SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

(Mark one)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the period ended December 31, 1996

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number 0-28428

                              AIRNET SYSTEMS, INC.
         ______________________________________________________________
             (Exact name of registrant as specified in its charter)

             Ohio                                         31-1458309
_______________________________                       __________________
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                3939 International Gateway, Columbus, Ohio 43219
         ______________________________________________________________
               (Address of principal executive offices) (Zip Code)

                                 (614) 237-9777
         ______________________________________________________________
              (Registrant's telephone number, including area code)

                                 Not Applicable
         ______________________________________________________________
              (Former name, former address and former fiscal year,
                          if changed since last report)

   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 _____

Common Shares, $.01 Par Value,
   Outstanding as of February 10, 1997  -  12,621,083



                          Index to Exhibits at page 13
                               Page 1 of 44 pages.



<PAGE>


                              AIRNET SYSTEMS, INC.

              FORM 10-Q FOR FISCAL QUARTER ENDED DECEMBER 31, 1996




PART I:  FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)

  Condensed Consolidated Balance Sheets as of December 31, 1996 and
  September 30, 1996 ......................................................  3


  Condensed Consolidated Statements of Operations for the three months
  ended December 31, 1996 and 1995 ........................................  4


  Condensed Consolidated Statements of Cash Flows for the three months
  ended December 31, 1996 and 1995 ........................................  5


  Notes to Condensed Consolidated Financial Statements ....................  6


Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of  Operations .......................................  8


PART II: OTHER INFORMATION

Items 1 through 6 ......................................................... 11


Signatures ................................................................ 12



                                      -2-
<PAGE>
<TABLE>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                              AIRNET SYSTEMS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                              December 31,       September 30,
                                                                 1996                1996
                                                             --------------     --------------
                                                              (Unaudited)
<S>                                                           <C>                 <C>         
ASSETS
Current assets:
     Cash                                                     $  9,541,003        $ 11,405,672
     Accounts receivable:
        Trade, less allowances                                   5,969,424           6,849,606
        Shareholder, affiliates, and employees                     207,571             260,220
     Spare parts and supplies                                    5,012,284           5,195,917
     Deposits and prepaids                                       3,682,624           2,979,580
                                                              ------------        ------------
Total current assets                                            24,412,906          26,690,995

Net property and equipment                                      45,573,622          40,721,952

Other assets:
     Intangibles, net of accumulated amortization                1,673,861           1,741,091
     Other                                                       3,014,900              51,860
     Deferred tax asset                                          4,115,057           5,803,057
                                                              ------------        ------------
Total assets                                                  $ 78,790,346        $ 75,008,955
                                                              ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                         $  2,675,586        $  3,686,733
     Salaries and related liabilities                            1,647,296           1,223,820
     Accrued expenses                                              443,453             553,359
     Deferred taxes                                                208,995             208,995
                                                              ------------        ------------
Total current liabilities                                        4,975,330           5,672,907

Deferred tax liability                                           3,397,062           3,397,062

Shareholders' equity:
     Preferred stock, $.01 par value; 10,000,000 shares
       authorized; and no shares issued and outstanding               --                  --
     Common stock, $.01 par value; 40,000,000 shares
       authorized; and 12,475,128 and 12,317,835 shares
       issued and outstanding  at December 31, 1996
      and September 30, 1996, respectively                         124,751             123,178
     Additional paid-in-capital                                 77,874,855          75,929,927
     Retained earnings                                          (7,581,652)        (10,114,119)
                                                              ------------        ------------
Total shareholders' equity                                      70,417,954          65,938,986

                                                              ------------        ------------
Total liabilities and shareholders' equity                    $ 78,790,346        $ 75,008,955
                                                              ============        ============

   See notes to condensed consolidated financial statements

</TABLE>

                                      -3-
<PAGE>
<TABLE>
                              AIRNET SYSTEMS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited)

                                                                     Three months ended
                                                                        December 31,
                                                              -----------------------------
                                                                  1996              1995
<S>                                                           <C>               <C>        
Revenues
   Air transportation                                         $19,392,498       $17,090,062
   Fixed base operations                                          366,432           251,169
                                                              -----------       -----------
Total revenues                                                 19,758,930        17,341,231

Costs and expenses
   Air transportation                                          13,657,494        12,051,022
   Fixed base operations                                          309,352           209,315
   Selling, general and administrative                          1,571,617         2,891,452
                                                              -----------       -----------
Total costs and expenses                                       15,538,463        15,151,789
                                                              -----------       -----------
Income from operations                                          4,220,467         2,189,442
Interest expense                                                     --             372,326
                                                              -----------       -----------
Income before income taxes                                      4,220,467         1,817,116
Provision for income taxes (note 4)                             1,688,000              --
                                                              -----------       -----------
Net income                                                    $ 2,532,467       $ 1,817,116
                                                              ===========       ===========

Net income per common share (note 5)                          $      0.20              --
                                                                                ===========

Weighted average common shares outstanding                     12,435,805              --

Pro forma information (note 5):
   Historical income before income taxes                                        $ 1,817,116
   Pro forma adjustments other than income taxes                                  1,487,140
                                                                                -----------
   Pro forma income before income taxes                                           3,304,256
   Pro forma tax provision on pro forma income (note 4)                           1,321,702
                                                                                -----------
   Pro forma net income                                                         $ 1,982,554
                                                                                ===========

   Pro forma net income per common share                                        $      0.23
                                                                                ===========

 Weighted average common shares outstanding                                       8,631,359


See notes to condensed consolidated financial statements

</TABLE>


                                      -4-
<PAGE>
<TABLE>
                              AIRNET SYSTEMS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)

                                                                      Three months ended
                                                                          December 31,
                                                                 ------------------------------
                                                                   1996                 1995
                                                                 --------             -------- 
<S>                                                           <C>                 <C>         
Operating activities
Net income                                                    $  2,532,467        $  1,817,116
Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                                2,276,041           2,142,519
    Amortization of intangibles                                     67,230             108,975
    Deferred taxes                                               1,688,000                --
    Provision for losses (gains) on accounts receivable              9,000              (9,000)
    Deferred compensation                                             --                42,008
    Loss (gain) on disposition of assets                          (187,675)              2,635
    Change in operating assets and liabilities:
      Accounts receivable                                          924,131            (457,016)
      Spare parts and supplies                                     183,633            (250,496)
      Prepaid expenses                                            (703,044)           (408,530)
      Accounts payable                                          (1,215,467)          1,909,080
      Accrued expenses                                            (109,906)            759,380
      Salaries and related liabilities                             423,476            (524,806)
      Other, net                                                   (93,000)               --
                                                              ------------        ------------
Net cash provided by operating activities                        5,794,886           5,131,865

Investing activities
Acquisition of Float Control, Inc., net
   of cash acquired (Note 3)                                      (719,519)               --
Purchase of property and equipment                              (9,170,036)         (3,455,779)
Proceeds from the sale of property and equipment                 2,230,000                --
                                                              ------------        ------------
Net cash used in investing activities                           (7,659,555)         (3,455,779)

Financing activities
Proceeds from shareholder notes receivable                            --                40,588
Repayment of borrowings under the revolving
   credit facility                                                    --            (1,150,000)
Repayment of long-term debt                                           --            (2,126,569)
Proceeds from the issuance of long-term debt                          --             1,748,000
Distributions to shareholders                                         --              (423,571)
                                                              ------------        ------------
Net cash used in financing activities                                 --            (1,911,552)
                                                              ------------        ------------

Net decrease in cash                                            (1,864,669)           (235,466)
Cash at beginning of period                                     11,405,672             238,394

                                                              ------------        ------------
Cash at end of period                                         $  9,541,003        $      2,928
                                                              ============        ============

See notes to condensed consolidated financial statements

</TABLE>

                                      -5-
<PAGE>


                              AIRNET SYSTEMS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation

AirNet Systems,  Inc. (the "Company")  operates a fully integrated  national air
transportation   network  which  provides  delivery  service  for  time-critical
shipments for customers in the U.S. banking industry and other  industries.  The
Company also offers retail  aviation fuel sales and related ground  services for
customers in Columbus, Ohio.

The accompanying condensed consolidated financial statements (unaudited) include
the accounts of AirNet  Systems,  Inc.  and its  subsidiaries.  These  financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions of Form
10-Q and  Article 10 of  Regulation  S-X.  Accordingly,  they do not include all
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.  These financial statements should be read in
conjunction with the fiscal year ended September 30, 1996 consolidated financial
statements of AirNet Systems,  Inc.  contained in the Annual Report on Form 10-K
(File No.  0-28428)  for  additional  disclosures  including  a  summary  of the
Company's accounting policies, which have not significantly changed.

The financial  information included herein reflects all adjustments  (consisting
of normal  recurring  adjustments)  which are,  in the  opinion  of  management,
necessary for a fair  presentation of the results of interim periods.  Operating
results  for the  three  months  ended  December  31,  1996 are not  necessarily
indicative of the results to be expected for the year ending September 30, 1997.

The preparation of the condensed consolidated financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes  thereto.  Actual results could differ from
those estimates.


2.   Initial Public Offering

On May 31,  1996,  the  Company  completed  its  initial  public  offering  (the
"Offering") which raised approximately $82.7 million, net of expenses.  Proceeds
were used to repay outstanding debt,  repurchase an outstanding warrant and make
distributions  to former  shareholders and to provide working capital to finance
future acquisitions and internal growth.


3.  Acquisitions

Effective  October 24, 1997, the Company  acquired Float Control,  Inc.  ("Float
Control")  through the merger of a  wholly-owned  subsidiary of the Company into
Float  Control.  Float  Control was owned by certain  executive  officers of the
Company and two other  individuals  and holds a 19% equity interest in The Check
Exchange System Co. (the "CHEXS Partnership").  The CHEXS Partnership operates a
national net settlement switch utilized by members of the National Clearinghouse
Association  pursuant to which such member banks are able to settle transactions
with other members rather than maintaining individual accounts with each member.


                                      -6-
<PAGE>



Pursuant to the Plan and Agreement of  Reorganization  and Plan and Agreement of
Merger,  each  effective as of September 30, 1996,  the Company  issued  157,293
Common Shares and paid approximately $725,000. The acquisition was accounted for
under the purchase method of accounting.

Subsequent to December 31, 1996, the Company  closed the  acquisition of Express
Convenience  Center,  Inc. d/b/a ECC Worldwide  Services in exchange for 145,955
Common Shares.

4.   Income Taxes and Pro forma Income Taxes

Prior to the Offering,  the Company's  income was taxed under the  provisions of
Subchapter S of the Internal  Revenue Code of 1986,  which provides that in lieu
of corporate  income taxes,  the  shareholders of the S Corporation are taxed on
their  proportionate  share  of the  Company's  taxable  income.  Therefore,  no
provision  for federal and certain  state income taxes has been  included in net
income for the three months ended  December  31,  1995.  However,  the pro forma
section of the statement of  operations  does include an estimate of taxes as if
the Company were a C  Corporation  during the three  months  ended  December 31,
1995.

Upon  completion  of  the  Offering,  the  Company  ceased  to  qualify  as an S
Corporation and was subject to corporate  income taxes. The Company has recorded
tax expense of $1,688,000  related to its  operations for the three months ended
December 31, 1996.  Differences  arising  between the provision for income taxes
and the amount  computed by applying the  statutory  federal  income tax rate to
income before  income taxes for the three months ended  December 31, 1996 relate
primarily  to the  differences  between  using the accrual  basis for  financial
reporting  purposes and the cash basis for income tax reporting purposes and the
use of  accelerated  depreciation  rates  on  property  and  equipment  for  tax
purposes.


5.   Pro Forma Information

The pro forma  statement of operations  for the three months ended  December 31,
1995  presents the pro forma  effects on the  historical  financial  information
reflecting  certain  Offering  related  transactions  as if they had occurred on
October 1, 1995. The following is a summary of such pro forma adjustments:

                                                            Three months
                                                               ended
                                                            December 31,
                                                                1995
                                                           ---------------
The elimination of interest expense related to the debt         $ 372,327
   repaid
The elimination of payments under the Wright Agreement            320,108
The elimination of amortization expense related to the
   covenant not to compete asset write-off                         63,430
The elimination of deferred compensation expense for               56,059
   certain key employees
A reduction of compensation expense for executive
   officers based on new employment arrangements                   36,688
The elimination of employee stock purchase agreement
   expense for certain key employees                              638,528
                                                           --------------
Total pro forma adjustments other than income taxes            $1,487,140
                                                           ==============


Pro forma  earnings per share for the three  months  ended  December 31, 1995 is
based on the weighted  average  number of Common Shares  outstanding  during the
period,  including the effect of the 2,650,764  Common Shares subject to certain
warrants which were outstanding during the three months ended December 31, 1995.
One of the  warrants  was  subsequently  purchased  by the  Company and a second
warrant was exercised in conjunction with the Offering.


                                      -7-
<PAGE>

                               AIRNET SYSTEMS, INC

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


Safe Harbor Statement

Certain matters discussed in this Quarterly Report on Form 10-Q, including,  but
not limited to, information  regarding future economic performance and plans and
objectives of the Company's  management  are forward  looking  statements  which
involve risks and  uncertainties.  The  following  risks and  uncertainties,  in
addition to the other risks previously  disclosed in the Company's  filings with
the Securities and Exchange  Commission and press  releases,  could cause actual
results to differ materially from those contemplated in any such forward looking
statement:  potential regulatory changes by the Federal Aviation  Administration
or the Federal  Reserve  which could  increase  the level of  regulation  of the
Company's  business;  adverse  weather  conditions;  technological  advances and
increases  in  the  use of  electronic  funds  transfers,  and  other  economic,
competitive and governmental factors affecting the Company's markets, prices and
other facets of its operations.


Results of Operations

THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THREE MONTHS ENDED 
DECEMBER 31, 1995

Revenues  were $19.8  million for the three months ended  December 31, 1996,  an
increase  of $2.4  million,  or 13.9%,  over the same  period  of  fiscal  1996.
Revenues from check delivery increased $1.9 million,  or 12.9%. Of the increase,
$0.6 million is attributable to price  increases  effective  January 1, 1996 and
$0.7 million can be attributed to the Midway Aviation  acquisition.  The balance
is due to increased  business  activity and  increases in total weight  shipped.
Small package delivery revenues increased $0.4 million,  or 17.3%, due primarily
to increased activity from both new and existing customers.

Total costs and expenses were $15.5 million for the three months ended  December
31, 1996, an increase of $0.4 million,  or 2.6%,  over the same period in fiscal
1996,  resulting in income from  operations of $4.2 million for the three months
ended  December 31, 1996  compared to $2.2 million for the same period of fiscal
1996. Air transportation expenses were up $1.6 million, or 13.3%, while selling,
general and administrative  expenses  decreased $1.3 million,  or 45.6%, for the
three month period.

Air  transportation  costs  increased  due, in part,  to the addition of air and
ground  personnel  required  to  service  a  larger  fleet of  aircraft  and the
increased volume of activity.  In addition,  depreciation expense increased $0.2
million,  or 9.8%, due to the increased size of the Company's fleet,  which grew
from 67 owned aircraft at December 31, 1995 to 88 owned aircraft at December 31,
1996. A rise in fuel prices coupled with increased flight hours contributed to a
$0.4 million, or 20.7%, increase in aircraft fuel expense. The Company has begun
to pass on the rise in fuel  prices to its  customers  through  its fuel rebate/
surcharge program.  The increased fleet size and flight hours also resulted in a
$0.2 million, or 13.5%,  increase in maintenance  expense.  The fleet growth and
additional  vehicles  required  to support  the  increased  volumes  resulted in
increased insurance costs of $0.1 million, or 22.6%.


                                      -8-
<PAGE>



Selling,  general and  administrative  expenses  decreased  primarily due to the
termination  of stock  purchase  agreements  (which  resulted in a $0.7  million
decrease) and the  termination of a covenant not to compete (which resulted in a
$0.4 million  decrease).  All were effective in  conjunction  with the Company's
initial  public  offering  (the  "Offering")  in May 1996.  The  stock  purchase
agreements  were  with  certain   executive   officers  and  had  been  tied  to
appreciation in the book value of the Common Shares of the Company. The covenant
not to compete  required  payments  based on the Company's cash flow and debt to
equity ratio.

Interest  costs  decreased  $0.4  million  as a result of the  repayment  of all
outstanding debt in June 1996 with proceeds from the Offering.

The Company  operated as an S Corporation  under the Internal  Revenue Code from
1988 until it elected to terminate its S Corporation  status in conjunction with
the Offering. Under its Subchapter S election,  shareholders of the Company were
taxed directly on the Company's  income and,  consequently,  the Company was not
subject to federal and certain state income taxes at the corporate level for the
three months ended  December  31,  1995.  The Company  recorded net deferred tax
expense of $1.7 million for the three months ended  December 31, 1996 related to
the income tax expense on income for the period.

Pro  forma  information   reflects  the  effects  of  certain  Offering  related
transactions  on the statement of operations for the three months ended December
31,  1995 as if they  occurred on October 1, 1995.  See Note 5 to the  Condensed
Consolidated Financial Statements included herein.

Adjusted  pro forma net  income per share was $0.16 for the three  months  ended
December  31,  1995 with the  assumption  that the Common  Shares  issued in the
Offering were outstanding for the entire period.


Liquidity and Capital Resources

CASH FLOW FROM OPERATING ACTIVITIES. Net cash flow from operating activities was
$5.8  million for the three months  ended  December  31, 1996,  compared to $5.1
million for the same  period in fiscal  1996.  The  increase in fiscal 1997 cash
flow is primarily the result of cash generated through operations.  Net revenues
increased 13.9% over first quarter fiscal 1996 levels,  while operating expenses
increased  only 2.6%.  To support  its  expanding  aircraft  fleet,  the Company
acquired  spare parts  inventory  and a spare jet engine  from a former  Learjet
service center for approximately $0.7 million.

CURRENT CREDIT  ARRANGEMENTS.  The Company  maintains a credit  agreement with a
bank that  provides a $50.0  million,  five  year,  unsecured  revolving  credit
facility.  The  credit  agreement  limits the  availability  of funds to certain
specified percentages of accounts receivable,  inventory and the wholesale value
of aircraft and equipment.  In addition,  the agreement requires the maintenance
of certain minimum net worth and cash flow levels,  imposes certain  limitations
on payments of dividends,  restricts the amount of additional  debt and requires
prior bank approval for certain acquisitions. There were no borrowings under the
credit agreement at December 31, 1996.

INVESTING  ACTIVITIES.  Capital  expenditures totaled $9.2 million for the three
months ended December 31, 1996,  compared to $3.5 million for the same period in
fiscal 1996.  Approximately  $6.2 million was  incurred in  connection  with the
purchase of six (6) new aircraft and the  remainder  was incurred  primarily for
flight  equipment and delivery  vehicles.  The Company  anticipates it will have
approximately  $20.0  million  in total  capital  expenditures  in fiscal  1997,
excluding any  acquisitions of new businesses.  The Company  anticipates it will
continue to acquire  aircraft  and flight  equipment  as  necessary  to maintain
growth and continue  offering  quality service to its customers.  The Company is
also  currently  considering  an  expansion  of  its  facilities.   However,  no
definitive arrangements or agreements have been reached.


                                      -9-
<PAGE>


On October 24, 1996, the Company acquired all of the outstanding shares of Float
Control  Inc.  as a result of the  merger of a  wholly-owned  subsidiary  of the
Company into Float  Control.  In connection  with the  acquisition,  the Company
issued 157,293 Common Shares of the Company and paid  approximately $0.7 million
in cash.  As a result of this  acquisition,  the Company holds a 19% interest in
The Check  Exchange  System  Co.  (CHEXS  Partnership).  The  CHEXS  Partnership
operates a national net  settlement  switch  utilized by members of the National
Clearinghouse Association pursuant to which such member banks are able to settle
transactions with other members rather than maintaining individual accounts with
each member.

Subsequent to December 31, 1996, the Company  closed the  acquisition of Express
Convenience  Center,  Inc.  d/b/a ECC  Worldwide  Services,  a small package air
freight  forwarder,  in exchange for 145,955 Common Shares.  The  acquisition is
expected to add up to 1,800 new small  package  customers to the  Company's  air
transportation system.

The Company anticipates that operating cash and capital expenditure requirements
will continue to be funded by cash flow from  operations,  cash on hand and bank
borrowings.


Seasonality and Variability in Quarterly Results

The Company's  operations  historically have been somewhat seasonal and somewhat
dependent on the number of banking  holidays  falling  during the week.  Because
financial  institutions  are currently the Company's  principal  customers,  the
Company's  air system is  scheduled  around the needs of  financial  institution
customers.  When  financial  institutions  are closed,  there is no need for the
Company to operate a full system.  The Company's  first fiscal  quarter is often
the most  impacted  by bank  holidays  (including  Thanksgiving  and  Christmas)
recognized by its primary customers.  When these holidays fall on Monday through
Thursday,  the  Company's  revenue and net income are  adversely  affected.  For
example,  the quarter  ended  December 31, 1996  contained  only 47 days of full
operation for the Company,  while the quarter ended  December 31, 1995 contained
49 days. The Company's annual results fluctuate as well.

Operating  results are also  affected  by the  weather.  The  Company  generally
experiences higher  maintenance costs during its second quarter.  Winter weather
requires  additional  costs for  de-icing,  hangar  rental  and  other  aircraft
services.  The Company's cash flows are also  influenced by the budget cycles of
its primary  customers.  Many financial  institutions  have calendar year budget
cycles and desire to pay for December  services  prior to year end. This results
in increased  cash flows for the  Company's  first fiscal  quarter but decreased
cash flows in January and February.


                                      -10-
<PAGE>

                              AIRNET SYSTEMS, INC.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings. Not Applicable

Item 2.  Changes in Securities.

         On October 24, 1996, the Company acquired Float Control, Inc. through a
         merger of Float  Control,  Inc. into a  wholly-owned  subsidiary of the
         Company.  In  connection  with this  transaction,  the  Company  issued
         157,293 Common Shares to former shareholders of Float Control, Inc. The
         Common Shares issued were valued at $12.375 per share, or $1,946,501 in
         the aggregate.  The Common Shares issued to former Float Control,  Inc.
         shareholders  were not  registered  under the Securities Act of 1933 in
         reliance upon the exemption from registration  provided by Section 4(6)
         for sales to accredited investors.

Item 3.  Defaults Upon Senior Securities. Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders. Not Applicable

Item 5.  Other Information. Not Applicable

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

         (a) Exhibits:

             EXHIBIT NO.                  DESCRIPTION
             ___________                 _____________

             Exhibit 2(a)  Plan and Agreement of Reorganization, dated September
                           30, 1996, between AirNet Systems, Inc. and Float
                           Control, Inc. See pages 14-34

             Exhibit 2(b)  Plan and Agreement of Merger, dated September 30,
                           1996, among AirNet Systems, Inc., AirNet Merger
                           Corporation and Float Control, Inc. See pages 35-43

             Exhibit 27    Financial Data Schedule.  See page 44


         (b) Reports on Form 8-K:

             No reports on Form 8-K were filed during the three months ended
             December 31, 1996.



                                      -11-
<PAGE>


                              AIRNET SYSTEMS, INC.

                                   SIGNATURES




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







Dated:  February 13, 1997           By: /s/ Eric P. Roy
                                        ___________________________________
                                            Eric P. Roy,
                                            Executive Vice President
                                            (Duly Authorized Officer)
                                            (Principal Financial Officer)


                                      -12-
<PAGE>



                              AIRNET SYSTEMS, INC.

                                INDEX TO EXHIBITS



Exhibit No.                    Description                      Page
___________                    ___________                      ____


  2(a)        Plan and Agreement of Reorganization, dated       14-34
              September 30, 1996, between AirNet Systems,
              Inc. and Float Control, Inc.

  2(b)        Plan and Agreement of Merger, dated September     35-43
              30, 1996, among AirNet Systems, Inc., AirNet 
              Merger Corporation and Float Control, Inc.

   27         Financial Data Schedule                            44




                                      -13-