SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                FORM 10-K

           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the fiscal year ended SEPTEMBER 30, 1996

         [ ]  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 of                          (I.R.S. Employer
  incorporation or organization)                        Identification Number)
          9 AIRPORT ROAD
    MORRISTOWN MUNICIPAL AIRPORT                               07960
      MORRISTOWN, NEW JERSEY                                 (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code: (201) 292-9000

       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 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 20, 1996, the aggregate market value of the Common Stock held by
non-affiliates of the Registrant (1,126,140  shares) was approximately $387,111
(based upon the average bid and asked prices of such stock on October 20, 1995,
the most recent date on which bid and ask prices were available). The number of
shares outstanding of the Common Stock ($.30 par value) of the Registrant as of
the close of business on December 20, 1996 was 6,394,872.

                   DOCUMENTS INCORPORATED BY REFERENCE
Portions  of the definitive proxy statement for  the  1997  Annual  Meeting  of
Stockholders are incorporated by reference into Part III hereof.
<PAGE>
                                    PART I

ITEM 1. BUSINESS

      (a)  General Development of Business

      Unless  otherwise  indicated  by  the  context,  the  terms  "Company" or
"Registrant" refer to Lynton Group, Inc. and its consolidated subsidiaries.

      The Company, operating from its primary bases in the New York  and London
metropolitan regions, performs aviation sales and services for an international
list  of  customers.   Services provided by the Company include the management,
charter, maintenance, hangarage  and  refueling  of  corporate  helicopters and
fixed  wing  aircraft.  In  addition,  the  Company's sales operations  perform
aircraft  sales  and  brokerage  services  to  customers   located  in  markets
throughout the world.

      Lynton  Group, Inc. was incorporated in the State of Delaware  in  August
1971 under the  name  of Decair Corporation.  In June 1989, the Company changed
its name to Lynton Group,  Inc.   Prior  to  May 1989, the Company's operations
consisted  primarily  of  performing  helicopter  maintenance,  management  and
charter services through its subsidiaries Ramapo Helicopters,  Inc.  ("Ramapo")
and  Rockland  Aviation,  Inc.  (later  renamed  Lynton  Aviation Charter, Inc.
("Lynton Aviation Charter") and now known as LynStar Aviation, Inc.).

      In May 1989, the Company acquired (the "Limited Acquisition")  all of the
issued  and  outstanding  shares  of  Lynton Group Limited, a company organized
under the laws of England ("Limited").  Limited, a London based company founded
in  1984,  is  currently  a holding company  with  two  wholly-owned  operating
subsidiaries, Lynton Aviation  Limited  ("Aviation  Limited"),  a  wholly-owned
subsidiary  at  the  time  of the Limited Acquisition, and European Helicopters
Limited ("EHL"), a 40% owned  affiliate at the time of the Limited Acquisition,
each a company organized under  the  laws  of  England.   In  August  1990, the
Company acquired (the "EHL Acquisition") the remaining 60% of the capital stock
of  EHL.   Aviation  Limited is primarily involved in the sale, management  and
charter of corporate helicopters and fixed wing aircraft while EHL is primarily
involved in the rebuilding, sale and maintenance of corporate helicopters.

      Simultaneous with  the  consummation  of  the EHL Acquisition, Lynton Jet
Centre, Inc. ("Lynton Jet Centre"), a wholly-owned  subsidiary  of  the Company
incorporated in April 1990 under the laws of the State of New Jersey,  acquired
substantially  all  of  the assets of the Linpro Jet Centre (the "Jet Centre"),
including its ground lease  on  a  hangar  facility  located  at the Morristown
Municipal Airport, Morristown, New Jersey (the "Jet Centre Acquisition").   The
Jet  Centre  is  a fixed base operation of approximately 132,000 square feet of
hangar and office  space,  and  provides  hangarage  and  fueling  services  to
corporate  helicopters  and  fixed  wing  aircraft  at the Morristown Municipal
Airport.  Following the acquisition, the Jet Centre was  renamed the Lynton Jet
Centre.

      In  August  1990,  the  Company  incorporated a wholly-owned  subsidiary,
Lynton Aviation, Inc., a New Jersey corporation  ("Lynton  Aviation"),  and  in
April  1992,  incorporated a wholly-owned subsidiary, Lynton Aviation Services,
Inc., a New Jersey corporation ("Lynton Services"), to provide aviation charter
and  management   services   and  corporate  aircraft  sales  services  through
operations based at the Jet Centre.

      In July 1992, the Company sold its interest in Lynton Aviation Charter to
LynStar Holdings, Inc., a New  Jersey  corporation  which  is  20% owned by the
Company and formed for the purpose of effecting the acquisition  of  all of the
shares  of  capital stock of Lynton Aviation Charter.  Thereafter, and also  in
July 1992, Lynton Aviation Charter changed its name to LynStar Aviation, Inc.

      In January  1994, the Company acquired (the "Dollar Air Acquisition") all
of the issued and outstanding  shares of Dollar Air Services Limited, a company
organized under the laws of England  ("Dollar  Air"). At the time of the Dollar
Air  Acquisition,  Dollar  Air  owned  a  75%  equity interest  in  Black  Isle
Helicopters Limited, a company organized under the  laws  of  Scotland  ("Black
Isle"). In September 1994, the remaining 25% of Black Isle's capital stock  was
acquired by the Company.

<PAGE>
      In  March  1994,  the Company incorporated Lynton Properties, Inc., a New
Jersey corporation and a  special purpose wholly-owned subsidiary of Lynton Jet
Centre ("Lynton Properties"), in order to effect a leasehold mortgage financing
transaction.

      In August 1995, substantially all the business, assets and liabilities of
Dollar Air and Black Isle were  transferred  to  a  newly  formed  company, PLM
Dollar  Group Limited ("PDG"), a company organized under the laws of  Scotland,
in exchange  for  50%  of  the  capital  stock  of PDG. Simultaneously with the
consummation of the transaction, substantially all  of the business, assets and
liabilities of P.L.M. Helicopters Limited ("PLM") were  transferred  to PDG and
the  shareholders of PLM were issued the remaining 50% of the capital stock  of
PDG. PDG  operates  a  fleet of 13 helicopters from bases primarily in Scotland
and  England, and provides  helicopter  support  services  for  industrial  and
utility applications in the United Kingdom. Although no assurance can be given,
the Company  intends  to  dispose of its interest in PDG as soon as practicable
(see Part II Item 7).

      (b) Financial Information About Industry Segments

      The Company primarily operates in one industry segment, i.e. aviation and
aviation related services.

      (c) Narrative Description of Business

FLIGHT OPERATIONS

      In the United Kingdom,  the  Company  through  Aviation Limited, performs
charter  and  management  services  for corporate helicopters  and  fixed  wing
aircraft.  A typical management contract  will  require the Company to staff an
aircraft  with  a  crew  and arrange for maintenance  of  the  aircraft  for  a
management fee.  The Company in turn charters the aircraft to outside customers
and pays to the owner of the  aircraft  a  percentage of the revenues received.
The Company currently operates 8 helicopters  and  3  fixed wing aircraft under
such  arrangements.   Contracts  for  management and general  services  may  be
canceled on a short-term basis. Management believes that the loss of any single
management contract or charter customer  in the United Kingdom would not have a
material effect on the Company.

      Also in the United Kingdom, PDG, which  is  50%  owned  by  the  Company,
performs  helicopter  support  services  for  the  construction,  fish farming,
forestry, mining and oil industries and for various utilities.  These  services
are primarily provided to companies under short and medium term contracts.  PDG
currently  owns  8  aircraft  and has an additional 5 aircraft under short term
lease arrangements.

      In the United States, the  Company  performs aircraft management services
through  its  subsidiaries  Lynton  Jet  Centre,  Lynton  Services  and  Lynton
Aviation.

MAINTENANCE OPERATIONS

      The Company operates two helicopter  maintenance  facilities  through its
subsidiaries EHL, located in Denham, Middlesex, outside of London, England  and
Ramapo,  located  at Morristown Municipal Airport, Morristown, New Jersey.  The
principal maintenance  activities  consist  of  routine  and  major  helicopter
maintenance, component overhaul, and aircraft parts sales.

      EHL  is  one  of  a few facilities in the United Kingdom licensed by  the
Civil Aviation Authority  ("CAA")  as  a  Repair  Station entitled to maintain,
overhaul and repair helicopters.  EHL's maintenance  operations  are  based  in
part  on  a certificate from Eurocopter Corporation for helicopters produced by
it.   These  certificates  are  of  indefinite  duration  but  are  subject  to
cancellation,  suspension  or  revocation if, in the case of the manufacturer's
certificate,  EHL  fails to provide  satisfactory  maintenance  facilities  and
levels of service or,  in  the  case  of the CAA certificate, EHL fails to meet
Joint  Airworthiness  Requirements  as  mandated  by  the  Joint  Airworthiness
Authorities  of  the  European Community and  administered  by  the  CAA.   EHL
currently meets all requirements  for  both  the  CAA  and  the  manufacturer's
certificates.  Management  believes  that  the  loss  of  any  of the foregoing
certificates or licenses could have a material effect on the Company.

<PAGE>
      Ramapo is one of numerous facilities in the United States licensed by the
Federal  Aviation  Administration  ("FAA")  as  a  Repair  Station entitled  to
maintain, overhaul and repair all helicopter models with a gross  weight  under
12,500 pounds.  Ramapo's maintenance operation is based in part on certificates
from  Bell  Helicopter/Textron  which  cover  most  Bell  model helicopters and
certificates  from  American  Eurocopter Corporation for the AS350,  AS355  and
AS365 Series helicopters.  These  certificates  are  of indefinite duration but
are subject to cancellation, suspension or revocation  if,  in  the case of the
manufacturers'  certificate,  Ramapo fails to provide satisfactory  maintenance
facilities and levels of service or, in the case of the FAA certificate, Ramapo
fails to meet FAA maintenance and  employment  requirements.   Ramapo currently
meets  all  requirements  for  both  the  FAA  and manufacturers' certificates.
Management  believes  that  the loss of any of the  foregoing  certificates  or
licenses would not have a material effect on the Company.

      The Company currently services and maintains approximately 17 helicopters
and 3 fixed wing aircraft for  individuals and corporations in the New York and
London regions.  Management believes  that  the  loss of any single maintenance
customer would not have a material effect on the Company.

AIRCRAFT SALES OPERATIONS

      The  Company,  through  both  its  United  States   and   United  Kingdom
subsidiaries, performs sales and brokerage services related to the purchase and
sale of corporate helicopters and fixed wing aircraft between owners and buyers
of  such  aircraft  located  throughout the world.  The Company will  generally
receive a fixed commission or  a  percentage of the amount of such transactions
from  the buyer and/or seller of the  aircraft.   The  Company  also  purchases
aircraft  for  resale in instances where it believes the aircraft may be resold
at a profit.  For  aircraft  sales  transactions  in  which the Company acts as
principal, the Company records the full sales price of  the aircraft as revenue
and  the  cost  of  the aircraft as a charge to direct costs,  resulting  in  a
relatively low gross margin percentage.  In other transactions, the Company may
act strictly as a broker  and  record  as revenue only the commissions on these
sales  transactions,  generating a relatively  high  gross  margin  percentage.
Consequently, the performance  of  these  operations  can best be gauged by the
gross margins achieved for each period.  Gross margins  generated  by  aircraft
sales operations have a material impact on the operating results of the Company
and have historically varied significantly from period to period.  The level of
aircraft  sales transactions is, to a significant degree, reflective of overall
economic conditions.

FIXED BASE OPERATIONS

      The Company  through  Lynton Jet Centre and Lynton Properties, is engaged
in the operation of an aviation  fixed base operation ("FBO") at the Morristown
Municipal Airport, Morristown, New  Jersey.   Services  performed  at  the  FBO
consist  of  the  hangarage  and  refueling  of  aircraft operated primarily by
corporate  flight departments located in the New York/New  Jersey  metropolitan
area, as well as refueling of transient customers stopping at the airport.  The
facility has  thirteen  tenants with non-cancelable operating leases with terms
remaining ranging from one  to  eleven  years.  (see Note 9 to the Consolidated
Financial Statements annexed hereto for information  on  the lease arrangements
between  the  Company  and  Hanson  North America, Inc. and Millennium  America
Holdings, Inc.).  The loss of either  of  the  largest two tenants (with leases
which expire in February 2006 and June 1999 for  the largest and second largest
tenant, respectively) could have a material effect on the Company.

      The Company through Ramapo, operates an additional  FBO business out of a
hangar/office  facility  also  located  at  the  Morristown Municipal  Airport,
Morristown, New Jersey. Services performed are similar to those provided at the
Jet Centre. The facility has thirteen tenants of which five have non-cancelable
operating leases with three year terms.  The remaining  tenants rent on a month
to  month  basis. In addition, Ramapo conducts its maintenance  operation  from
this facility.

COMPETITION

      The Company generally experiences significant competition in all areas of
its business from a number of domestic and international competitors.

<PAGE>
      The Company  competes  both  in the United States and United Kingdom with
numerous other organizations which perform  similar  services  related  to  the
management,  charter,  and  sales  of  corporate  helicopters  and  fixed  wing
aircraft,  some  of which are larger than the Company in terms of the number of
aircraft under management  and  some  of which have greater financial resources
than those of the Company.  Competition in the industry is principally affected
by  quality  of  service  and  price.   The Company  has,  in  the  opinion  of
management, maintained a reputation for excellent  service  in  the management,
charter,  and  sales  of  aircraft and has remained price competitive  for  the
comparative level of service.

      The Company's maintenance  operations  in  the  United  States and United
Kingdom each compete with several other maintenance organizations  within their
geographic   regions,   ranging  from  small  sole  proprietorships  to  larger
facilities, several of which  are  as large or larger than the Company in terms
of the number of helicopters under maintenance,  several  of which have greater
financial resources than those of the Company, and most of  which  compete with
the  Company  in its major services.  In addition, the manufacturers themselves
and certain corporate aircraft owners operate their own maintenance facilities.
Competition in  the industry is principally based upon price and the quality of
the services provided.   The  Company has remained price competitive and in the
opinion of management has historically  maintained  a reputation for excellence
in its maintenance work.

      The  Company's  FBO  operation  competes  one  other  FBO  at  Morristown
Municipal Airport, Morristown, New Jersey, as well as numerous FBO's located at
several   airports   within  the  New  York/New  Jersey  metropolitan   region.
Competition consists primarily  of  obtaining  tenants  for  the  facility  and
attracting  transient  customers  to  use the facility primarily for refueling.
Many of the Company's competitors are as  large  or larger than the Company and
several  have  financial  resources  as  great  or greater  than  the  Company.
Competition in the industry is principally based  upon price and the quality of
accommodation  and  service at the facility.  The Company  has  remained  price
competitive with the  other  FBO's  in  the  area  and  has,  in the opinion of
management, maintained a level of accommodation and service that  is as good or
better than its competitors.

BACKLOG

      The  Company,  through  Aviation  Limited  and  EHL,  have  entered  into
contracts  to  provide  certain  aviation  support services to customers.  Such
contracts expire at various dates in fiscal  1997  and  have  provisions  which
allow for early termination on a short-term basis.

      A  portion  of   Lynton  Jet  Centre's,  Lynton  Properties' and Ramapo's
operating revenue is obtained from tenants through rental payments provided for
under  non-cancelable  operating  leases.   The  leases typically  provide  for
guaranteed minimum rentals and other charges to cover  certain  operating costs
in excess of base amounts.

      The  following  is a schedule of minimum future rentals on non-cancelable
operating leases, including the lease agreement with Hanson North America, Inc.
and  Millennium  America  Holdings,  Inc.  as  referenced  in  Note  9  to  the
Consolidated Financial  Statements,  as  of  September  30,  1996 (thousands of
dollars):

<TABLE>
<CAPTION>
<S>                             <C>
1997                              $3,314
1998                               2,785
1999                               2,128
2000                               1,468
2001                               1,414
Thereafter                         4,503
Total                            $15,612
</TABLE>

GOVERNMENT REGULATION

      The  Company  is  subject  to  the  jurisdiction of the FAA in the United
States  and  the  CAA in the United Kingdom related  to  its  authorization  to
operate aircraft maintenance  facilities  and to operate as an air carrier.  No
assurance  can  be  given  that  the authorizations  mentioned  above  will  be
maintained in the future.  Management  believes  that  the  loss  of  the above
mentioned  authorization in the United States would not have a material  effect

<PAGE>
on the Company while the loss of any of the United Kingdom authorizations could
have a material effect on the Company.

HAZARDS AND INSURANCE

      The  operation   of  helicopters  and  fixed  wing  aircraft  involves  a
substantial level of risk.   Hazards such as aircraft accidents, collisions and
fire are inherent in the providing  of  aviation  services  and  may  result in
losses of life, equipment and revenues.

      The  Company  maintains  insurance  of  types  customary  to the aviation
services industry and in amounts deemed adequate by the Company to  protect the
Company and its property.  These policies include aircraft liability,  aviation
spares/equipment,   all   risks,   hull,  products  liability,  hangar  keepers
liability, property and casualty, automobile  and  workers'  compensation.  The
Company has not experienced significant difficulty in obtaining  insurance  and
has  not  incurred  any  insured losses in excess of its property and liability
coverage.  While the Company  believes  that its insurance coverage is adequate
for its operations, there can be no assurance  that  such insurance coverage is
now, or will be, adequate to cover any claims to which  it  may  be  subject or
that  such  levels  of  insurance  may  be  obtained at comparable rates in the
future.

PERSONNEL

      In  addition  to  its  principal  officers,  the  Company  presently  has
approximately 40 employees in the United  States and approximately 50 employees
in the United Kingdom, consisting principally  of  managers, pilots, mechanics,
aviation services personnel and administrative staff  and  which  are primarily
employed on a full-time basis.

ITEM 2. PROPERTIES

      The  Company  operates  the  Jet  Centre  business  out  of the Company's
hangar/office  facility  of  approximately  132,000 square feet, owned  by  the
Company, located at the Morristown Municipal  Airport,  Morristown, New Jersey,
on a site leased pursuant to a ground lease with an initial  term  expiring  on
December  31,  2010  and  with options to extend the term of the lease for five
additional terms of five years  each.   The rental payments due under the lease
are generally based upon increases in the consumer price index through the year
2020 and based upon fair market value thereafter.   The  Company  maintains its
executive offices at the Jet Centre facility.

      The  Company  also leases an additional facility of approximately  36,000
square feet at the Morristown  Municipal  Airport, Morristown, New Jersey, with
an  initial term expiring on May 31, 1998, with  an  option  to  renew  for  an
additional  three  years.  Ramapo  conducts its maintenance operation from this
facility.

      The Company operates Aviation Limited and EHL principally out of a hangar
facility of approximately 20,000 square  feet  located  in  Denham,  Middlesex,
which is located outside of London.  The hangar is owned by the Company  and is
located on a site leased pursuant to a ground lease which expires in 2012.   In
addition,  the  Company  leases  on  a  month-to-month  basis  office  space of
approximately  2,000  square  feet from a company which is wholly-owned by  the
Company's Chief Executive Officer.

      Management believes that the current facilities are sufficient to operate
the Company's business at its current level.

ITEM 3. LEGAL PROCEEDINGS

      There are no material pending legal proceedings to which the Company is a
party or to which any of its property is subject.

<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted during  the  fourth  quarter  of  the fiscal year
covered by this report to a vote of security holders.
<PAGE>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      (a) The Company's Common Stock is traded, effective October  20, 1995, in
the  over-the-counter market and is quoted in the "pink sheets" promulgated  by
the National  Quotation  Bureau,  Inc.  Until  October  20, 1995, the Company's
Common Stock was listed on the Nasdaq Small-Cap Market under the symbol "LYNG".

      The  following  chart  sets  forth  the  range of the high  and  low  bid
quotations  for  the  Company's  Common Stock for each  period  indicated.  The
quotations represent prices between  dealers and do not include retail markups,
markdowns,  commissions  or other adjustments  and  may  not  represent  actual
transactions.
<TABLE>
<CAPTION>
                                              BID PRICES
PERIOD                                    HIGH        LOW
<S>                                    <C>        <C>
Fiscal year ended September 30, 1995:
      Oct. 1, 1994 to Dec. 31, 1994       15/16       7/8
      Jan. 1, 1995 to March 31, 1995      1-7/16      15/16
      April l, 1995 to June 30, 1995      1-1/8       3/4
      July 1, 1995 to Sept. 30, 1995      3/4         1/8

Fiscal year ended September 30, 1996:
      Oct. 1, 1995 to Oct. 20, 1995       3/16        1/8
</TABLE>

      According to the records  of  the  National Quotation Bureau, Inc., there
have  been  no available bid and ask prices  for  the  Company's  Common  Stock
subsequent to October 20, 1995.

      (b) As  of December 20, 1996, there were approximately 525 record holders
of the Company's Common Stock.

      (c) The Company has never declared any cash dividends on its Common Stock
and does not anticipate declaring cash dividends in the foreseeable future.

ITEM 6.SELECTED FINANCIAL DATA
      (000'S EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
                                       Fiscal year ended September 30: (1)
                                1996      1995      1994      1993     1992
<S>                        <C>       <C>       <C>       <C>       <C>
Revenue                       $22,786   $27,221   $27,361   $21,121   $17,623
Net income (loss) before
  extraordinary item              119   (2,320)   (1,231)       119   (1,792)
Extraordinary item-gain (loss)
  related to early
  extinguishment of debt          287         -     (166)         -         -
Net income (loss)                 406   (2,320)   (1,397)       119   (1,792)
PRIMARY EARNINGS PER SHARE:
Net income (loss) per common
  before extraordinary item       .06    (1.30)     (.72)     (.01)    (1.73)
Extraordinary item                .15         -     (.09)         -         -
Net income (loss) per common
  share (2)                       .21    (1.30)     (.81)     (.01)    (1.73)
Working capital (deficit)     (2,159)   (2,748)   (3,790)   (2,210)   (2,841)
Total assets                   24,373    23,912    31,725    25,178    27,199
Long term debt, net of
  current portion              12,873    17,411    18,332    15,378    18,941
</TABLE>

(1)   This  table  should  be  read  in  conjunction with Part I, Item 1(a) for
information on historical acquisitions of  the Company, and in conjunction with
the Consolidated Financial Statements and related notes thereto.
(2)   Adjusted for the one-for-six reverse stock split effected in June 1994.

<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

       The table below sets forth operating results information for each of the
Company's operations and on a consolidated basis  for  the  three  years  ended
September 30, 1996 (thousands of dollars):

<TABLE>
<CAPTION>
                                                     YEAR ENDED SEPTEMBER 30,
                                                      1996      1995      1994
<S>                                                <C>      <C>      <C>             <C>      <C>
Flight operations revenues - historical operations   $7,894    $6,619    $7,222
   Gross margin                                        $931      $927      $500
   Gross margin %                                     11.8%     14.0%      6.9%
Flight operations revenues - Dollar Air (1)              $0    $4,875    $6,722
   Gross margin                                          $0      $205      $899
   Gross margin %                                      0.0%      4.2%     13.4%
Maintenance operations revenues                      $6,238    $5,290    $4,502
   Gross margin                                        $924      $848      $819
   Gross margin %                                     14.8%     16.0%     18.2%
Aircraft sales operations revenues                     $834    $3,288    $2,526
   Gross margin - prior to writedown of
      aircraft held for resale                         $466      $488      $674
   Writedown of aircraft held for resale                  -         -       180
   Gross margin - net                                  $466      $488      $495
   Gross margin %                                     55.9%     14.8%     19.6%
Fixed base operations revenues                       $7,820    $6,702    $6,288
   Gross margin                                      $2,836    $2,678    $2,589
   Gross margin %                                     36.3%     40.0%     41.2%
Other net revenues                                       $0      $447      $101
Consolidated revenues                               $22,786   $27,221   $27,361
 Consolidated direct costs                           17,629    21,628    21,957
Consolidated gross margin                             5,157     5,593     5,404
 Selling, general & administrative expenses           2,432     3,473     3,747
 Depreciation                                           662       933     1,072
 Amortization of goodwill & intangible assets           127       200       221
 Writedown of goodwill                                    -     1,338         -
Operating income (loss)                               1,936     (351)       364
 Amortization of debt discount & issuance costs         139       139       135
 Interest expense                                     1,336     1,772     1,432
 Equity in loss of jointly-owned company                  -        58         -
 Write-off of amount due from affiliate                 191         -         -
Income (loss) before tax provision and
   extraordinary item                                   270   (2,320)   (1,203)
 Income tax provision                                   151         -        28
Income (loss) before extraordinary item                 119   (2,320)   (1,231)
 Extraordinary item - Gain (loss) related to early
   extinguishment of debt                               287         -     (166)
Net income (loss)                                      $406  $(2,320)  $(1,397)
</TABLE>

      (1) See Note 3 to the Consolidated Financial Statements.

<PAGE>
      The  following  discussions  of  results  of  operations  for the Company
include results of operations for United Kingdom ("UK") subsidiaries translated
from pounds sterling ("sterling") to US dollars at the average rate of exchange
during  the  respective  periods.   The average value of sterling decreased  by
approximately  2% in fiscal 1996 compared  to  fiscal  1995  and  increased  by
approximately 5%  in  fiscal  1995  compared  to  fiscal  1994.   The effect on
consolidated results of operations resulting from changes in the exchange  rate
of  sterling  as compared to a constant exchange rate from period to period has
been to report  lower  revenues and expenses for UK subsidiaries when the value
of sterling decreased and  to  report  higher  revenues  and  expenses  for  UK
subsidiaries  when  the value of sterling increased.  Fluctuations in the value
of sterling will continue to have an effect on the results of operations for UK
subsidiaries as reported  in  US dollars and the resulting consolidated results
of operations for the Company.

1996 COMPARED TO 1995

      Revenues for fiscal 1996 decreased to $22,786,000 as compared to revenues
in fiscal 1995 of $27,221,000, a decrease of $4,435,000 or 16.3%. This decrease
consists of the exclusion of revenues  of  Dollar Air Services Limited ("Dollar
Air")  of  $4,875,000 due to its transfer into  a  jointly-owned  company  (see
details below),  reduced revenue from aircraft sales of $2,454,000, the receipt
in 1995 of proceeds  from  insurance  policies  over  book  value  on  aircraft
involved  in  accidents  and  rendered  unserviceable  of  $447,000,  offset by
increased  revenues  from  flight  operations  of  $1,275,000,  from fixed base
operations  of  $1,118,000  and  from maintenance operations of $948,000,  (see
discussion of each operational area below).

      The Company reported operating  income  for  fiscal 1996 of $1,936,000 as
compared  to  an operating loss of $351,000 for fiscal  1995,  an  increase  of
$2,287,000.  This  change  resulted primarily from the writedown in fiscal 1995
of the carrying value of the unamortized goodwill arising on the acquisition of
Dollar Air amounting to $1,338,000,  and  increased  operating  income from the
Company's  fixed  base  operations  and  UK flight operations. In August  1995,
substantially  all the business, assets and  liabilities  of  Dollar  Air  were
transferred to PLM  Dollar  Group  Limited  ("PDG"), in exchange for 50% of the
capital stock of PDG (see details below). In connection with this transfer, the
carrying  value of the unamortized goodwill arising  from  the  acquisition  of
Dollar Air  was written off in fiscal 1995 and amounted to $1,338,000. Included
in fiscal 1995 was a charge of $263,000 for the loss sustained on the sale of a
Company-owned  aircraft  which  was sold in that year. In 1994, the Company had
reclassified this aircraft from fixed  assets  to  aircraft held for resale and
had  recorded a charge of $180,000 to reduce its carrying  value  to  estimated
fair market value.

      Interest  expense  for fiscal 1996 decreased to $1,336,000 as compared to
$1,772,000 for fiscal 1995,  a  decrease  of  $436,000 or 24.6%.  This decrease
primarily represents interest paid on reduced levels of outstanding borrowings.

      In  fiscal 1996, the Company repurchased a  portion  of  its  10%  Senior
Subordinated Convertible Debentures due December 31, 1998 (the "Debentures") in
the principal  amount  of  $540,000  for  cash  payments totaling $162,000. The
Company realized a gain on redemption of $287,000, net of related debt issuance
costs, on these repurchases.

      The Company had net income of $406,000 for  fiscal  1996 as compared to a
net  loss of $2,320,000 for fiscal 1995, an increase in profit  of  $2,726,000.
The primary  causes  for  this  increase  were  increased  operating income and
reduced interest costs resulting from the transfer of Dollar Air, the writedown
in fiscal 1995 of the carrying value of unamortized goodwill in Dollar Air, the
gain  on  redemption  of convertible debt of $287,000, and increased  operating
income for the Company's fixed base operations and UK flight operations.

      The Company's ability  to  improve earnings is primarily dependent on the
enhancement of revenues and margins  from  its  operations.  The performance of
each  operation is affected by different market conditions  and  varies  as  to
stability  and  degree of predictability.  Below is a discussion of each of the
Company's operating  areas  and  the  factors which have historically, and will
continue, to affect performance.

<PAGE>
FLIGHT OPERATIONS

      Certain  revenues  and costs relating  to  aviation  management  services
provided to HM Industries,  Inc.  ("HM  Industries") which had been provided by
the Company to HM Industries at cost, were included in prior years in revenues,
direct costs and selling, general and administrative  expenses.  These  amounts
have  been  excluded  from  revenues,  direct  costs  and  selling, general and
administrative expenses for fiscal 1996 and results for the  fiscal  years 1995
and 1994 have been reclassified to reflect their exclusion.

      Revenues from flight operations overall increased by $1,275,000  or 19.3%
for fiscal 1996 as compared to fiscal 1995. This improvement was primarily  due
to  increased fixed-wing charter revenues in the UK, partly offset by a reduced
level  of helicopter charter in the UK. The performance of these operations has
been and  will  continue to be primarily affected by demand for both helicopter
and  fixed-wing  charter   within   the  UK  market  and  between  the  UK  and
international destinations.  Such demand  may vary significantly from period to
period.

      In August 1995, substantially all the business, assets and liabilities of
Dollar Air was transferred to PLM Dollar Group Limited ("PDG"), in exchange for
50% of the capital stock of PDG. Simultaneously  with  the consummation of this
transaction,  substantially  all  of  the business, assets and  liabilities  of
P.L.M.  Helicopters  Limited  ("PLM"),  were   transferred   to   PDG  and  the
shareholders of PLM were issued the remaining 50% of the capital stock  of PDG.
Accordingly,  the  operating  results  set  forth  above  reflect  consolidated
operating  results for Dollar Air, which was acquired in January 1994,  through
August 31, 1995.  The  Company's  50% share in the operating results of PDG for
the year ended September 30, 1996 and  the  one  month ended September 30, 1995
have not been consolidated but are recorded as equity in jointly-owned company.
The carrying value of the unamortized goodwill arising  on  the  acquisition of
Dollar Air was written off in fiscal 1995 in the amount of $1,338,000. Although
no  assurance  can be given, the Company intends to dispose of its interest  in
PDG as soon as practicable.  The  Company  estimates that it will not sustain a
loss upon such disposition. Accordingly, the  asset  has  been  reclassified as
investment  in  jointly-owned  company,  held  for  resale, and therefore,  the
Company's share of the gain or loss in the jointly-owned company will no longer
be recognized under the equity method of accounting.  The  Company's  equity in
the loss of jointly-owned company was immaterial in fiscal 1996.

MAINTENANCE OPERATIONS

      Revenues  from  maintenance operations increased by $948,000 or 17.9%  in
fiscal 1996 as compared to fiscal 1995, primarily due to an increased volume of
maintenance sales related  to  customer aircraft.  Gross margin percentage from
these operations declined in fiscal  1996  as  compared  to  fiscal 1995 due to
increased market competitiveness in the helicopter maintenance  area.  Revenues
from  maintenance operations are affected by the level of the Company's  flight
operations,  which  impact  on  the  maintenance requirements for the Company's
operational aircraft, thereby reducing  available  capacity  for maintenance of
customer aircraft.

AIRCRAFT SALES OPERATIONS

      Revenues from aircraft sales operations decreased by $2,454,000 in fiscal
1996  as  compared  to fiscal 1995.  Significant fluctuations in  revenues  and
gross margin percentages  from  aircraft sales operations may occur from period
to period based upon the role the  Company  takes in such transactions in which
it is involved. For aircraft sales transactions  in  which  the Company acts as
principal, the Company records the full sales price of the aircraft  as revenue
and  the  cost  of  the  aircraft  as a charge to direct costs, resulting in  a
relatively low gross margin percentage.  In other transactions, the Company may
act strictly as a broker and record  as  revenue  only the commissions on these
sales  transactions,  generating  a  relatively high gross  margin  percentage.
Consequently, the performance of these  operations  can  best  be gauged by the
gross  margins achieved for each period.  Gross margins generated  by  aircraft
sales operations have a material impact on the operating results of the Company
and have historically varied significantly from period to period.  The level of
aircraft  sales transactions is, to a significant degree, reflective of overall
economic conditions.

<PAGE>
FIXED BASE OPERATIONS

      Revenues  from  fixed base operations increased by $1,118,000 or 16.7% in
fiscal 1996 as compared  to fiscal 1995.  This change is primarily attributable
to an increase in the level  of  fuel  sales volume and tenant occupancy at the
Company's fixed base operations in Morristown,  New Jersey.  The performance of
these operations to a significant degree is based  upon  the  level  of  tenant
occupancy  with  tenant  leases  ranging in term from one year to eleven years.
High  occupancy  levels  for  such  facilities   in  the  New  York/New  Jersey
metropolitan area have allowed the financial performance of these operations to
consistently improve during the last several years.

1995 COMPARED TO 1994

      Revenues for fiscal 1995 decreased to $27,221,000 as compared to revenues
in fiscal 1994 of $27,361,000, a decrease of $140,000  or  0.1%.  This decrease
consists of reduced revenues from the operations of Dollar Air  of  $1,847,000,
reduced  revenues  from  flight  operations  of  $603,000,  offset by increased
revenues  from  maintenance  operations  of  $788,000, from aircraft  sales  of
$762,000, from fixed base operations of $414,000  and  the  excess  of proceeds
from  insurance policies over book value on aircraft involved in accidents  and
rendered unserviceable of $447,000.

      The  Company  reported  an  operating loss for fiscal 1995 of $351,000 as
compared  to  operating income of $364,000  for  fiscal  1994,  a  decrease  of
$715,000.  This  change resulted primarily from the writedown in fiscal 1995 of
the carrying value  of  the  unamortized goodwill arising on the acquisition of
Dollar Air amounting to $1,338,000, partly offset by increased operating income
from the Company's UK flight operations.  Included  in fiscal 1995 was a charge
of  $263,000  for  the  loss sustained on the sale of a Company-owned  aircraft
which  was sold in that year.  In  1994,  the  Company  had  reclassified  this
aircraft  from  fixed  assets  to  aircraft  held for resale and had recorded a
charge of $180,000 to reduce its carrying value to estimated realizable value.

      Interest expense for fiscal 1995 increased  to  $1,772,000 as compared to
$1,432,000 for fiscal 1994, an increase of $340,000 or  23.7%.   This  increase
primarily  represents  increased  interest rates paid on outstanding levels  of
borrowing, as well as an increase in  indebtedness  to  HM Holdings of $500,000
from October 1994.

      In August 1995, substantially all the business, assets and liabilities of
Dollar Air were transferred to PDG in exchange for 50% of  the capital stock of
PDG.  In connection with this transfer, the carrying value of  the  unamortized
goodwill  arising  from the acquisition of Dollar Air was written off in fiscal
1995 and amounted to $1,338,000.

      The Company had a net loss of $2,320,000 for fiscal 1995 as compared to a
net loss of $1,397,000  for  fiscal 1994, an increase in loss of $923,000.  The
primary causes for this increase  were  the  writedown of the carrying value of
unamortized goodwill in Dollar Air, increased  operating  losses and associated
interest  costs of Dollar Air, partially offset by increased  operating  income
for the Company's UK flight operations.

FLIGHT OPERATIONS

      Revenues from flight operations overall decreased by $603,000 or 8.3% for
fiscal 1995  as  compared to fiscal 1994. While revenue levels were reduced due
to  competitive pressures,  primarily  in  the  UK,  gross  margin  levels  and
percentages  increased  as a result of improvements in the UK operations in the
areas of management contract  margins,  cost  reductions  put  into  effect and
elimination of operational costs for fixed wing aircraft owned by the Company.

      Flight  operations  for  Dollar  Air  decreased  by  $1,847,000 or 27.5%,
primarily due to the cessation of operations in overseas locations.  During the
first quarter of fiscal 1995, two of the aircraft owned and operated by  Dollar
Air  in  Peru  were  involved in accidents and rendered unserviceable. Revenues
from flight operations  for  the  year  were reduced as a result. The excess of
proceeds from insurance policies over book  value on these aircraft amounted to
$447,000 and is shown as other net revenues for  the  year  ended September 30,
1995. Gross margins were reduced by $694,000 primarily as a result  of  reduced
activity  levels  as  well  as from costs incurred in the discontinuance of the
Company's operations in overseas locations.

      In August 1995, substantially all the business, assets and liabilities of
Dollar Air were transferred to  PDG in exchange for 50% of the capital stock of
PDG (see details above). Accordingly,  the  operating  results  set forth above
reflect  consolidated operating results for Dollar Air, which was  acquired  in
January 1994,  for  the nine months ended September 30, 1994 and for the eleven
months ended August 31,  1995. The Company's 50% share in the operating results
of PDG for the year ended  September 30, 1996 and the one month ended September
30, 1995 have not been consolidated but are shown under equity in jointly-owned
company.  The  carrying value  of  the  unamortized  goodwill  arising  on  the
acquisition of Dollar  Air  was  written  off  in  fiscal 1995 in the amount of
$1,338,000.

MAINTENANCE OPERATIONS

      Revenues from maintenance operations increased  by  $788,000  or 17.5% in
fiscal 1995 as compared to fiscal 1994, primarily due to an increased volume of
maintenance  sales related to customer aircraft.  Gross margin percentage  from
these operations  declined  in  fiscal  1995  as compared to fiscal 1994 due to
increased market competitiveness in the helicopter maintenance area.

AIRCRAFT SALES OPERATIONS

      Revenues from aircraft sales operations increased  by  $762,000 in fiscal
1995 as compared to fiscal 1994.  As discussed above, significant  fluctuations
in  revenues  and  gross margin percentages from aircraft sales operations  may
occur from period to  period  based  upon  the  role  the Company takes in such
transactions in which it is involved.

FIXED BASE OPERATIONS

      Revenues  from fixed base operations increased by  $414,000  or  6.6%  in
fiscal 1995 as compared  to fiscal 1994.  This change is primarily attributable
to an increase in the level  of  tenant  occupancy and fuel sales volume at the
Company's fixed base operation in Morristown, New Jersey.

LIQUIDITY AND CAPITAL RESOURCES

      At  September 30, 1996, the Company had  a  working  capital  deficit  of
$2,159,000  and  stockholders'  equity of $3,399,000.  The Company had net cash
provided by operating activities  of  $1,761,000  in  fiscal  1996  compared to
$1,878,000  in  fiscal  1995.   This  decrease  in  cash  flow  from  operating
activities  is  primarily  due  to  the effect of the disposal of company owned
aircraft in 1995, reduced inventory and an increase in deferred revenue, offset
by improvements in operating profitability.

      Pursuant to a Credit Agreement,  as  amended, entered into in August 1990
(the  "Credit  Agreement"),  HM  Holdings,  Inc.,   an   indirect  wholly-owned
subsidiary of Hanson PLC ("HM Holdings"),  had provided secured  debt financing
("the Loans") in the aggregate amount of $17,000,000 to the Company  and Lynton
Jet  Centre,  Inc.  ("Lynton Jet Centre"). Prior to the completion of the  Debt
Discharge Transaction  (as  described  below), the principal amount owing to HM
Holdings at September 30, 1996 under the Loans was $6,605,923.

      On November 8, 1996, a Debt Discharge  Agreement   (the  "Debt  Discharge
Agreement")  was entered into by and among Hanson North America, Inc.  ("Hanson
North America"),   Millennium America Inc. (formerly named Hanson America Inc.)
("Millennium  America"),   and  the  Company,  Lynton  Jet  Centre  and  Lynton
Properties, Inc. ("Lynton Properties"), a wholly-owned subsidiary of Lynton Jet
Centre. Prior thereto, Hanson  North  America  had  succeeded to HM Holdings as
lender  under  the  Credit  Agreement  and had acquired certain  assets  of  HM
Holdings including the equity securities described below.  Pursuant to the Debt
Discharge Agreement and on November 13, 1996, Hanson North America was paid the
sum  of  $3,500,000, and in consideration  thereof  (plus  other  consideration
described  below), (i) cancelled the Loans and discharged all obligations under
the Credit Agreement  except  for  certain  indemnification  obligations stated
therein to survive termination of the Loans, (ii) surrendered  to  the  Company

<PAGE>
848,454  shares of common stock, par value $.30 per share (the "Common Stock"),
of the Company,  (iii) surrendered Warrants to purchase an aggregate of 247,513
shares of Common Stock  of  the  Company,  and (iv) surrendered 2,000 shares of
Series  D Preferred Stock of the Company (the  "Debt  Discharge  Transaction").
The foregoing  shares  and  Warrants  represented Hanson North America's entire
equity interest in the Company.  As provided  in  the Debt Discharge Agreement,
the foregoing transactions were deemed to have occurred  as  of  September  30,
1996.

      In  connection  with the Debt Discharge Transaction, Hanson North America
also released all security  and liens under the Credit Agreement, including its
First Leasehold Mortgage (the  "Leasehold Mortgage") and Assignment of Rents on
the  Jet Centre facility operated  by  Lynton  Jet  Centre  at  the  Morristown
Municipal  Airport,  Morristown,  New Jersey.  In addition, Millennium America,
which previously guaranteed certain obligations of Lynton Jet Centre which were
also  secured by the First Leasehold  Mortgage,  terminated  and  released  its
interests  in the Leasehold Mortgage. Millennium America continues to guarantee
certain obligations of Lynton Jet Centre to Massachusetts Mutual Life Insurance
Company (see below).

      Simultaneously with the completion of the Debt Discharge Transaction, and
in order to pay Hanson North America $3,500,000 in connection therewith, Lynton
Jet Centre,  as  borrower,  entered  into  a  Loan and Security Agreement dated
November  13,  1996  with  Finova Capital Corporation  ("Finova"),  as  Lender,
pursuant to which Finova made  a  secured  loan  to  Lynton  Jet  Centre in the
principal amount of $4,000,000 (the "Finova Loan").

      The Finova Loan, together with interest thereon at the interest  rate  of
10.7%  per  annum  shall  be  repaid  in  96 equal consecutive monthly payments
consisting of (a) principal and interest in  an amount that will fully amortize
65% of the Finova Loan plus (b) interest only,  on  the  remaining  35%  of the
principal  balance  of  the  Finova  Loan  calculated  at 10.7% per annum.  The
remaining  unpaid principal balance ($1,400,000) of the Finova  Loan  shall  be
payable on December  1,  2004. The Finova Loan requires compliance with certain
covenants, financial and otherwise, as defined in the loan agreement, including
maintaining  a minimum tangible  net  worth  and  a  minimum  earnings,  before
interest, taxes,  depreciation  and amortization, coverage ratio by both Lynton
Jet Centre as borrower and Lynton Group, Inc. as guarantor.

      In  December  1993,  the Company  completed  an  off-shore  placement  of
$2,500,000 principal amount  of  10% Senior Subordinated Convertible Debentures
due  December  31,  1998 (the "Debentures").  The  Debentures  were  originally
convertible into shares  of  the  Company's  Common  Stock at the option of the
holder  at  any  time  prior to maturity at a price of $3.75  per  share.   The
Debentures may also be redeemed by the Company at any time or from time to time
commencing July 1995, at  the  Company's  option,  in  whole  or in part at the
redemption  prices  (expressed as percentages of the principal amount)  ranging
from 109% to 100%.  Prior  to  December  31  of  each of the years from 1996 to
1998,  inclusive,  the  Company  has  agreed  to pay to  the  trustee  for  the
Debentures,  as  a sinking fund payment, cash in  the  amount  of  1/3  of  the
aggregate principal  amount  of the issued Debentures, provided that Debentures
converted  or reacquired or redeemed  by  the  Company  may  be  used,  at  the
principal amount  thereof, to reduce the amount of any sinking fund payment. In
fiscal 1996, the Company  repurchased a portion of its Debentures in the amount
of $540,000 for cash payments totaling $162,000. The Company realized a gain on
redemption  of  $287,000,  net   of  related  debt  issuance  costs,  on  these
repurchases. In addition, the remaining  holders  of  the  Debentures have been
given the opportunity to convert the Debentures into shares  of Common Stock of
the  Company at a conversion price of $.33 per share.  Prior to  completion  of
the Debt  Discharge  Transaction  and  refinancing  of  the Jet Centre facility
described  above, there were Debentures in the principal amount  of  $1,960,000
outstanding.  Two holders of the Debentures, who are affiliates of the Company,
issued their  consent  to convert the Debentures held by them (in the principal
amount of $1,065,000) into  3,227,273  shares  of  Common  Stock  (effective at
September 30, 1996). The Debentures acquired in the above transactions  will be
applied against the sinking fund obligations for December 31, 1996 and 1997.

      During  the  period  from  June  30,  1995  through January 22, 1996, the
Company was not in compliance with the minimum net worth requirements under the
Debentures.  As of January 23, 1996, in connection with  such  requirements,  a
majority of the  debenture  holders  agreed to waive any and all such net worth
requirements for fiscal 1995 and 1996  and the first quarter of fiscal 1997. No
assurances can be given as to the Company's  ability  to  meet future net worth
requirements under the Debenture Agreement or that additional  waivers  will be
received at appropriate times.

<PAGE>
      The  Company  expects  to  continue meeting all of its obligations in the
coming year by focusing on its established  operations.  Cash  flows from these
operations  are  expected  to  be  sufficient  to  meet  all  of  its operating
requirements and, significantly reduced, debt service requirements.

        Aircraft  are  financed  primarily through short and medium term  notes
payable to banks and financing companies  and  are  generally collateralized by
such aircraft.  The Company anticipates no material capital  expenditures  will
be required in fiscal 1997.

      In  June  1994,  Lynton  Properties  issued  to  Connecticut  Mutual Life
Insurance  Company  ("Connecticut Mutual") a $9,000,000 mortgage note at  6.69%
due January 3, 2006 (the  "Mortgage  Note")  with scheduled monthly payments of
principal and interest. The Mortgage Note is secured  by  a  Leasehold Mortgage
and Security Agreement and an Assignment of Leases and Rents on a lease between
a certain tenant and Lynton Properties relating to a hangar and office facility
located at the Lynton Jet Centre.  Massachusetts Mutual Life Insurance  Company
is an assignee of Connecticut Mutual under this loan.

      The  Company  has  unused  federal  net  operating  loss carryforwards at
September  30, 1996 of approximately $777,000, which expire  through  September
30, 2010.  As a result of the Jet Centre acquisition, the related issuance of a
warrant to HM Holdings and the conversion of the Debentures and Preferred Stock
into common  stock  referred  to  above,  utilization of the net operating loss
carryforwards is substantially restricted under  Section  382  of  the Internal
Revenue  Code  of  1986, as amended.  Future realization of the restricted  net
operating loss carryforwards  will  be  limited annually to an amount generally
calculated by multiplying the value of the  Company  immediately  preceding the
issuance  of  the warrant to HM Holdings in August 1990, and the conversion  of
the Debentures  and  Preferred  Stock into common stock effective September 30,
1996 by the long-term tax exempt rates at those dates.

      Inflation has not significantly impacted the Company's operations.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial information required  by  Item  8  is included elsewhere in
this report (see Part IV, Item 14).

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

      The information required by Item 9 has  been  previously  reported in the
Company's Current Report on Form 8-K, dated July 19, 1996.

<PAGE>
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      There  is  incorporated  by  reference herein information which  will  be
contained in the Registrant's definitive proxy statement to be filed within 120
days of the Registrant's year end in connection with the 1997 Annual Meeting of
Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

      There  is incorporated by reference  herein  information  which  will  be
contained in the Registrant's definitive proxy statement to be filed within 120
days of the Registrant's year end in connection with the 1997 Annual Meeting of
Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      There is  incorporated  by  reference  herein  information  which will be
contained in the Registrant's definitive proxy statement to be filed within 120
days of the Registrant's year end in connection with the 1997 Annual Meeting of
Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      There  is  incorporated  by  reference  herein information which will  be
contained in the Registrant's definitive proxy statement to be filed within 120
days of the Registrant's year end in connection with the 1997 Annual Meeting of
Stockholders.
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT  SCHEDULES,  AND REPORTS ON
FORM 8-K

(a) (1)(2) Consolidated Financial Statements and Financial Statement Schedules.

      The Consolidated Financial Statements and Schedules filed as part of this
report  are  listed  in  the  Index  to  Consolidated Financial Statements  and
Schedules annexed hereto and made a part hereof.

(a) (3) Exhibits.

      3.1   Registrant's restated certificate of incorporation (7)

      3.2   Registrant's by-laws1(1)

      4.1   Indenture dated as of December 21, 1993 between the Registrant and
            American Stock Transfer & Trust Company, as Trustee, relating to
            Registrant's 10% Senior Subordinated Convertible Debentures due
            December 31, 1998, together with form of Debenture (6)

      10.1  Ground Lease for premises at Morristown Municipal Airport,
            Morristown, New Jersey (4)

      10.2  Employment Agreement dated August 30, 1996 with Christopher Tennant

      10.3  1993 Stock Option Plan (5)

      21.0  Lynton Group, Inc., parent and subsidiaries (6)

      99.1  Stockholders' Agreement dated as of August 14, 1990 by and among
            the Registrant, HM Holdings, Inc. and Christopher Tennant (3)

      99.2  First Amendment to Stockholders' Agreement dated December 22, 1992
            by and among Lynton Group, Inc., HM Holdings, Inc., Brae Group,
            Inc., James Niven and Task Holdings, Inc. (2)

      99.3  Note Agreement dated as of June 22, 1994 between Lynton Properties,
            Inc. and Connecticut Mutual Life Insurance Company relating to a
            $9.0 million 6.69% mortgage note due January 3, 2006 (6)

      99.4  Business Acquisition Agreement between Dollar Air Services Limited
            and PLM Dollar Group Limited (7)

      99.5  Debt Discharge Agreement dated  as of November 8, 1996 by and among
            Hanson North America, Inc., Millennium  America Inc., Lynton Group,
            Inc., Lynton Jet Centre, Inc. and Lynton Properties, Inc. (8)

      99.6  Loan and Security Agreement dated November  13, 1996 by and between
            Lynton   Jet   Centre,  Inc.,  as  Borrower,  and  Finova   Capital
            Corporation, as Lender (8)
      -------------------------------------------------------------------------

(1)   Filed as an exhibit to  the  Company's Annual Report on Form 10-K for the
      fiscal  year ended September 30,  1991,  and  incorporated  by  reference
      herein.

(2)   Filed as  an  exhibit  to the Company's Current Report on Form 8-K, dated
      December 22, 1992, and incorporated by reference herein.

<PAGE>
(3)   Filed as an exhibit to the  Company's  Current  Report on Form 8-K, dated
      August 14, 1990, and incorporated by reference herein.

(4)   Filed as an exhibit to the Company's Annual Report  on  Form 10-K for the
      fiscal  year  ended  September  30,  1990, and incorporated by  reference
      herein.

(5)   Filed as an exhibit to the Company's Annual  Report  on Form 10-K for the
      fiscal  year  ended  September  30, 1993, and incorporated  by  reference
      herein.

(6)   Filed as an exhibit to the Company's  Annual  Report on Form 10-K for the
      fiscal  year  ended  September  30, 1994, and incorporated  by  reference
      herein.

(7)   Filed as an exhibit to the Company's  Annual  Report on Form 10-K for the
      fiscal  year  ended  September  30, 1995, and incorporated  by  reference
      herein.

(8)   Filed as an exhibit to the Company's  Current  Report  on Form 8-K, dated
      November 13, 1996, and incorporated by reference herein.

(b) Reports on Form 8-K.

            Listed below are reports on Form 8-K filed during  the last quarter
       of the period covered by this report:
<TABLE>
<CAPTION>
<S>                         <C>                               <C>
ITEMS REPORTED                FINANCIAL STATEMENTS FILED        DATE OF REPORT
Changes in Registrant's        None                              July 19, 1996
Certifying Accountant
</TABLE>

 (c) Exhibits.

            See Item 14(a)(3) above.

(d) See Index to Consolidated Financial Statements and Schedules annexed hereto
and made a part hereof.



<PAGE>
                                  SIGNATURES

      Pursuant  to  the  requirements  of Section 13 or 15(d) 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.

                                          LYNTON GROUP, INC.
                                          (Registrant)


                                          By:  /S/ CHRISTOPHER TENNANT
                                          Christopher Tennant,
                                          President

                                          Date:  1/14/97

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the following persons  on  behalf  of  the
Registrant, and in the capacities and on the dates indicated:

SIGNATURE                     TITLE                             DATE



/S/ CHRISTOPHER TENNANT       President, Chief Executive      1/14/97
Christopher Tennant           Officer, Director (Principal
                              Executive Officer)


/S/ RICHARD HAMBRO            Co-Chairman of the Board,       1/14/97
Richard Hambro                Director


/S/ JAMES G. NIVEN            Co-Chairman of the Board,       1/14/97
James G. Niven                Director


/S/ NICHOLAS R. H. TOMS       Director                        1/14/97
Nicholas R. H. Toms


/S/ PAUL R. DUPEE, JR.        Director                        1/14/97
Paul R. Dupee, Jr.


/S/ NIGEL PILKINGTON          Director                        1/14/97
Nigel Pilkington


/S/ PAUL BOYD                 Principal Financial Officer     1/14/97
Paul Boyd


/S/ BRIAN T. MCCLOSKEY        Corporate Controller            1/14/97
Brian T. McCloskey            (Controller)

<PAGE>
                   Lynton Group, Inc. and Subsidiaries

         Index to Consolidated Financial Statements and Schedule

                           September 30, 1996






Reports of Independent Certified Public Accountants...........F-l
Reports of Independent Auditors...............................F-2

Consolidated Financial Statements

Consolidated Balance Sheets...................................F-3
Consolidated Statements of Operations.........................F-5
Consolidated Statements of Changes in Stockholders' Equity....F-7
Consolidated Statements of Cash Flows.........................F-9
Notes to Consolidated Financial Statements....................F-10

Schedules

Reports of Independent Certified Public Accountants..........F-29
Reports of Independent Auditors..............................F-30
Schedule II - Valuation and Qualifying Accounts..............F-31


Schedules other than those listed above are omitted since they are not
required, are not applicable or the information is included in the consolidated
financial statements and notes thereto.


<PAGE>






           Report of Independent Certified Public Accountants


The Board of Directors and Stockholders
Lynton Group, Inc.

We have audited the accompanying consolidated balance sheet of Lynton Group,
Inc. and subsidiaries as of September 30, 1996 and the related consolidated
statement of operations, changes in stockholders' equity and cash flows for the
year then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Lynton Group,
Inc. and subsidiaries at September 30, 1996, and the consolidated results of
their operations and their consolidated cash flows for the year then ended, in
conformity with generally accepted accounting principles.


                                        /s/ Grant Thornton LLP


Parsippany, New Jersey
December 24, 1996

<PAGE>




                     Report of Independent Auditors


The Board of Directors and Stockholders
Lynton Group, Inc.

We have audited the accompanying consolidated balance sheet of Lynton Group,
Inc. and subsidiaries as of September 30, 1995 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the two years in the period ended September 30, 1995.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Lynton Group,
Inc. and subsidiaries at September 30, 1995, and the consolidated results of
their operations and their cash flows for each of the two years in the period
ended September 30, 1995, in conformity with generally accepted accounting
principles.


                                        /s/ Ernst & Young LLP


MetroPark, New Jersey
December 21, 1995, except for the twelfth
and the twenty third  paragraphs of Note
4, as to which the dates are January 5,
1996 and January 23, 1996, respectively
<PAGE>

<TABLE>
<CAPTION>
                                                             SEPTEMBER 30
                                                          1996           1995
<S                                                  <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents                             $1,268,475      $137,322
 Accounts receivable (net of allowance for doubtful
  accounts of $21,000 in 1996 and $22,000 in 1995)      2,336,549     1,948,368
 Due from HM Industries, Inc.                                   -       156,396
 Inventories                                              822,339     1,019,810
 Prepaids, principally insurance, and other
  current assets                                          396,605       299,181
Total current assets                                    4,823,968     3,561,077
Property, plant and equipment:
 Aircraft                                               1,286,139     1,208,117
 Buildings                                             14,068,240    14,082,497
 Furniture and equipment                                1,205,295     1,137,008
 Motor vehicles                                           344,946       357,164
 Leasehold improvements                                   481,799       495,892
                                                       17,386,419    17,280,678
Less accumulated depreciation and amortization          3,977,517     3,453,387
                                                       13,408,902    13,827,291
Due from affiliate                                              -       191,308
Funds held in escrow                                      150,000       150,000
Investment in jointly-owned company held for resale     1,182,376     1,201,248
Long-term ground lease, less accumulated amortization
 of $357,000 in 1996 and $299,000 in 1995               1,992,606     2,051,351
Goodwill, less accumulated amortization
 of $461,000 in 1996 and $396,000 in 1995               2,213,635     2,284,408
Other assets and deferred charges, less accumulated
 amortization of $153,000 in 1996 and $161,000 in 1995    601,690       645,757
                                                      $24,373,177   $23,912,440
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30
                                                           1996           1995
<S>                                                  <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Revolving credit facilities                                    -      $240,533
 Current portion of capital lease obligations             $34,225        26,701
 Current portion of long-term debt                        986,506       924,580
 Accounts payable                                       3,206,504     2,530,551
 Accrued expenses                                         888,972     1,419,380
 Accrued income taxes                                     154,000             -
 Advances from customers                                  150,051       107,199
 Deferred revenue                                       1,563,166     1,059,904
Total current liabilities                               6,983,424     6,308,848
Obligations under capital leases, less current portion     34,580        18,487
Deferred revenue, less current portion                    960,000             -
Long-term debt, less current portion                   12,838,491    17,392,361
Deferred income taxes                                     157,812             -
Commitments and contingencies
Stockholders' equity:
 Preferred Stock, authorized 3,000,000 shares:
   Series C Convertible Preferred Stock par value $.01 a
     share; issued and outstanding 1,000 shares in 1995         -            10
   Series D Preferred Stock, par value $.01 a share;
     issued and outstanding 2,000 shares in 1995                -            20
 Common Stock, par value $.30 a share: authorized
     10,000,000 shares; issued 6,394,872 shares in 1996
     and 1,957,177 shares in 1995                       1,918,462       587,153
 Additional paid-in capital                             9,779,823     8,321,055
 Accumulated deficit                                  (8,233,475)   (8,624,285)
 Translation adjustment                                  (54,592)      (80,709)
                                                        3,410,218      203,244
 Common stock held in Treasury at cost; 850,454
   shares in 1996 and 2,000 shares in 1995               (11,348)      (10,500)
Total stockholders' equity                              3,398,870       192,744
                                                      $24,373,177   $23,912,440
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>


<TABLE>
<CAPTION>
                                               YEAR ENDED SEPTEMBER 30
                                         1996            1995            1994
<S>                                 <C>           <C>            <C>
Net revenue:
 Flight operations                   $7,894,484     $11,494,202     $13,943,370
 Maintenance operations               6,237,913       5,290,253       4,501,643
 Aircraft sales operations              833,781       3,287,761       2,525,779
 Fixed base operations                7,820,148       6,702,505       6,288,429
 Other                                        -         446,751         101,800
                                     22,786,326      27,221,472      27,361,021
Expenses:
 Direct costs of operations:
  Flight operations                   6,963,692      10,361,889      12,544,675
  Maintenance operations              5,313,666       4,441,887       3,682,375
  Aircraft sales operations             367,819       2,800,526       1,851,097
  Fixed base operations               4,984,026       4,023,434       3,698,958
  Writedown in value of aircraft
    held for resale                           -               -         180,000
                                     17,629,203      21,627,736      21,957,105
 Selling, general and administrative  2,432,063       3,473,641       3,746,864
 Depreciation                           661,572         932,603       1,071,885
 Amortization of ground lease
   and goodwill                         126,960         200,280         220,584
 Writedown of goodwill                        -       1,338,302               -
Operating income (loss)               1,936,528       (351,090)         364,583
Amortization of debt discount
 and issuance costs                     139,475         139,450         135,032
Interest expense                      1,336,137       1,772,028       1,431,959
Write-off of amount due from
  affiliate                             191,308               -               -
Equity in loss of jointly-owned
  company                                     -          57,585               -
Income (loss) before income tax
  provision and extraordinary item      269,608     (2,320,153)     (1,202,408)
Income tax provision                    151,206               -          28,175
Income (loss) before extraordinary
  item                                  118,402     (2,320,153)     (1,230,583) 
Extraordinary item-gain (loss) related
  to early extinguishment of debt       287,408               -       (166,000)
Net income (loss)                       405,810     (2,320,153)     (1,396,583)
Dividends on Preferred Stocks                 -       (214,424)       (178,029)
Net income (loss) attributable to
  Common Stock                         $405,810    $(2,534,577)    $(1,574,612)
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>


<TABLE>
<CAPTION>
                                                  YEAR ENDED SEPTEMBER 30,
                                         1996           1995           1994
<S>                                 <C>           <C>            <C>
Average number of common shares
  outstanding                         1,961,760       1,957,177       1,932,676

Primary earnings per share
Income (loss) per common share
 before extraordinary item                 $.06         $(1.30)          $(.72)
Extraordinary item                          .15               -           (.09)
Net income (loss) per common share         $.21         $(1.30)          $(.81)
Fully diluted earnings per share
Income (loss) per common share
 before extraordinary item                 $.09         $(1.30)          $(.72)
Extraordinary item                          .13               -           (.09)
Net income (loss) per common share         $.22         $(1.30)          $(.81)
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>

        Lynton Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders'
                      Equity

   YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                       SERIES C
                     CONVERTIBLE   SERIES D
                      PREFERRED   PREFERRED                      
                        STOCK       STOCK     COMMON STOCK       TREASURY STOCK
                     SHARES AMT SHARES AMT  SHARES    AMOUNT    SHARES  AMOUNT
<S>                <C>    <C>  <C>    <C> <C>       <C>      <C>    <C>
Balance at
 September 30,1993   1,000  $10  2,000 $20 1,885,510   $565,653  2,000 $(10,500)
Issuance of shares
 of Common Stock
 related to
 acquisition of
 Dollar Air
 Services Limited                             71,667     21,500
Net loss for year
 ended September
 30, 1994
Dividends on
 Preferred Stocks
Translation
 adjustment at
 September 30, 1994
Balance at September
 30, 1994            1,000  $10  2,000 $20 1,957,177   $587,153  2,000 $(10,500)
Net loss for year
 ended September
 30, 1995
Dividends on
 Preferred Stocks
Translation
 adjustment at
 September 30, 1995
Balance at September
 30,1995             1,000  $10  2,000 $20 1,957,177   $587,153  2,000 $(10,500)
Issuance of shares of
 Common Stock related
 to acquisition of
 Dollar Air Services
 Limited                                       5,000      1,500
Net income for year
 ended September
 30, 1996
Underaccrual of prior
 years dividends
Issuance of shares of
 Common Stock in
 exchange for Series
 C Preferred Stock (1,000) (10)            2,053,876    616,163
Surrender of Series
 D Preferred Stock             (2,000)(20)
Issuance of shares
 of Common Stock
 related to
 redemption of
 convertible
 debentures                                3,227,273    968,182
Surrender of shares
 of Common Stock
 to company                                (848,454)  (254,536) 848,454    (848)
Discharge of debt
 due HM Industries,
 net of related
 taxes and costs
Translation
 adjustment at
 September 30, 1996
Balance at September
 30, 1996                0  $0      0  $0 6,394,872 $1,918,462 850,454 $(11,348)
 1996
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>

     Lynton Group, Inc. and Subsidiaries

    Consolidated Statements of Changes in
       Stockholders' Equity (Continued)

YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                            ADDITIONAL                                TOTAL
                             PAID-IN    ACCUMULATED   TRANSLATION  STOCKHOLDERS'
                             CAPITAL      DEFICIT      ADJUSTMENT     EQUITY
<S>                       <C>          <C>            <C>         <C>
Balance at September
 30, 1993                  $8,198,805   $(4,515,096)   $(72,290)    $4,166,602
Issuance of shares of
 Common Stock related to
 acquisition of Dollar Air           
 Services Limited             122,250                                  143,750
Net loss for year ended
 September 30, 1994                      (1,396,583)               (1,396,583)
Dividends on
 Preferred Stocks                          (178,029)                 (178,029)
Translation adjustment at
 September 30, 1994                                     (11,667)      (11,667)
Balance at September
 30, 1994                  $8,321,055   $(6,089,708)   $(83,957)    $2,724,073
Net loss for year ended
 September 30, 1995                      (2,320,153)               (2,320,153)
Dividends on
 Preferred Stocks                          (214,424)                 (214,424)
Translation adjustment at
 September 30, 1995                                        3,248         3,248
Balance at September
 30, 1995                  $8,321,055   $(8,624,285)   $(80,709)      $192,744
Issuance of shares of
 Common Stock related
 to acquisition of Dollar
 Air Services Limited           3,500                                    5,000
Net income for year ended
 September 30, 1996                          405,810                   405,810
Underaccrual of prior
 years dividends                            (15,000)                  (15,000)
Issuance of shares of
 Common Stock in exchange
 for Series C
 Preferred Stock            (616,153)                                        -
Surrender of Series D
 Preferred Stock                   20                                        -
Issuance of shares of
 Common Stock related to
 redemption of convertible
 debentures                   100,045                                1,068,227
Surrender of shares of
 Common Stock to company      255,384                                        -
Discharge of debt due HM
 Industries, net of
 related taxes and costs    1,715,972                                1,715,972
Translation adjustment at
 September 30, 1996                                       26,117        26,117
Balance at September
 30, 1996                  $9,779,823   $(8,233,475)   $(54,592)    $3,398,870
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
                                                YEAR ENDED SEPTEMBER 30
                                           1996         1995           1994
<S                                    <C>         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                        $405,810   $(2,320,153)   $(1,396,583)
Adjustments to reconcile net income
 (loss) to net cash provided by
 (used in) operating activities:
Depreciation and amortization             928,007      1,272,333      1,427,501
Equity in loss of jointly-owned company         -         57,585              -
Write-off of amount due from affiliate    191,308              -              -
(Gain) loss on early extinguishment
 of debt                                (287,408)              -        166,000
Writedown in value of aircraft held
 for resale                                     -              -        180,000
Writedown of goodwill                           -      1,338,302              -
Changes in certain assets and
 liabilities, excluding effect from
 acquisitions and divestitures:
  Accounts receivable                   (405,409)         20,510      (399,154)
  Due from (to) affiliates                 44,775        229,530      (131,712)
  Inventories                             182,479        346,418       (16,425)
  Aircraft held for resale                      -      1,605,635              -
  Prepaids and other current assets       116,960       (33,799)       (97,904)
  Accounts payable and accrued expenses   265,548      (923,672)      (714,768)
  Advances from customers and
   deferred revenue                       319,084        285,793         62,437
Net cash provided by (used in)
 operating activities                   1,761,154      1,878,482      (920,608)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for shares of Dollar Air
 Services Limited and related
 acquisition costs                              -              -      (800,495)
Capital expenditures                    (273,263)      (425,357)      (747,829)
Disposal of fixed assets                   52,472      1,017,114              -
Net cash (used in) provided by
 investing activities                   (220,791)        591,757    (1,548,324)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends on preferred stocks                   -      (214,424)      (178,029)
(Redemption of) proceeds from
 issuance of senior subordinated
 convertible debt                       (162,000)              -      2,186,425
Proceeds from issuance of 6.69%
 mortgage note, net of issuance
 costs and escrow funds                         -              -      8,359,674
Proceeds of borrowings from finance
 company, net of issuance costs         3,850,000              -              -
(Repayment to) borrowings of debt
 from HM Holdings, Inc.               (3,500,000)        500,000    (7,342,500)
Repayment of long-term debt             (610,868)    (2,607,396)      (292,923)
Proceeds from notes payable                34,700              -         50,776
Repayment of note payable-affiliate             -       (68,081)       (91,685)
Reduction of capital lease obligations   (28,592)       (86,705)      (345,858)
Net cash (used in) provided by
 financing activities                   (416,760)    (2,476,606)      2,345,880
Effect of exchange rate changes
 on cash flow                               7,550              -              -
INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                   1,131,153        (6,367)      (123,052)
Cash and cash equivalents,
 beginning of year                        137,322        143,689        266,741
Cash and cash equivalents,
 end of year                           $1,268,475       $137,322       $143,689
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements include
the  accounts of Lynton Group, Inc.  and  its
directly    and    indirectly    wholly-owned
subsidiaries  (the  "Company"),  Lynton   Jet
Centre, Inc. ("Lynton Jet"); Lynton Aviation,
Inc.;  Lynton Aviation Services, Inc.; Ramapo
Helicopters,      Inc.("Ramapo");     LynStar
Aviation,     Inc.    ("LynStar"):     Lynton
Properties,   Inc.   ("Lynton   Properties");
Lynton  Group  Limited   ("Limited");  Lynton
Aviation   Limited;   European    Helicopters
Limited ("EHL"); Dollar Air Services  Limited
("Dollar  Air")  (see  Note  3);  Black  Isle
Helicopters     Limited    ("Black    Isle");
Helicopters  Dollar   Interamericas   SA  and
Dollar  Air's 70% owned subsidiary, Servicios
de  Helicopteros   SA.   Since  August  1995,
Dollar Air and Black  Isle are 50% indirectly
owned   by   the  Company.  All   significant
intercompany accounts  and  transactions have
been eliminated in consolidation.

PRINCIPAL BUSINESS ACTIVITY

The Company and its subsidiaries  are engaged
primarily  in  the  performance  of  aviation
sales  and services in the United States  and
the United  Kingdom.   Services  include  the
charter, management and operation of aircraft
for   corporate,   industrial   and   utility
applications      ("flight      operations");
maintenance    of    aircraft   ("maintenance
operations"); sale and  brokerage of aircraft
("aircraft sales operations");  and hangarage
and   refueling  of  aircraft  ("fixed   base
operations").   Additionally,  as part of the
Company's  flight  operations,  the   Company
provided  industrial  and  utility helicopter
support  services  to  customers   in   South
America   and  other  international  markets,
through December  31,  1994, when the Company
ceased these operations.

LIQUIDITY

References made to pages 12, 13 and 14 of
this Form 10-K for a discussion of certain
liquidity issues facing the Company.

REVENUE RECOGNITION

Revenues   for   maintenance    and    flight
operations are recognized when services  have
been performed.  Revenues related to aircraft
sales  and  commissions are recognized at the
time title is  transferred.   Rental revenues
related   to  tenant  leases  are  recognized
pursuant  to  the  terms  of  the  respective
leases.

AIRCRAFT HELD FOR RESALE AND INVENTORIES

Aircraft held for resale and inventories
(principally aircraft maintenance parts) are
valued at the lower of cost (first-in, first-
out) or market.

PROPERTY AND EQUIPMENT

Property and  equipment  are  stated at cost.
Depreciation and amortization are computed on
the straight-line
<PAGE>
method   over  the  estimated  useful   lives
indicated below.

Aircraft                                          10-15 years
Buildings                                            40 years
Furniture and equipment                               5 years
Motor vehicles                                        5 years
Leasehold improvements                         Term of leases

GROUND LEASE, DEFERRED CHARGES AND GOODWILL

Ground  lease   and   deferred   charges,  in
connection with the acquisition of the assets
of  the  Linpro  Jet  Centre in 1990 and  its
related refinancing (as described in Note 4),
are being amortized on  a straight-line basis
over   terms   of  forty  and  seven   years,
respectively.

Goodwill resulting  from  the  excess  of the
purchase   price   over  the  net  assets  of
businesses acquired is being amortized over a
forty-year   period  on   the   straight-line
method.  The carrying value of the long-lived
assets  are  reviewed   if   the   facts  and
circumstances   suggest   that   it   may  be
permanently   impaired,  in  accordance  with
Statement of Financial  Accounting  Standards
No. 121, "Impairment of Long-Lived Assets and
Long-Lived  Assets  to be Disposed of".  Such
review   is  based  upon   the   undiscounted
expected future  operating cash flows derived
from such businesses  and,  in the event such
result is less than the carrying value of the
long  lived assets, including  goodwill,  the
carrying   value  of  such  assets  would  be
reduced  to  an   amount  that  reflects  the
expected  future  benefit.   During  1995,  a
writedown    of    $1,338,302   of   goodwill
originally recorded  in  connection  with the
Dollar Air acquisition was recorded.

INCOME TAXES

The  Company  applies  an asset and liability
approach  to  accounting  for  income  taxes.
Deferred  income tax assets  and  liabilities
arise from  differences between the tax basis
of an asset or  liability  and  its  reported
amount    in   the   consolidated   financial
statements.    Deferred   tax   balances  are
determined by using the tax rates expected to
be in effect when the taxes will  actually be
paid or refunds received.

FOREIGN CURRENCY TRANSLATIONS

Assets    and    liabilities    of    foreign
subsidiaries   are  translated  at  rates  of
exchange  in  effect  at  the  close  of  the
period.  Revenues and expenses are translated
at the weighted  average of exchange rates in
effect  during  the  year.   The  effects  of
exchange  rate  fluctuations  on  translating
foreign currency  assets and liabilities into
US  dollars  are  included  as  part  of  the
foreign   currency   translation   adjustment
component of stockholders' equity. Losses and
gains   realized   from   foreign    currency
transactions  resulted  in  a loss of $26,000
and gains of $152,000 and $149,000   in 1996,
1995 and 1994, respectively, and are included
in the consolidated statements of operations.

EARNINGS PER SHARE

Income (loss) per common share is computed by
dividing  the  net income (loss) attributable
to  Common  Stock  by  the  weighted  average
number of shares  of  Common  Stock and other
common  stock equivalents outstanding  during
the year, unless the effect of including such
common  stock   equivalents  would  be  anti-
dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value  of  financial instruments
(principally  consisting  of  cash  and  cash
equivalents,  accounts receivable  and  long-
term debt) approximate fair value.

ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

SFAS  No.  123, "Accounting  for  Stock-Based
Compensation, " is required to be implemented
in fiscal years  beginning after December 15,
1995 (fiscal 1997) and introduces a choice of
the method of accounting used for stock-based
compensation. Entities may use the "intrinsic
value" method currently  based  on APB No. 25
or the "fair value" method contained  in SFAS
No.  123.  The  Company  intends to implement
SFAS No. 123 in 1997 by continuing to account
for stock-based compensation  under  APB  No.
25.  As  required  by  SFAS No. 123, the pro-
forma effects on net income  and earnings per
share  will  be  determined, as if  the  fair
value  method  had  been   applied,   in  the
financial statement. The effects of SFAS  No.
123  have  not  yet  been  determined  by the
Company.

USING ESTIMATES IN FINANCIAL STATEMENTS

In    preparing   financial   statements   in
conformity with generally accepted accounting
principles,  management  is  required to make
estimates  and  assumptions that  affect  the
reported amounts  of  assets  and liabilities
and the disclosure of contingent  assets  and
liabilities  at  the  date  of  the financial
statements  and revenues and expenses  during
the reporting  period.  Among the significant
estimates  made  by  management  included  in
these Consolidated  Financial  Statements are
the  useful  lives of long-lived assets,  the
fair value of financial instruments, the fair
value  of  the Company's  Common  Stock,  the
realizable value  of  the  investment in PDG,
the estimated fair value of  the  aircraft at
the  end of the lease-which is guaranteed  by
the  Company,   and   the   adequacy  of  the
insurance  coverage.   Actual  results  could
differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been  made  to
the  prior year financial statements in order
to conform to the current presentation.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include investments
in  highly   liquid   securities   having  an
original  maturity  date  of three months  or
less.  Cash, at September 30,  1996, includes
approximately  $700,000  on  deposit  in  the
United Kingdom.


<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES              

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



2.  STOCKHOLDERS' EQUITY

REVERSE STOCK SPLIT

On  June  1,  1994, the shareholders  of  the
Company approved  amendments to the Company's
Certificate of Incorporation  to increase the
number of authorized shares of  Common Stock,
par value $.05 per share, of the Company from
20,000,000 to 60,000,000 and to effectuate  a
reverse split of one-for-six of the Company's
Common  Stock  which  reduced  the  number of
authorized    shares   from   60,000,000   to
10,000,000 and  increased  the  par value per
share from $.05 to $.30.  Such reverse  split
became   effective   June   2,   1994.    All
references  to  shares  of  Common  Stock and
earnings  per share herein have been adjusted
to reflect  the  effect  of the reverse stock
split.

WARRANT

In connection with the execution  of the 1990
Credit  Agreement  (see Note 4), the  Company
issued  to  HM  Holdings  Inc.,  an  indirect
wholly owned subsidiary  of  Hanson  PLC ("HM
Holdings"),    a   Warrant   (the   "Original
Warrant")  to  purchase   996,334  shares  of
Common  Stock.   The  Original   Warrant  was
exercisable at any time during the  period in
which the Loans were outstanding, and  for  a
period  of  90  days  after  repayment of the
Loans, at an exercise price of  $1,000,000 in
the  aggregate.   The  Original  Warrant  was
valued at the estimated fair market  value at
the  date  of  grant  of  the  shares,  to be
received,   less   the  exercise  price.   On
December 22, 1992, HM  Holdings  exercised  a
portion  of the Original Warrant amounting to
848,455    shares    (see    Recapitalization
Agreement below).

Concurrently   with   the   delivery  of  the
Original  Warrant, HM Holdings,  the  Company
and Christopher Tennant, a director and Chief
Executive Officer  of the Company, executed a
Stockholders'  Agreement  that  provides  for
certain rights of  first  refusal,  rights of
inclusion  and  rights  to  compel  sales  in
connection  with  certain sales of securities
of  the  Company  by  HM   Holdings  and  Mr.
Tennant.  The Stockholders' Agreement further
provides that upon exercise  of  the Original
Warrant   and   as   long   as   HM  Holdings
beneficially  owned  at  least  25%  of   the
outstanding  shares  of  Common  Stock of the
Company,  the  Board  of  Directors  of   the
Company  should consist of nine directors and
HM Holdings  shall have the right to nominate
four directors.  In connection therewith, Mr.
Tennant agreed in the Stockholders' Agreement
to vote his shares  for  the  nominees  of HM
Holdings,  as  directors.   In  addition,  HM
Holdings  agreed  to  vote its shares for Mr.
Tennant,  as  a  director,  so  long  as  Mr.
Tennant  owned  not   less  than  5%  of  the
outstanding  shares of Common  Stock  of  the
Company.

Pursuant to the Debt Discharge Agreement (see
Note  4) and on  November  13,  1996,  Hanson
North America  (as  successor to HM Holdings)
surrendered   to   the   Company    all   its
outstanding Warrants to purchase an aggregate
of  247,513  shares  of  Common Stock of  the
Company.

RECAPITALIZATION AGREEMENT

Pursuant  to  a  Recapitalization   Agreement
dated  as  of  December  22,  1992  among the
Company,  Lynton Jet, HM Holdings, a director
of the Company, and two additional investors,
(i) the Company  sold  in  aggregate  to  the
director  and  two additional investors 1,000
shares  of  Series  C  Convertible  Preferred
Stock of the  Company for $1,000,000 in cash,
(ii) HM Holdings  (a)  purchased 2,000 shares
of Series D Preferred Stock  of  the  Company
for  $2,000,000 in cash which was applied  to
reduce   the  Company's  indebtedness  to  HM
Holdings,  (b)  exercised  a  portion  of its
Original Warrant for 848,454 shares of Common
Stock of the Company for an exercise price of
$851,577  in cash which was applied to reduce
the Company's  indebtedness  to  HM Holdings,
and (c) was issued a New Warrant to  purchase
up  to  an additional 99,634 shares of Common
Stock of  the  Company  for $.30 per share at
any  time.  The  number of shares  of  Common
Stock for which the New Warrant and the price
at which such shares were to be purchased was
subject to adjustment  upon the occurrence of
certain events.

Effective September 30,  1996,  Hanson  North
America   (as   successor   to  HM  Holdings)
surrendered  to the Company 2,000  shares  of
Series D Preferred  Stock  of  the Company as
part of the discharge settlement  (the  "Debt
Discharge   Agreement",   see  Note  4).  The
Company  paid  dividends  on  the   Series  D
Preferred Stock of approximately $154,000 and
$118,000    in    fiscal   1995   and   1994,
respectively.   No  dividends  were  paid  in
fiscal 1996.

The four holders of all  of  the  outstanding
shares  of  Series  C  Convertible  Preferred
Stock  (the "Series C Preferred Stock")  have
been offered  by  the Company and have agreed
(effective 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  are  James  G.
Niven, Co-Chairman  and  a  director  of  the
Company,  and  J. O. Hambro Nominees Limited,
which  may  be deemed  to  be  controlled  by
Richard Hambro, Co-Chairman and a director of
the  Company.   This   transaction  has  been
accounted  for  as  an  exchange   of  equity
instruments  with no gain or loss recognized.
The Company paid  dividends  on  its Series C
Convertible   Preferred   Stock   aggregating
$60,000  in  both  fiscal  1995 and 1994.  No
dividends were paid in fiscal 1996.


3.  ACQUISITION AND TRANSFER

ACQUISITION OF DOLLAR AIR SERVICES LIMITED

Pursuant to a Share Purchase  Agreement dated
January   13,   1994  (the  "Dollar  Purchase
Agreement") among  the  Company,  Limited,  a
wholly-owned  subsidiary  of  the Company and
all   of   the   shareholders   (the  "Dollar
Shareholders")   of  Dollar  Air,  a  company
organized  under the  laws  of  England,  the
Company, through  Limited,  acquired  on such
date all of the issued and outstanding shares
of  capital stock of Dollar Air. At the  time
of the  Dollar  Air  acquisition,  Dollar Air
owned  a  75% equity interest in Black  Isle.
In September  1994,  the remaining 25% of the
capital stock of Black  Isle  was acquired by
the Company.

The consideration paid related  to  the above
transactions   was  424,000  Pounds  Sterling
(approximately $642,000)  (including  certain
expenses of the Dollar Shareholders) paid  in
cash  and  the  issuance  of 71,667 shares of
Common  Stock of the Company.  An  additional
5,000 shares  of  Common Stock of the Company
were   issued  in  1996   to   complete   the
transaction.

TRANSFER OF DOLLAR AIR SERVICES LIMITED

In  August   1995,  pursuant  to  a  Business
Transfer  Agreement   with   PDG,  a  company
organized   under   the   laws  of  Scotland,
substantially  all the business,  assets  and
liabilities of Dollar Air and Black Isle were
transferred to PDG in exchange for 50% of the
capital stock of PDG. Simultaneously with the

                F-14
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



consummation     of      the     transaction,
substantially all of the business, assets and
liabilities of P.L.M. Helicopters  Limited, a
company organized under the laws of  Scotland
("PLM")  were  transferred  to  PDG  and  the
shareholders of PLM were issued the remaining
50% of the capital stock of PDG. PDG operates
a   fleet   of   15  helicopters  from  bases
primarily  in  Scotland   and   England,  and
provides  helicopter  support  services   for
industrial  and  utility  applications in the
United  Kingdom. Accordingly,  the  Company's
net investment  in  PDG at September 30, 1995
is  shown  as  investment   in  jointly-owned
company   in  the  accompanying  consolidated
balance sheet and the Company's proportionate
share of the  results  of  operations  of PDG
since the transfer date were reflected in the
accompanying   consolidated    statement   of
operations   under   the   equity  method  of
accounting.

Although  no  assurance  can  be  given,  the
Company intends to dispose of its interest in
PDG  as  soon  as  practicable.  The  Company
expects that it will not sustain a  loss upon
such disposition. Accordingly, the asset  has
been  reclassified  as investment in jointly-
owned company held for resale, and therefore,
the Company's share of  the  gain  or loss in
the  jointly-owned company will no longer  be
recognized   under   the   equity  method  of
accounting. The Company's equity  in the loss
of  jointly-owned  company was immaterial  in
fiscal 1996.
              
                  F-15
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



4.  NOTES PAYABLE AND LONG TERM DEBT

Notes payable at September 30, 1996 and 1995
consist of the following:

<TABLE>
<CAPTION>
                                                       1996              1995
<S>                                               <C>             <C>
  Revolving credit facilities with banks
   with interest at Sterling LIBOR rate
   (6.81% at September 30, 1995) plus 2.5%,
   due on demand.                                           -         $240,533

Long-term debt at September 30, 1996 and 1995
consists of the following:

  Term loans due to HM Holdings with interest
   at Eurodollar LIBOR rate (5.88% at
   September 30, 1995) plus 3.26%.                          -       $2,905,923
  Balance outstanding under revolving credit
   facility with HM Holdings with interest at
   Eurodollar LIBOR rate (5.88% at September
   30, 1995) plus 3.26%.                                    -        3,700,000
  Mortgage due to bank with interest at
   Sterling LIBOR rate (5.94% at September
   30, 1996) plus 2.0%, due in monthly
   installments through April, 2001.                 $340,989          408,608
  Mortgage Note payable to Massachusetts
   Mutual Life Insurance Company with an
   interest rate of 6.69% due in monthly
   installments through January 3, 2006.            8,010,980        8,501,447
  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.      4,000,000                -
  Senior Subordinated Convertible Debentures
   with interest at 10%, payable in the amount
   of 1/3 of the aggregate principal amount
   prior to December 31 of each of the years
   from 1996 to 1998.                                 895,000        2,500,000
  Note payable to finance company with
   interest at Sterling LIBOR rate (6.81% at
   September 30, 1995) plus 3.0% due
   September 30, 1996.                                      -          372,914
  Note payable to finance company with
   interest at Sterling LIBOR rate (5.94% at
   September 30, 1996) plus 4.5% payable in
   monthly installments through August, 1999.         546,035                -
  Notes payable due to finance company with
   an interest rate of 10.5%, due in monthly
   installments through February, 2000.                31,993                -
                                                  $13,824,997      $18,388,892
  Less:
  Unamortized discount on HM Holdings debt                  -         (71,951)
  Amount due within one year                        (986,506)        (924,580)
                                                  $12,838,491      $17,392,361
</TABLE>

                             F-16
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



Maturities of long-term debt for the fiscal
years ending September 30 are as follows:

1997                                                   $     986,506
1998                                                       1,105,412
1999                                                       1,225,159
2000                                                       1,905,145
2001                                                       1,250,713
Thereafter                                                 7,352,062
                                                         $13,824,997

Note payable due to financing company of
$546,000 is collateralized by aircraft with
an aggregate book value of approximately
$782,000. The mortgage of $341,000 is
collateralized by buildings with a net book
value of approximately $650,000.

At September 30, 1996 and 1995, the weighted
average interest rates on short-term
borrowings was 9.2% and 9.3%, respectively.

HM HOLDINGS DEBT

Simultaneous with the  acquisition of the Jet
Centre  in 1990 the Company  entered  into  a
Credit Agreement  dated August 14, 1990 ("the
Credit Agreement")  with HM Holdings in order
to provide the Company  and  Lynton  Jet with
funds  to be used in part to finance the  Jet
Centre Acquisition  and  to finance a portion
of the ongoing working capital  needs  of the
Company  and  the  Jet  Centre.   The  Credit
Agreement  financing  consisted of term loans
in the amount of $2,000,000  and  $10,800,000
to  the Company and Lynton Jet, respectively,
and a revolving credit facility to Lynton Jet
which   provided  for  up  to  $4,200,000  in
borrowings (together, the "Loans").

In connection with the June 22, 1994 issuance
of  the  Mortgage   Note   discussed   below,
$8,000,000 of the net proceeds therefrom were
applied  to the repayment of the Loans.   The
Company's   term  loan  was  repaid  in  full
together with  all  principal payments on the
Lynton Jet term loan  except  for  the  final
payment in the principal amount of $2,905,923
which  would  be  due  on September 30, 1997.
The Credit Agreement also  provided  that the
revolving  credit  loans  of $3,200,000 would
also  be  due  on  September  30,  1997.  The
Company  recorded  an  extraordinary   charge
during  the year ended September 30, 1994  of
$166,000,  representing  the unamortized debt
discount and issuance costs  related  to  the
repaid portion of the Loans. In October 1994,
HM  Holdings loaned the Company an additional
$500,000 under an additional revolving credit
facility,  increasing the aggregate amount of
the revolving  credit facility to $3,700,000.
As a result, prior  to  the completion of the
Debt  Discharge  Transaction   (as  described
below),  the  principal  amount owing  to  HM
Holdings  at  September 30,  1996  under  the
Loans was $6,605,923.

On  November  8,   1996,   a  Debt  Discharge
Agreement   (the "Debt Discharge  Agreement")
was signed by and among Hanson North America,
Inc.  ("Hanson  North  America"),  Millennium
America  Inc.  (formerly named Hanson America
Inc.)   ("Millennium   America"),   and   the
Company, Lynton Jet and Lynton Properties, (a
wholly-owned subsidiary of Lynton Jet). Prior
thereto,  Hanson  North America had succeeded
to  HM Holdings as lender  under  the  Credit
Agreement  and had acquired certain assets of
HM Holdings  including  the equity securities

                 F-17
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



described  below.   Pursuant   to   the  Debt
Discharge Agreement and on November 13, 1996,
Hanson  North  America  was  paid the sum  of
$3,500,000,  and  in  consideration   thereof
(plus other consideration described below and
in  Note  9),  (i)  cancelled  the  Loans and
discharged  all obligations under the  Credit
Agreement except  for certain indemnification
obligations   stated   therein   to   survive
termination of the Loans, (ii) surrendered to
the Company 848,454 shares of Common Stock of
the Company, (iii)  surrendered  Warrants  to
purchase  an  aggregate  of 247,513 shares of
Common  Stock  of  the  Company,   and   (iv)
surrendered   2,000   shares   of   Series  D
Preferred  Stock  of  the  Company (the "Debt
Discharge   Transaction").    The   foregoing
shares and Warrants represented  Hanson North
America's  entire  equity  interest  in   the
Company.   As  provided in the Debt Discharge
Agreement,  the foregoing  transactions  were
deemed  to have  occurred  at  September  30,
1996, and  the  net amount of debt discharged
($6,605,923), less  consideration  given,  is
recorded  as  a  credit to Additional Paid-In
Capital.

In  connection  with   the   Debt   Discharge
Transaction,   Hanson   North   America  also
released  all  security  and liens under  the
Credit   Agreement,   including   its   First
Leasehold Mortgage (the "Leasehold Mortgage")
and Assignment of Rents  on  the  Jet  Centre
facility   operated  by  Lynton  Jet  at  the
Morristown Municipal Airport, Morristown, New
Jersey.   In  addition,  Millennium  America,
which    previously     guaranteed    certain
obligations  of Lynton Jet  which  were  also
secured  by  the  First  Leasehold  Mortgage,
terminated and  released its interests in the
Leasehold   Mortgage.    Millennium   America
continues to guarantee certain obligations of
Lynton Jet to MassMutual.

Interest  expense related to  the  borrowings
from HM Holdings  was approximately $455,000,
$607,000 and $735,000  for  the  years  ended
September    30,   1996,   1995   and   1994,
respectively.

On January 12,  1995,  in connection with the
minimum  net  worth  requirements  under  the
Credit Agreement, HM Holdings agreed to waive
any and all such net worth  requirements  for
fiscal   1994,  fiscal  1995  and  the  first
quarter of  fiscal  1996. On January 5, 1996,
in  connection  with these  requirements,  HM
Holdings agreed to waive any and all such net
worth  requirements   for  the  remainder  of
fiscal 1996 and the first  quarter  of fiscal
1997.  The  Company  received waivers of  the
interest  coverage ratio  requirements  under
the Credit  Agreement for each quarter of the
fiscal years  ended  September  30,  1995 and
1996 and the first quarter of fiscal 1997.

Finova Loan

Simultaneously  with  the  completion of  the
Debt Discharge Transaction,  and  in order to
pay   Hanson  North  America  $3,500,000   in
connection    therewith,   Lynton   Jet,   as
borrower, entered  into  a  Loan and Security
Agreement dated November 13, 1996 with Finova
Capital  Corporation ("Finova"),  as  Lender,
pursuant to  which Finova made a secured loan
to Lynton Jet  in  the  principal  amount  of
$4,000,000 (the "Finova Loan").

The   Finova  Loan  is  collateralized  by  a
security interest in substantially all of the
assets   and   properties   of   Lynton  Jet,
including  a  Leasehold Mortgage on  the  Jet
Centre facility (excluding the portion of the
facility subject to a Leasehold Mortgage held
by  Massachusetts   Mutual   Life   Insurance
Company).  In  addition,  the obligations  of
Lynton Jet under the Finova  Loan  have  been
guaranteed  by  the Company and certain other
subsidiaries of the Company.

                 F-18
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



The  Finova  Loan,   together  with  interest
thereon at the interest  rate  of  10.7%  per
annum shall be repaid in 96 equal consecutive
monthly  payments consisting of (a) principal
and interest  in  an  amount  that will fully
amortize 65% ($2,600,000) of the  Finova Loan
plus  (b)  interest  only,  on  the remaining
(35%) of the principal amount ($1,400,000) of
the  Finova  Loan  calculated  at  10.7%  per
annum.  The remaining unpaid principal  (35%)
of  the  Finova  Loan,  $1,400,000,  shall be
payable on December 1, 2004.

The  Finova  Loan  requires  compliance  with
certain  covenants,  financial and otherwise,
as defined in the loan  agreement,  including
maintaining a minimum tangible net worth  and
a  minimum  earnings, before interest, taxes,
depreciation and amortization, coverage ratio
by both Lynton  Jet,  as borrower, and Lynton
Group, Inc. as guarantor.

THE MASSMUTUAL MORTGAGE NOTE

On June 22, 1994, Lynton Properties issued to
Connecticut  Mutual  Life  Insurance  Company
("Connecticut Mutual")  a  $9,000,000,  6.69%
mortgage   note  due  January  3,  2006  (the
"Mortgage  Note")   with   varying  scheduled
monthly payments of principal  and  interest.
The  Mortgage  Note  is  collateralized by  a
Leasehold Mortgage and Security Agreement and
an Assignment of Leases and Rents, each dated
June 22, 1994, on a lease  between  a certain
tenant  and Lynton Properties relating  to  a
hangar and  office  facility  located  on the
property  at  the  Jet  Centre. Massachusetts
Mutual Life Insurance Company  ("MassMutual")
is  an  assignee of Connecticut Mutual  under
this loan.

In  addition,   the   obligations  of  Lynton
Properties  under  the  Mortgage   Note   are
guaranteed   by  Lynton  Jet  pursuant  to  a
Guaranty  Agreement   dated  June  22,  1994,
between  Lynton  Jet and  Connecticut  Mutual
(the  "Jet Centre Guaranty").   Further,  the
obligations  of  Lynton  Jet  under  the  Jet
Centre    Guaranty,    other   than   certain
environmental and related  obligations,  are,
and  continue to be, guaranteed by Millennium
America  pursuant  to  a  Guaranty  Agreement
dated   June  22,  1994,  between  Millennium
America   and    Connecticut    Mutual   (the
"Millennium  America  Guaranty").    Further,
Millennium America received a one-time fee of
$100,000,  in  1994,  in connection with  the
issuance of the Millennium  America Guaranty.
MassMutual  is  the  assignee of  Connecticut
Mutual.

At September 30, 1996,  1995  and  1994,  the
Company   had  $150,000  in  interest-bearing
funds,  accruing  to  the  Company,  held  in
escrow,  as   additional   security   to  the
Mortgage Note.

10% SENIOR SUBORDINATED CONVERTIBLE
DEBENTURES

In  December  1993, the Company completed  an
off-shore placement  of  $2,500,000 principal
amount of 10% Senior Subordinated Convertible
Debentures   due  December  31,   1998   (the
"Debentures").     The     Debentures    were
convertible  into  shares  of  the  Company's
Common Stock at the option of the  holder  at
any  time  prior  to  maturity  at a price of
$3.75 per share.  The Debentures  may also be
redeemed by the Company at any time  or  from
time-to-time  commencing  July  1995  at  the
Company's option, in whole or in part, at the
redemption  prices  (expressed as percentages
of  the principal amount)  set  forth  below,
plus  accrued  and  unpaid  interest  at  the
redemption  date (and subject to the right of
any record holder  to  receive  the  interest
payable  on  the  applicable interest payment
date that is on or  prior  to  the redemption
date).  If

                F-19
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



redeemed during the periods indicated  below,
the applicable redemption percentage will be:

<TABLE>
<CAPTION>
 FROM                THROUGH                PERCENTAGE
<S>                  <C>                    <C>
July 1, 1996         June 30, 1997                     106%
July 1, 1997         June 30, 1998                     103%
July 1, 1998         and thereafter                    100%
</TABLE>

Prior  to  December  31  of each of the years
from 1996 to 1998, inclusive, the Company has
agreed  to  pay  to  the  trustee   for   the
Debentures,  as  a sinking fund payment, cash
in  the  amount  of  1/3   of  the  aggregate
principal  amount  of the issued  Debentures,
provided    that    Debentures     converted,
reacquired or redeemed by the Company  may be
used,  at  the  principal  amount thereof, to
reduce   the  amount  of  any  sinking   fund
payment.

In connection  therewith,  the  Company  paid
Value Investing Partners, Inc., the placement
agent   for  such  offering  (the  "Placement
Agent"),    a    commission    of    $225,000
representing  nine percent (9%) of the  gross
proceeds.  In addition,  the  Placement Agent
received    from    the    Company   warrants
exerciseable for a period of  ten  years  for
the  purchase of 125,000 shares of the Common
Stock  of  the  Company  at an exercise price
equal to $3.825 per share.   In addition, the
Placement Agent was granted a  right of first
refusal  for  a  period  of three years  from
December 1993 with respect  to any private or
public  equity  or  debt  placement   by  the
Company  through  an underwriter or placement
agent during such period.

During the period from  June 30, 1995 through
January  22,  1996, the Company  was  not  in
compliance  with   the   minimum   net  worth
requirements  of the Debenture Agreement.  As
of January 23,  1996, in connection with such
requirements,  a majority  of  the  debenture
holders agreed to  waive any and all such net
worth requirements for  fiscal 1995 and 1996.
No  assurances  can  be  given   as   to  the
Company's  ability  to  meet future net worth
requirements under the Debenture Agreement or
that additional waivers will  be  received at
appropriate times.

In  fiscal  1996,  the Company repurchased  a
portion of its Debentures  in  the  principal
amount of $540,000 for cash payments totaling
$162,000.  The  Company  realized  a gain  on
redemption  of $287,000, net of related  debt
issuance  costs,  on  these  repurchases.  In
addition,  the   remaining   holders  of  the
Debentures have been given the opportunity to
convert the Debentures into shares  of Common
Stock of the Company at a conversion price of
$.33 per share.  Prior to completion  of  the
Debt Discharge Transaction and refinancing of
the  Jet  Centre  facility  described  above,
there were Debentures in the principal amount
of  $1,960,000  outstanding.  Two holders  of
the Debentures, who  are  affiliates  of  the
Company,  issued their consent to convert the
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).  The Debentures acquired
in  the above transactions  will  be  applied
against  the  sinking  fund  obligations  for
December 31, 1996 and 1997. A charge has been
recorded  to  reflect the value of additional
consideration provided  by  the Company as an
inducement to the above conversion,  however,
such amount is immaterial.

5.  FOREIGN OPERATIONS

Following  is  a  summary of the consolidated
financial position  at September 30, 1996 and
1995 and consolidated  results  of operations
for  each of the three years ended  September
30, 1996,  1995  and  1994  of  the Company's

                 F-20
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



wholly-owned  foreign  subsidiary,   Limited,
located   in  the  United  Kingdom,  and  its
subsidiaries.

<TABLE>
<CAPTION>
                                                   1996                  1995
<S>                                       <C>                    <C>
Summary of financial position:
  Current assets                               $2,855,814           $1,342,944
  Property, plant and equipment, net            1,792,667            1,884,302
  Goodwill, investment in jointly-owned
   company held for resale and other assets     1,431,855            1,461,967
  Total assets                                 $6,080,336           $4,689,213
  
  Current liabilities                          $4,115,839           $3,717,942
  Long-term liabilities                           828,988              367,566
  Equity                                        1,135,509              603,705
  Total liabilities and equity                 $6,080,336           $4,689,213
</TABLE>


Revenues from foreign subsidiaries
represented 57%, 55% and 58% of consolidated
net revenues in 1996, 1995 and 1994,
respectively, and were derived from
geographic regions as specified below:

<TABLE>
<CAPTION>
                                                YEARS ENDED SEPTEMBER 30
                                          1996          1995           1994
<S>                                  <C>            <C>           <C>
Net revenues:
  United States                        $10,192,128    $8,854,266    $8,255,302
  United Kingdom and other European     12,594,198    17,864,880    17,712,043
   countries
  Africa                                         -             -       371,578
  South America                                  -       502,326     1,022,098
                                       $22,786,326   $27,221,472   $27,361,021

Income (Loss) before income tax
   provision and extraordinary item:
  Domestic                              $(273,537)    $(156,122)    $(375,546)
  Foreign                                  543,145   (2,164,031)     (826,862)
                                          $269,608  $(2,320,153)  $(1,202,408)
</TABLE>

There were no dividends from foreign
subsidiaries during 1996, 1995 or 1994.

                F-21
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994


 
6.  COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

Minimum future obligations under operating
leases in effect at September 30, 1996 are as
follows:

<TABLE>
<CAPTION>
Year Ending September 30:
<S>                                             <C>
1997                                                 $519,278
1998                                                  300,782
1999                                                  157,968
2000                                                  157,968
2001                                                  157,968
Thereafter                                          1,421,712
Total minimum lease payments                       $2,715,676
</TABLE>

Rental expense for the years ended September
30, 1996, 1995 and 1994 was approximately
$486,000, $456,000 and $442,000,
respectively.

CAPITAL LEASES

Subsidiaries of the Company in the United
Kingdom lease automobiles which have been
accounted for as capital leases. Aggregate
future minimum lease payments under capital
leases at September 30, 1996, by fiscal year,
are as follows:

<TABLE>
<S>                                                       <C>
1997                                                            $39,244
1998                                                             20,938
1999                                                             18,736
Total minimum lease payments                                     78,918
Less interest portion                                            10,113
Present value of net minimum lease payments                     $68,805
</TABLE>

AIRCRAFT LEASE GUARANTEE

In fiscal 1994,  the  Company acted as broker
in an aircraft leasing transaction between an
aircraft leasing company  and  a  customer of
the   Company.    Under   the  terms  of  the
transaction,  the Company has  guaranteed  to
the leasing company  that  the  Company  will
fund  any  shortfall  if the aircraft is sold
below  a  specified  sales   price   at   the
termination   of   the   lease.    Management
believes  that the fair market value  of  the
aircraft at the termination of the lease will
exceed the specified sales price, and thus no
provision for such guarantee has been made in
the accompanying financial statements.

                F-22
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



HAZARDS AND INSURANCE

The operation  of  helicopters and fixed wing
aircraft  involves  a  substantial  level  of
risk.   Hazards such as  aircraft  accidents,
collisions  and  fire  are  inherent  in  the
providing of aviation services and may result
in losses of life, equipment and revenues.

The  Company  maintains  insurance  of  types
customary  to  the aviation services industry
and in amounts deemed adequate by the Company
to  protect  the Company  and  its  property.
These policies  include  aircraft  liability,
aviation  spares/equipment, all risks,  hull,
products liability, hangar keepers liability,
property   and   casualty,   automobile   and
workers' compensation.   The  Company has not
experienced    significant   difficulty    in
obtaining insurance  and has not incurred any
insured losses in excess  of its property and
liability   coverage.   While   the   Company
believes  that   its  insurance  coverage  is
adequate for its operations,  there can be no
assurance  that  such  insurance coverage  is
now, or will be, adequate to cover any claims
to  which  it  may be subject  or  that  such
levels  of  insurance   may  be  obtained  at
comparable rates in the future.


7.  INCOME TAXES

The  Company  and  its  wholly-owned   United
States  subsidiaries file Federal income  tax
returns on a consolidated basis.  Limited and
its subsidiaries file separate tax returns in
the United Kingdom.

Deferred   income   taxes   recorded  in  the
consolidated balance sheet at  September  30,
1996  and  1995  include deferred tax assets,
primarily  related   to  net  operating  loss
carryforwards,  of $310,000  and  $1,122,000,
respectively, which have been fully offset by
valuation    allowances.     The    valuation
allowances have been established equal to the
full amount of  the  deferred  tax assets, as
the   Company   is   not  assured  at  either
September 30, 1996 and  1995, that it is more
likely than not that these  benefits  will be
realized.  Deferred  tax liabilities resulted
primarily from different  book  and tax basis
of  accumulated depreciation of fixed  assets
in the United Kingdom.

The Company's effective tax rate differs from
the U.S. statutory rate (34%) due to the
following:

<TABLE>
<CAPTION>
                                                  YEAR ENDED SEPTEMBER 30
                                            1996         1995           1994
<S>                                     <C>         <C>           <C>
Expected provision (benefit) at 34%       $91,667    $(788,852)     $(465,259)
Foreign income taxes                      151,206             -              -
Foreign withholding taxes                       -             -         28,175
Benefit not recognized (utilized) on
 operating losses:
  Domestic                               (91,667)        53,082        184,126
  Foreign                                       -       735,770        281,133
Total tax provision                      $151,206            $0        $28,175
</TABLE>

The Company  has unused Federal net operating
loss carryforwards  at  September 30, 1996 of
approximately $770,000 which  expire  through
September  30, 2010.  As a result of the  Jet

                 F-23
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



Centre acquisition  and  the related issuance
of the Original Warrant to  HM  Holdings (see
Note 2), and the conversion of the Debentures
into   Common   Stock   (see   Note  2),  the
utilization  of  the Company's net  operating
loss    carryforwards     is    substantially
restricted under Section 382  of the Internal
Revenue  Code  of  1986, as amended.   Future
realization of the restricted  net  operating
loss  carryforwards  will be limited annually
to   an   amount  generally   calculated   by
multiplying   the   value   of   the  Company
immediately  preceding  the issuance  of  the
Original Warrant and the  conversion  of  the
Debentures  into  Common Stock, respectively,
by the long-term tax  exempt  rates  at those
dates.


8.  EMPLOYMENT AGREEMENT/STOCK OPTIONS

The Company has an employment agreement  with
its Chief Executive Officer extending through
March 31, 1998 providing for a base salary of
$180,000   annually.    The   term   of  this
agreement  may  be extended for an additional
three years under certain conditions relating
to  a  merger or change  of  control  of  the
Company.

In  August   1993,  the  Board  of  Directors
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.  Options
granted  under  the 1993 Plan may  either  be
"incentive  stock   options"  as  defined  in
Section  422  of the Code,  or  non-statutory
stock options.   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 the grant.  As of September 30, 1996,
options  to  acquire  46,669 shares of Common
Stock have been granted  under  the 1993 Plan
and 203,331 options were available for future
grant.

Information with respect to the 1993 Plan and
other options granted, under similar
provisions, to certain directors and officers
of the Company is summarized as follows:

<TABLE>
<CAPTION>
                                                          SEPTEMBER 30
                                              1996         1995         1994
<S>                                       <C>           <C>          <C>
Outstanding at beginning of year             94,176       75,842       110,842
Granted                                       5,001       26,668             -
Cancelled                                  (35,837)      (8,334)      (35,000)
Exercised                                         -            -             -
Outstanding at end of year                   63,340       94,176        75,842
Exerciseable at end of year                  43,340       74,176        75,842
Average price of options outstanding          $1.54        $2.34         $2.84
</TABLE>

                 F-24
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



9.  RELATED PARTY TRANSACTIONS

HANSON TRANSACTIONS

Under   the  Management  Agreement  with   HM
Industries,   Inc.   ("HM   Industries'),  an
affiliate  of  HM Holdings, the  Company  was
obligated   to  provide   complete   aviation
management   services,    including    flight
scheduling,  aircraft utilization management,
provision of pilots,  repair and maintenance,
fueling,   catering   and   bookkeeping   and
accounting through June, 1995.  From June 30,
1995,  until  September 30, 1996  under  this
agreement,  the   Company  was  obligated  to
provide fueling, catering and bookkeeping and
accounting services. HM Industries reimbursed
the Company for actual  costs  of  performing
these   services,  less  $125,000  per  annum
through June  30,  1994.   Subsequent to June
30, 1994, in accordance with the amendment to
the lease dated July 1, 1994,  there  was  no
deduction  in  the  reimbursement amount.  HM
Industries' reimbursements to the Company for
the years ended September 30, 1996, 1995, and
1994   were   $3,985,000,   $6,417,000,   and
$5,732,000 respectively. These reimbursements
have  been  excluded  from  revenues,  direct
costs and selling, general and administrative
expenses  in  the  accompanying  consolidated
financial statements.  At September 30, 1995,
reimbursements  receivable from HM Industries
was $141,000.  No  amount  was  due  from  HM
Industries at September 30, 1996.

Under  the  terms  of  an  Agreement of Lease
entered into August 1990, as  amended in July
1994  ("the  Lease"),  Lynton  Jet  has  been
leasing  to HM Industries office  and  hangar
space  at  the   Jet   Centre   facility   in
Morristown, New Jersey.

In   connection   with   the  Debt  Discharge
Transaction, and on November  8, 1996, Lynton
Jet Centre entered into a Second Amendment to
the   Lease   and   Partial  Assignment   and
Assumption   of   the  Lease   (the   "Second
Amendment") with Hanson  North America (which
prior thereto had merged with  HM  Industries
with Hanson North America being the surviving
entity) and Millennium America Holdings, Inc.
("Millennium  Holdings"). Under the terms  of
the Second Amendment,  Hanson  North  America
assigned  to Millennium Holdings an undivided
one-half interest  in  and to the Lease.  The
Second Amendment provides  that  the  term of
the  Lease shall end on November 7, 2001  and
that no  rent  is  or  shall  be  due for the
remainder  of  the term.  This rent reduction
is considered additional  consideration given
under  the  Debt Discharge Agreement  and  is
recorded as a  reduction  in  the  credit  to
Additional  Paid-In  Capital,  resulting from
the  debt  discharge  (see  Note 4),  and  is
recorded  as  deferred revenue,  current  and
long-term, in the  accompanying  consolidated
balance  sheet.  The  Second  Amendment  also
provides that if at any time during  the term
of the Lease, space sufficient to accommodate
an additional aircraft shall become available
at the Jet Centre facility for rental, Hanson
North  America and Millennium Holdings  shall
have the  right of first refusal with respect
to such available  space  to lease such space
for a period of five years at a predetermined
annual  rate.  The  lease also  provides  for
liquidating damages payable by the Jet Centre
in the event of the termination  of the lease
other  than  by  reason of default by  Hanson
North America and or Millennium Holdings.

In  conjunction with  the  Second  Amendment,
Lynton   Jet,   Hanson   North   America  and
Millennium Holdings entered into a  Jet  Fuel
Agreement  on November 8, 1996 whereby Lynton
Jet agreed to  sell  jet fuel to Hanson North
America and Millennium  Holdings  at  the Jet
Centre  facility  at  a  predetermined price,
based  on Lynton Jet's actual  cost  of  such
fuel, for so long as aircraft of Hanson North
America  and Millennium Holdings are based at
the Jet Centre facility.

                 F-25
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



OTHER TRANSACTIONS

The Company rents office space in London from
a  company   which  is  wholly-owned  by  the
Company's Chief  Executive  Officer.  For the
years  ended  September  30, 1996,  1995  and
1994,  rental  expense  for  this  space  was
$46,000,  $48,000 and $64,000,  respectively.
At September  30,  1995  the Company had non-
interest bearing receivables  from  an entity
controlled by the Chief Executive Officer  of
the  Company in the amount of $191,308.  This
amount   was  written  off  in  fiscal  1996,
pursuant to  a Board of Director's resolution
dated September 10, 1996.

The Company paid $25,000, $27,000 and $50,000
in 1996, 1995  and  1994,  respectively, to a
company   owned  by  one  of  the   Company's
directors   for   management   and   advisory
services rendered.


10.  SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

In connection with the acquisition of Dollar
Air in 1994, the Company acquired assets and
assumed liabilities as follows:

<TABLE>
<CAPTION>
<S>                                                               <C>
Fair value of assets acquired (including goodwill of $2,115,848)    $5,467,345
Value of Common Stock issued                                         (140,000)
Liabilities assumed                                                (4,526,850)
Cash paid                                                             $800,495
</TABLE>

Other non-cash investing and financing
activities for the years ended September 30
are as follows:

<TABLE>
<CAPTION>
   <S>                                                             <C>
1996
    Conversion of senior subordinated convertible debentures for
     common stock                                                   $1,065,000

    Cancellation of debt to HM Holdings, Inc.                       $6,605,923
    Payment to HM Holdings, Inc. for cancellation of debt          (3,500,000)
    Deferred revenue for future rental obligation                  (1,200,000)
    Unamortized debt discount                                         (35,951)
    Tax impact of transaction                                        (154,000)
    Net credit to Additional Paid-In Capital from discharge
     of debt                                                        $1,715,972

1995
    Transfer of assets to jointly-owned company                     $3,533,893
    Liabilities assumed by jointly-owned company                   (2,275,060)
    Investment in jointly-owned company                             $1,258,833
</TABLE>

                 F-26
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



<TABLE>
<CAPTION>
<S>                                                              <C>
1994
    Transfer of fixed assets to aircraft held for resale            $1,529,757
    Value of Common Stock issued in connection with the
     acquisition of Dollar Air and related minority
     interest                                                         $143,750
</TABLE>

Cash paid for interest and income taxes
during the fiscal years were as follows:

<TABLE>
<CAPTION>
                                   1996              1995              1994
<S>                          <C>                <C>               <C>
Interest                        $1,509,512        $1,768,959        $1,949,048
Income taxes                             -                 -            28,175
</TABLE>

11.  ACCRUED EXPENSES

As of September 30, 1996 and 1995,
accrued expenses are summarized as
follows:

<TABLE>
<CAPTION>
                                             1996                 1995
<S>                                     <C>                  <C>
Accrued purchases                         $120,877              $190,312
Aircraft maintenance reserves              231,448                12,712
Payroll and payroll taxes                  200,718               166,888
Interest                                     9,689               183,064
Sales taxes                                 59,110               319,807
Professional fees                           92,971               129,313
Dividends on preferred stocks                    -                57,945
Aircraft management and charter costs       38,849               187,025
Site cleanup cost                           40,000                40,000
Other                                       95,310               132,314
                                          $888,972            $1,419,380
</TABLE>

12.  EMPLOYEE BENEFIT PLANS

The Company has  a voluntary savings plan
covering   substantially   all   of   its
domestic employees.   The  plan qualifies
under  Section  401(k)  of  the  Internal
Revenue  Code.   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.
Contributions related to this  plan  were
$47,000,  $68,000, and $73,000 for fiscal
1996, 1995 and 1994, respectively.

The Company  also has a voluntary savings
plan covering  eligible  employees of its
subsidiaries   in  the  United   Kingdom.
Eligible   employees    may    elect   to
contribute up to 17.5% of their  salaries
to  an  investment  trust.   The  Company
contributes  an  amount equal to 100%  of
the  first 4% of employee  contributions.

                F-27
<PAGE>
            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            SEPTEMBER 30, 1996, 1995 AND 1994



Contributions  related  to this plan were
approximately   $47,000,   $68,000    and
$66,000  for fiscal 1996, 1995, and 1994,
respectively.

13. RENTAL INCOME

A  portion   of   Lynton   Jet's,  Lynton
Properties'    and   Ramapo's   operating
revenue is obtained  from tenants through
rental  payments  as provided  for  under
noncancellable  operating   leases.   The
leases  typically provide for  guaranteed
minimum  rentals  and  other  charges  to
cover certain  operating  costs in excess
of base amounts.

The following is a schedule, by fiscal
year, of minimum future rental income
under noncancellable tenant operating
leases as of September 30, 1996:

<TABLE>
<CAPTION>
<S>                                                    <C>
1997                                                      $3,314,270
1998                                                       2,784,895
1999                                                       2,128,045
2000                                                       1,467,761
2001                                                       1,414,246
Thereafter                                                 4,503,233
Total minimum future rentals                             $15,612,450
</TABLE>

The above schedule includes deferred
annual revenues from Hanson North America
and Millennium Holdings, through 2001,
pursuant to the lease agreement discussed
in Note 9.

                 F-28
<PAGE>








Report of Independent Certified Public
       Accountants on Schedule


Lynton Group, Inc.

In connection with our audits of the
consolidated financial statements of
Lynton Group, Inc. and subsidiaries as of
September 30, 1996, we have also audited
the consolidated schedule included in
this Annual Report (Form l0-K).

In our opinion, the consolidated schedule
referred to above presents fairly, in all
material respects, the information
required to be stated therein.

                                 /s/
                                 Grant
                                 Thornton
                                 LLP


Parsippany, New Jersey
December 24, 1996



                F-29
<PAGE>




    Report of Independent Auditors


The Board of Directors and Stockholders
Lynton Group, Inc.

In connection with our audits of the
consolidated financial statements of
Lynton Group, Inc. and subsidiaries as of
September 30, 1995 and for each of the
two years in the period ended September
30, 1995, we have also audited the
consolidated schedule included in this
Annual Report (Form l0-K).

In our opinion, the consolidated schedule
referred to above presents fairly, in all
material respects, the information
required to be stated therein.

                                 /s/
                                 Ernst &
                                 Young
                                 LLP


MetroPark, New Jersey
December 21, 1995


                 F-30
<PAGE>
     Lynton Group, Inc. and Subsidiaries

 Schedule II-Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                                 BALANCE AT                           BALANCE
                                  BEGINNING                            AT END
                                  OF PERIOD  ADDITIONS  DEDUCTIONS    OF PERIOD
<S>                               <C>         <C>      <C>       <C> <C>
Year ended September 30, 1996:
Allowance for doubtful account     $21,808          -      $(343) (1)  $21,465
Year ended September 30, 1995:
Allowance for doubtful accounts   $291,103    $15,916  $(285,211) (2)  $21,808
Year ended September 30, 1994:
Allowance for doubtful accounts    $10,874   $284,267    $(4,038)     $291,103
</TABLE>


(1)  Represents effect of exchange rate
differences.
(2)  Represents the write-off of doubtful
receivables of $285,211.

In addition, during fiscal 1996, the
Company wrote off approximately $191,000
due from an entity controlled by the
President and CEO of the Company.


                 F-31
<PAGE>



(a) (3) Exhibits

         10.2 Employment Agreement dated
              August 30, 1996 with
              Christopher Tennant


           EMPLOYMENT AGREEMENT,  made as
of  the 30th day of August, 1996, by  and
between LYNTON GROUP, INC., a corporation
organized  and existing under the laws of
the State of  Delaware  (the  "Company"),
and      CHRISTOPHER     TENNANT     (the
"Executive").

          W I T N E S S E T H :

           WHEREAS,      the      Company
acknowledges   and  recognizes  that  the
Executive's skills,  ability,  experience
and knowledge are special and unique  and
are of great value to the Company; and

           WHEREAS,  the  Company desires
to   employ  the  Executive  to   perform
services  for the Company, any present or
future parent,  subsidiary,  or affiliate
of the Company (collectively, the "Lynton
Companies"),    upon    the   terms   and
conditions hereinafter set  forth and the
Executive    desires   to   accept   such
employment.

           NOW,  THEREFORE,  the  parties
hereto hereby agree as follows:

           1.   Employment.   The Company
agrees   to   employ   and   retain   the
Executive,  and  the  Executive  in  turn
agrees  to  be  employed  by the Company,
upon  the  terms and conditions  of  this
Agreement.

           2.   Term.   The employment of
the  Executive  hereunder shall  commence
and be effective  as  of  October 1, 1996
(the  "Commencement  Date")  and,  unless
earlier terminated pursuant hereto, shall
continue  for  a period of eighteen  (18)
months thereafter.   Notwithstanding  the
foregoing, if at any time during the term
hereof,   the   Company  and  the  Lynton
Companies, substantially  as an entirety,
merge, consolidate with or  are  acquired
by  another entity, or substantially  all
of their  assets are sold, or at any time
during the  term hereof there is a change
of the majority  of  the  members  of the
Board of Directors of the Company for any
reason (each  event referred to herein as
a   Merger or Change of Control Event  ),
then  and  in such event, the term hereof
shall be automatically  extended  (unless
earlier terminated pursuant hereto) for a
period  of three (3) years from the  date
of a Merger  or  Change  of Control Event
provided (i) the Executive  voted against
the Merger or Change of Control  Event in
his  capacity  as  a  shareholder  and/or
director  of  the  Company,  and (ii) the
Executive is not offered employment  with
the Company (or any acquiror or successor
thereto) beyond the initial eighteen (18)
month   term  provided  herein  at  terms
acceptable to the parties thereto.

           3.   Nature of the Executive's
Services.

                (a)   The Executive shall
serve as the President and
<PAGE>
Chief Executive  Officer  of the Company,
or   in  lieu  thereof,  in  such   other
positions  as have substantially the same
responsibilities,  and  shall serve as an
executive officer for any  of  the  other
Lynton Companies when and as requested by
the  Board  of  Directors of the Company.
The   Executive   further    agrees,   if
requested,  to continue to serve  on  the
Board of Directors  of the Company and/or
any   of   the  Lynton  Companies.    The
Executive shall  have  general management
responsibility and authority for the day-
to-day operations of the  Company  in all
areas  of  its  business,  shall  provide
direction   and  oversight  with  respect
thereto,  and   shall   be   its   senior
executive  officer,  subordinate  to  the
Chairman  thereof  and  shall perform all
such tasks and duties as may from time to
time be requested.  The Executive  hereby
agrees  to  accept  such appointments and
diligently to perform  the duties of such
positions subject to the  supervision  of
the  Chairman of the Board of the Company
and its Board of Directors.

                (b)   The       Executive
agrees that he will at all times,  to the
best   of  his  ability,  experience  and
talent,  perform  all  of the duties that
may  be required of him pursuant  to  the
express  and  implicit  terms hereof, and
will  devote  substantially  all  of  his
working time, energies  and skills to the
performance  of  such  duties,  provided,
however, that the Company recognizes that
the Executive's services on the boards of
Lynton International Limited  and all its
associated    companies    (collectively,
Lynton International ) requires  a  small
portion  of  his  working  time  and that
notwithstanding  anything to the contrary
contained herein,  the Executive shall be
entitled  to  spend  up  to  10%  of  his
working  hours  in the discharge  of  his
fiduciary duties  as  a  board  member of
Lynton International.

           4.   Restrictive     Covenants
during  the Term of Employment Hereunder.
The  Executive   expressly  agrees  that,
during   the  term  of   his   employment
hereunder, he will not, without the prior
written consent of the Board of Directors
of  the  Company,   render  services  for
compensation, or otherwise,  to any other
person  or legal entity which is  engaged
in a business competitive with or similar
to that of  the  Company  or  any  of the
Lynton   Companies,   as   an   employee,
principal,   agent,   officer,  director,
independent contractor,  or  in any other
capacity,   nor   enter  into  any  other
business affiliation  competitive with or
similar to that of the  Company or any of
the Lynton Companies, including,  without
limitation,   the   establishment   of  a
proprietorship  or the direct or indirect
participation in  a  partnership or joint
venture,  nor  directly   or   indirectly
acquire  a  financial  interest  in   any
enterprise which is engaged in a business
competitive  with  or  similar to that of
the   Company   or  any  of  the   Lynton
Companies provided, however, that nothing
herein contained  shall  be deemed to (i)
prevent  or  limit  the  right   of   the
Executive  to  purchase not more than one
(1%)  percent of  the  capital  stock  or
other securities of any corporation whose
stock or  securities are regularly traded
on  any  public   exchange  or  over-the-
counter,  or (ii) prevent  the  Executive
from investing,  or limit the Executive's
right   to   invest,  in   any   company,
business, entity  or real estate or other
investment which is  not competitive with
the business of the Company or any of the
Lynton Companies as of  the  date hereof,
or  (iii)  prevent  the  Executive   from
engaging  in  philanthropic, eleemosynary
or similar activities, so long as each of
the foregoing activities does not require
the Executive to  devote to that activity
such time as shall in any way inhibit the
Executive from performing his obligations
under this Agreement.

           5.   Compensation.

                (a)   As      of      the
Commencement Date, the Company and/or any
of  the  Lynton  Companies  shall pay the
Executive,  and the Executive  agrees  to
accept, as compensation  for his services
performed under this Agreement,  a salary
at   an  aggregate  annual  rate  of  One
Hundred  Eighty  Thousand (U.S. $180,000)
Dollars. This amount  shall  include  any
and  all  amounts  which may be paid from
time to time to Lynton  International for
office space rented to any  of the Lynton
Companies  or  for any other purposes  as
the parties may  agree.   The Executive's
salary   shall   be  increased  on   each
anniversary date of the Commencement Date
by  any  such  annual   cost   of  living
increase,  based  on  the Consumer  Price
Index for the New York  Metropolitan Area
published from time to time by the United
States Bureau of Labor Statistics, or any
successor index, however  designated,  as
may   be   determined  by  the  Board  of
Directors of  the  Company.   The  salary
shall   be   payable   in  equal  monthly
installments  or on such  other  periodic
basis as the parties may agree.

                (b)   In         addition
thereto, the Executive's performance will
be reviewed by the Compensation Committee
(or if a Compensation Committee does  not
exist,  by the Board of Directors) of the
Company at  least  annually  in  order to
determine  whether  to  pay the Executive
bonus   compensation  based   upon   such
performance.       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.

           6.   Other  Benefits.   During
the term hereof:

                (a)   The Executive shall
be enrolled in all group  insurance plans
that   are  maintained  for  the   senior
executives  of  the Company and/or any of
the Lynton Companies.   Such  plans shall
in   all   cases   include   medical  and
hospitalization  plans, the premiums  for
which shall be paid by the Company and/or
any of the Lynton Companies;

                (b)   The Executive shall
be entitled to participate in the pension
plan of the Company,  and/or  any  of the
Lynton Companies, if any, in effect  from
time to time;

                (c)   The Executive shall
be provided with the use of an automobile
for  normal  and reasonable purposes, and
shall be reimbursed  for  all  normal and
reasonable     expenses    incurred    in
connection   with   the   use   of   such
automobile, including,  but  not  limited
to,  gasoline, parking, tolls, automobile
repairs, insurance, subject to submission
to and approval by the Company, or any of
the Lynton Companies, as the case may be,
of   expense    accounts   supported   by
appropriate documentation.   In  addition
thereto,    the    Executive   shall   be
reimbursed  for  any  federal  and  state
taxes imposed upon the  Executive for his
use  of  such automobile for  normal  and
reasonable purposes.

                (d)   The Executive shall
be eligible  to  participate in any stock
option plans maintained  by  the  Company
for its key employees.

           7.   Expenses.  In addition to
the  reimbursement  of  expenses provided
for in Section 6(c) hereof,  the  Company
and/or any of the Lynton Companies  shall
reimburse  the  Executive for any and all
other  necessary,   customary  and  usual
expenses  reasonably  incurred   by   the
Executive  incident  to  the rendering of
services   by   him   hereunder.     Such
reimbursement   shall   be   subject   to
submission to and approval by the Company
and/or  any  of  the  Lynton Companies of
expense accounts supported by appropriate
documentation.

           8.   Vacation   and  Holidays.
The Executive shall be entitled to twenty
(20)  business days of paid vacation  per
year.   Unused vacation time shall not be
carried over  to  subsequent  years.   In
addition, the Executive shall be entitled
to  observe  all  legal  holidays  of the
State of New Jersey.

           9.   Termination.

                (a)   This      Agreement
shall be terminated in the event  of  the
death   of   the  Executive,  or  of  his
disability to perform substantially those
functions   to  be   performed   by   the
Executive pursuant  to  the terms of this
Agreement  for  a period of  ninety  (90)
consecutive days  or  an aggregate of one
hundred eighty (180) days  in  any twelve
(12) month period, such determination  to
be  made  in  good faith by the Company's
Board of Directors.   In  the  event  the
Executive     disagrees     with     such
determination,   the  Executive  and  the
Company  shall  each   appoint   its  own
physician who shall each promptly examine
the   Executive   and  consult  with  one
another.  In the event the two physicians
do  not  agree  on  the   status  of  the
Executive's   disability,   they   shall,
promptly  and  jointly, appoint  a  third
physician, whose  determination  shall be
binding on all the parties hereto.  After
any  termination  under  this subsection,
neither party will have any obligation to
the  other  hereunder,  except   for  the
Executive's continuing obligations  under
Section 18 hereof.

                (b)   This Agreement  may
be  terminated  immediately  for cause by
the  Company upon written notice.   Cause
shall  include,  without  limitation, the
Executive's  criminal activity,  habitual
absenteeism  or   willful  or  habitually
negligent disregard  of  his  obligations
hereunder or such other conduct as may be
materially  injurious to the business  or
affairs of the  Company  or  any  of  the
Lynton  Companies.   The  Executive shall
thereafter  be entitled to no  additional
compensation   or   other   benefits   of
employment,  nor, respectively, shall the
Company  and/or   any   of   the   Lynton
Companies  be  entitled  to  any  further
services.   After  any  termination under
this subsection, neither  party will have
any  obligation  to the other  hereunder,
except  for  the  Executive's  continuing
obligations under Section 18 hereof.

                (c)   The   Company   may
also  terminate  this  Agreement, without
cause, upon no less than  six (6) months'
prior  written  notice to the  Executive,
such  notice  being   effective  six  (6)
months  from the date it  is  given.   In
such event,  the Executive shall continue
to perform his  services  to  the Company
and/or any of the Lynton Companies  until
the effective date of such notice only in
the  event  that the Company, in its sole
discretion,  so   requests.   After   any
termination    under   this   subsection,
neither party will have any obligation to
the  other  hereunder   except  that  the
Company  shall be obligated  to  pay  the
Executive   the  compensation  due  under
Section 5(a) hereof, in the equal monthly
installments  specified  in such Section,
for  the  balance  of  the term  of  this
Agreement  unless the Executive  violates
his continuing obligations under Sections
12 or 18 hereof.

           10.  Notices.    All   notices
required   hereby  or  given  under  this
Agreement shall  be  in writing and shall
be  served  by  hand-delivery,  certified
mail,   return  receipt   requested,   or
nationally  recognized  overnight courier
service, at the following  addresses,  or
at  such other address as the parties may
designate to one another in writing:

                If to the Company:

                Lynton Group, Inc.
                9 Airport Road
                Morristown Municipal Airport
                Morristown, New Jersey 07960
                Attn: Chairman of the Board

                With a copy to:

                David M. Kaye, Esq.
                Danzig, Garubo & Kaye
                75 Livingston Avenue
                Roseland, New Jersey 07068




<PAGE>
                If to Executive:

                Christopher Tennant
                73 Elizabeth Street
                London SW1W 9PJ England

Each such notice shall be deemed given at
the time delivered by hand, if personally
delivered; five business days after being
deposited  in the mail, postage  prepaid,
if  mailed; and  the  next  business  day
after  timely delivery to the courier, if
sent by overnight courier.

           11.  Arbitration.   Except  as
may  be  otherwise  provided  in  Section
12(b)  hereof, any dispute or controversy
between   the   parties   regarding  this
Agreement including, without  limitation,
whether  the  right to compel arbitration
has been waived  or whether grounds exist
for  the revocation  of  this  Agreement,
shall be determined by arbitration in New
Jersey  pursuant  to  the  rules  of  the
American  Arbitration Association then in
effect,  and   judgment  upon  the  award
rendered  may be  entered  in  any  court
having   jurisdiction    thereof.     Any
petition,  process or notice of motion or
other application  to  a  court  or  to a
judge  thereof  may be served outside the
State of New Jersey by registered mail or
certified mail, return receipt requested,
or by personal service,  reasonable  time
for appearance allowed.

           12.  Noncompetition         by
Executive.

                (a)   Upon termination of
the  Executive's employment hereunder for
any reason, including the end of the term
as provided  in  Section  2  hereof,  the
Executive  agrees  not to compete, in the
manner  described hereinafter,  with  the
business  of  the  Company  or any of the
Lynton  Companies  within  the States  of
Connecticut,  New  Jersey,  New  York  or
Pennsylvania, anywhere within  the United
Kingdom,   or   any   other   states   or
jurisdictions in which the Company or any
of  the  Lynton  Companies may operate or
transact  business   on  the  termination
date,   for  a  period  of   six   months
following  the  effective  date  of  such
termination,  except  that,  in the event
the  Executive is terminated pursuant  to
Subsection  9(c)  hereof,  such six month
period  shall begin on the expiration  of
the term of this Agreement as provided in
Section 2  hereof.   The Executive agrees
that, during such six  month  period,  he
will   not  be  employed  by,  work  for,
advise,  consult with, serve or assist in
any  way,  directly  or  indirectly,  any
party whose  business is competitive with
the activities or business of the Company
or  any  of the  Lynton  Companies.   The
Executive  agrees  further  that  he will
not,   during   such  six  month  period,
purchase or otherwise  acquire,  directly
or  indirectly, any interest of any  kind
in any such business which is competitive
with  that  of  the Company or any of the
Lynton    Companies.     The    foregoing
restrictions   on   competition   by  the
Executive  shall  be  operative  for  the
benefit  of  the  Company  and the Lynton
Companies  and of any business  owned  or
controlled by  the  Company or the Lynton
Companies, or any successor  or assign of
any of the foregoing.  In the  event that
the provisions of this Section 12  should
ever  be  deemed  to  exceed  the time or
geographic   limitations   permitted   by
applicable  laws,  then  such  provisions
shall be reformed to the maximum  time or
geographic   limitations   permitted   by
applicable laws.

                (b)   The parties hereto,
recognizing  that irreparable injury will
result  to the  Company  and  the  Lynton
Companies, their business and property in
the event  of  the  Executive's breach of
his covenant herein not  to  compete, and
that such covenant is a material  part of
the   consideration   upon   which   this
Agreement  is  founded, agree that in the
event of the Executive's  breach  of this
covenant,  the  Company  and  the  Lynton
Companies  shall be entitled, in addition
to  any  other   remedies   and   damages
available  to  them, to an injunction  to
restrain  the violation  thereof  by  the
Executive,    his    partners,    agents,
servants,  employers,  employees and  all
persons  acting  for  or with  him.   The
Executive represents and  admits  that in
the  event  of  the  termination  of  his
employment  hereunder, the enforcement of
a remedy for  a violation of this Section
12 by way of injunction  will not prevent
him from earning a livelihood.

           13.  Waiver.     Failure    to
insist upon strict compliance with any of
the terms, covenants or conditions hereof
shall  not  be  deemed a waiver  of  such
term, covenant or  condition,  nor  shall
any waiver or relinquishment of any right
or  power   hereunder  at any one time or
more   times   be  deemed  a  waiver   or
relinquishment of  such right or power at
any other time or times.

           14.  Severability.         The
invalidity  or  unenforceability  of  any
provision  hereof  shall in no way affect
the  validity  or enforceability  of  any
other provision.   The  parties  to  this
Agreement  agree  and  intend  that  this
Agreement  shall  be enforced as fully as
it  may  be  enforced   consistent   with
applicable statutes and rules of law.

           15.  Benefit.              The
Executive's rights and interest hereunder
may   not   be   assigned,   pledged   or
encumbered  by him.  This Agreement shall
inure to the  benefit  of  and be binding
upon  the  Company,  its  successors  and
assigns,  including, without  limitation,
any corporation  which may acquire all or
substantially all of the Company's assets
or business or with  or  into  which  the
Company  may  be  consolidated or merged,
and to the benefit  of,  and  be  binding
upon,    the    Executive,   his   heirs,
executors,   administrators   and   legal
representatives.

           16.  Entire  Agreement.   This
Agreement    sets    forth   the   entire
understanding of the parties  hereto with
respect to the subject matter hereof, may
be  modified only by a written instrument
duly   executed   by   each   party,  and
supersedes    all   existing   agreements
between  them  concerning   such  subject
matter,   provided,  however,  that   the
Employment  Agreement  dated June 1, 1993
between  the  parties hereto  (the  "1993
Employment Agreement")  shall  be binding
and    remain   in   effect   until   the
Commencement  Date,  after which the 1993
Employment  Agreement  shall   be  of  no
further force and effect.
           17.  Applicable   Law.    This
Agreement  shall  be  governed  by,   and
construed   and  enforced  in  accordance
with,  the  laws  of  the  State  of  New
Jersey,   without    giving   effect   to
principles of conflicts of law.

           18.  Nondisclosure          of
Information  Concerning  Business.  It is
understood   and   conclusively    agreed
between  the  parties hereto that, during
the term of his employment, the Executive
will   be   dealing   with   confidential
information used  by  the  Company and/or
any of the Lynton Companies in the course
of  their  respective  businesses.    The
Executive  specifically  agrees  that  he
will not at any time, during or after the
term  of  this Agreement, in any fashion,
form  or  manner,   either   directly  or
indirectly,    divulge,    disclose    or
communicate   to  any  person,  firm   or
corporation or  use  other  than  in  the
necessary  course  of his employment, any
information  of  any  kind,   nature   or
description,     pertaining    to    such
confidential   matters    affecting    or
relating  to  the business of the Company
and/or  any  of  the   Lynton  Companies,
including,   without  limitation,   their
manner of operation,  their  customer and
supplier  lists,  plans and financial  or
other  data  of  any  kind,   nature   or
description.    For   purposes   of  this
provision,   "confidential   information"
shall not include information  (a)  which
is  presently  public  knowledge or which
hereafter   becomes   public    knowledge
through  no  fault  of the Executive  nor
through his violation  of this Agreement,
or (b) which is properly  provided to the
Executive  without  restriction   by   an
independent third party, or (c) which the
Executive  can  clearly  demonstrate  was
already  in his possession at the time of
its receipt  from  the Company and/or any
of  the  Lynton Companies.   The  parties
hereto stipulate  that,  as between them,
the  foregoing  matters  are   important,
material  and  confidential  and  gravely
affect   the   effective  and  successful
conduct of the business  of  the  Company
and   the  Lynton  Companies,  and  their
goodwill,  and  that  any  breach  of the
terms  of  this  Section 18 is a material
breach of this Agreement.   The  terms of
this   Section   18   shall  survive  the
expiration or other termination  of  this
Agreement.

           19.  Negotiated     Agreement.
This  is  a  negotiated agreement.   This
Agreement shall  not be construed against
the Company by reason  of  this Agreement
being prepared by counsel to the Company.

           IN   WITNESS   WHEREOF,    the
parties  have  executed this Agreement as
of the date first above written.




LYNTON GROUP, INC.


                                 By: /s/Richard Hambro         
             Name: Richard Hambro        
                  Title: Chairman


                                    /s/Christopher Tennant
              Christopher Tennant

<PAGE>