fiscal year ended
September 30, 1998.  Since January 1998, Mr. Dupee has been Chairman of the
Board. From February 1994 to January 1997, Mr. Hambro was Co-Chairman of the
Board of Directors, and from January 1997 to January 1998, he was sole
Chairman.  Mr. Hambro received no compensation during fiscal 1998 for service
in such capacity.  See "Compensation of Directors" above for information on
compensation to Mr. Dupee for his services as Chairman.  Prior to February
1994, Mr. Hambro also served as Chairman of the Board from May 1989 to February
1994.  Mr. Pilkington is a non-officer director and is not an employee or
former or current officer of the Company or any of its subsidiaries.  See Part
III, Item 13 for information on certain transactions involving the foregoing
persons.

     During the fiscal year ended September 30, 1998, no executive officer of
the Company served as  a director or a member of the Compensation Committee (or
other board committee performing equivalent functions) of another entity one of
whose executive officers served on the Compensation Committee or the Board of
Directors of the Company.

Stock Option Plan

     In August 1993, the Board of Directors of the Company adopted the 1993
Stock Option Plan (the "1993 Plan") for employees, officers, consultants or
directors of the Company or its subsidiaries to purchase up to 250,000 shares
of Common Stock of the Company.  Stockholder approval was obtained in June
1994.  Options granted under the 1993 Plan may either be "incentive stock
options" as defined in Section 422 of the Internal Revenue Code, or non-
statutory stock options.  Under the terms of the 1993 Plan, participants may
receive options to purchase Common Stock in such amounts and for such prices as
may be established by the Board of Directors or the committee appointed by the
Board, provided, however, that any incentive stock options granted under the
1993 Plan shall be granted at no less than 100% of the fair market value of the
Common Stock of the Company at the time of grant.  As of September 30, 1998,
options to acquire 6,668 shares of Common Stock have been granted under the
1993 Plan and 226,665 options were available for future grant.  During fiscal
1998, options to acquire 16,667 shares expired prior to being exercised.

     In addition to options granted under the 1993 Plan, in August 1997, the
Company granted non-statutory stock options to certain officers and key
employees for a total of 704,000 shares, all of which are immediately
exercisable at $.50 per share.  Additional non-statutory stock options to
acquire 950,000 shares were granted in February 1998, 450,000 of which are
immediately exercisable at a price of $1.00 per share.  The remaining options
to acquire 500,000 shares vest over three years following the first year and
are also exercisable at $1.00 per share.

Savings Plans

     The Company has a voluntary savings plan covering substantially all of its
employees in the United States.  The plan qualifies under Section 401(k) of the
Internal Revenue Code.  Pursuant to the plan, eligible employees may elect to
contribute up to 15% of their salaries to an investment trust.  Effective
October 1, 1990, the Company contributes an amount equal to 100% of the first
4% of employee contributions.  In addition, the Company has a voluntary savings
plan covering eligible employees of its subsidiaries in the United Kingdom
pursuant to which eligible employees may elect to contribute up to 17 1/2% of
their salaries to an investment trust.  The Company contributes an amount equal
to 100% of the first 4% of employee contributions.  During the fiscal year
ended September 30, 1998,  contributions  made  under  such  savings  plans  by
the  Company were  $12,000, $31,000 and $6,000 for Messrs. Tennant, Harland and
Borrowdale, respectively.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 1998, (i) the number of
shares of Common Stock  owned of record or beneficially, or both, and the
percentage of outstanding Common Stock owned by each of the following: (i) each
person who owned of record, or is known by the Company to have beneficially
owned, individually, or with his associates, more than 5% of such shares then
outstanding; (ii) each director of the Company and each executive officer of
the Company; and (iii) all Directors and executive officers as a group.  The
following information does not include any shares which may be issued upon
conversion of the 8.0% Debentures described in Item 13 below.  Except as
otherwise indicated below, each of the persons listed below has sole voting and
investment power with respect to his or her shares.



                               Amount and Nature         Percent
Name of Beneficial Owner       of Beneficial Ownership   of Class

Consulta Smaller Companies
  Fund Limited                  2,148,788(1)             32.3%
Paul R. Dupee, Jr.              1,348,485(2)             21.1%
Task Holdings Limited           1,026,936(3)             16.1%
Brae Group, Inc.                  410,776(4)              6.4%
Christopher Tennant             1,071,132(5)             14.8%
James G. Niven                    431,610(6)              6.7%
Richard Hambro                    342,056(7)              5.3%
Nigel D. Pilkington             2,149,288(8)             32.3%
Ian J. Borrowdale                  78,547(9)              1.2%
Louis Marx, Jr.                   410,776(10)             6.4%
David Harland                     166,666(11)             2.5%
All Executive Officers
and Directors as a Group        5,587,784(12)            72.7%


(1)  Includes 1,898,788 shares held by Consulta Smaller Companies Fund Limited
(formerly, Consulta Special Funds Limited) ("Consulta") and 250,000 shares
which Consulta has the right to acquire within 60 days pursuant to the exercise
of stock options.  The address for Consulta is St. Julian's Avenue, Guernsey,
Channel Islands.
(2)  The address for Paul R. Dupee, Jr. is 10 Wilton Row, London, England.
(3)  The address for Task Holdings Limited is P.O. Box 16, Castletown, Isle of
Man.
(4)  The address for Brae Group, Inc. is 1101 Richmond Avenue, Houston, Texas.
(5)  Includes 220,000 shares held by Christopher Tennant, 11,132 shares held by
     Lynton International Limited, a company organized under the laws of
     England ("Lynton International") and 840,000 shares which Mr. Tennant has
     the right to acquire within 60 days pursuant to the exercise of stock
     options.  Mr. Tennant is the sole shareholder of Lynton International and,
     by virtue of such ownership, Mr. Tennant may be deemed the beneficial
     owner of the shares held by Lynton International.
(6)  Includes 423,276 shares held by Mr. Niven, 5,000 shares owned by a
     foundation for which Mr. Niven serves as a trustee and a director and
     3,334 shares which Mr. Niven has the right to acquire within 60 days
     pursuant to the exercise of stock options. The address for Mr. Niven is
     1334 York Avenue, New York, New York.
(7)  Includes 66,667 shares held by BMB-H Investment Company Limited, a Jersey
     corporation ("BMB-H") which is 25% owned and controlled by J.O. Hambro &
     Company Limited, a corporation organized under the laws of England ("J.O.
     Hambro").  Richard Hambro is an Executive Director of J.O. Hambro and, by
     virtue of such status, may be deemed to be a controlling person of BMB-H
     and beneficial owner of the shares held by BMB-H.  Mr. Hambro disclaims
     beneficial ownership of the shares held by BMB-H.  Also, includes 205,388
     shares held by J.O. Hambro Nominees Limited, 66,667 shares held by J.O.
     Hambro Investment Management Ltd. and 3,334 shares which Mr. Hambro has
     the right to acquire within 60 days pursuant to the exercise of stock
     options.
(8)  Includes 500 shares held by the wife of Mr. Pilkington and 1,898,788
     shares held by Consulta and  250,000 shares which Consulta has the right
     to acquire within 60 days pursuant to the exercise of stock options.  Mr.
     Pilkington is a director of Consulta and may be deemed to have beneficial
     ownership of such shares.  Mr. Pilkington disclaims beneficial ownership
     of the shares held by Consulta except to the extent of his pecuniary
     interest therein.  The address for Mr. Pilkington is 20 St. James's
     Street, London, England.
(9)  Includes 46,547 shares held by Mr. Borrowdale and 32,000 shares which Mr.
     Borrowdale has the right to acquire within 60 days pursuant to the
     exercise of stock options.
(10) Consists of 410,776 shares held by Brae Group, Inc. ("Brae").  Louis Marx,
     Jr. owns the majority of the voting securities of Brae and may therefore
     be deemed to beneficially own the shares held by Brae.  The address for
     Mr. Marx is 667 Madison Avenue, New York, New York.
(11) Consists of 166,666 shares which Mr. Harland has the right to acquire
     within 60 days pursuant to the exercise of stock options.  In addition,
     Mr. Harland has options to acquire an additional 333,334 shares which are
     not exercisable within 60 days.
(12) Includes 1,295,334 shares which present officers and directors have the
     right to acquire within 60 days pursuant to the exercise of stock options.

Item 13.  Certain Relationships and Related Transactions

     During  fiscal 1997, the four holders of all of the then outstanding
shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock")
agreed (effective retroactively to September 30, 1996) to convert all of the
Series C Preferred Stock into an aggregate of 2,053,876 shares of Common Stock.
Two of such holders were James G. Niven, a director of the Company, and J. O.
Hambro Nominees Limited, which may be deemed to be controlled by Richard
Hambro, a director of the Company.

     In addition, in fiscal 1997, two holders (Paul R. Dupee, Jr. and Consulta)
of the Company's 10% Senior Subordinated Convertible Debentures due December
31, 1998 (the "1998 Debentures") agreed to convert the 1998 Debentures held by
them (in the principal amount of $1,065,000) into 3,227,273 shares of Common
Stock (effective retroactively to September 30, 1996).  Paul R. Dupee, Jr. is
Chairman of the Board and a director of the Company.  The shares held by
Consulta may be deemed to be beneficially owned by Nigel D. Pilkington, a
director of the Company.

     See Part III, Item 11 for information on the employment agreement entered
into with Christopher Tennant.

     Pursuant to an oral agreement, the Company rents office space in London
from Lynton International Limited, a company organized under the laws of
England which is wholly-owned by Christopher Tennant, the Company's President,
Chief Executive Officer and a Director.  For  the  year  ended  September 30,
1998, rental  expense  for  this  space  was $56,000.

     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 of Magec Aviation Limited ("Magec").  The consideration
paid was 17,000,000 Pounds Sterling (equal to approximately $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 "8.0% 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. In addition certain other
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).

     In connection with the issuance of the 8.0% Debentures, a significant
majority of the 8.0% Debentures were purchased by certain existing principal
stockholders of the Company as follows: Paul R. Dupee, Jr. who is Chairman of
the Board and a director of the Company, acquired $1,306,240 principal amount
of the 8.0% Debentures; James G. Niven, a director of the Company, acquired
$200,000 principal amount of the 8.0% Debentures; J.O. Hambro Investments Ltd.,
which Richard Hambro, a director of the Company, may be deemed to control,
acquired $299,520 principal amount of the 8.0% Debentures; Task Holdings
Limited acquired $798,720 principal amount of the 8.0% Debentures; and Consulta
acquired $1,938,560 principal amount of the 8.0% Debentures, which in the
aggregate represents approximately 78.0% of the 8.0% Debentures issued.

     The 8.0% 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 "Capitalization Amendment").  See Part II, Item 7
for information on the Preliminary Information Statement filed with the
Securities and Exchange Commission in connection with action proposed to be
taken by written consent of stockholders with respect to certain matters
including the Capitalization Amendment and a reverse stock split of the
Company's Common Stock.  In addition, the 8.0% Debentures are automatically
convertible into shares of the Company's Common Stock upon the date, if any,
that the Company, or any successor, completes a bona fide public offering of
its securities, and the shares of Common Stock of the Company, or any
successor, become listed on the London Stock Exchange.  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 8.0% 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 8.0% Debentures bear
interest at the rate of 8.0% per annum payable semi-annually 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 the 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 and December 1, 1998 so
such PIK Interest resulting therefrom has been added and is now deemed part of
the principal indebtedness for the purposes of determining amounts which may be
convertible into shares of Common Stock.

     There are no material proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than five
percent of any class of voting securities of the Company, or any associate of
any such director, officer, affiliate of the Company, or security holder is a
party adverse to the Company or any if its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries.

                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
its Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.

  
                                     LYNTON GROUP, INC.
                                     (Registrant)



                                    By:/s/Christopher Tennant
                                       Christopher Tennant
                                       President and Chief Executive
                                       Officer


Date: January 29, 1999