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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                  FORM 10-K/A

(Mark One)
[X]  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 1998 or

[_]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934


                        COMMISSION FILE NUMBER:  1-7141

                            PS GROUP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                      33-0692068
     (State or other jurisdiction of                        (IRS employer
      incorporation or organization)                     identification no.)

  4370 LA JOLLA VILLAGE DRIVE, SUITE 1050
          SAN DIEGO, CALIFORNIA                                 92122
  (Address of principal executive offices)                    (Zip code)

      Registrant's telephone number, including area code:  (619) 642-2999

          Securities registered pursuant to Section 12(b) of the Act:

      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------
 Common Stock - $1 par value                    New York Stock Exchange
                                                   Pacific Exchange


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

                             ---------------------

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. [_]

State the aggregate market value of the voting stock held by non-affiliates* of
the registrant.

                        $44,397,053 as of March 22, 1999

*Assumes Berkshire Hathaway Inc. (and its subsidiaries) and ESL Partners, L.P.,
owning approximately 19.9% and 19.7%, respectively, of the outstanding shares of
common stock of the Company on March 22, 1999, are not affiliates of the
Company.

   The number of shares of common stock outstanding as of March 22, 1999 was
                                   6,068,313.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Stockholders for the Year 
ended December 31, 1998....................................   PART I and PART II
Portions of Definitive Proxy Statement for the 1999 
Annual Meeting of Stockholders.............................             PART III
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                             EXPLANATORY STATEMENT

This is an amendment to the PS Group Holdings, Inc. (the "Company") annual
report on Form 10-K for the year ended December 31, 1998, filed on March 26,
1999 (the "Original Form 10-K"). The Original Form 10-K is being amended because
certain sections of the Annual Report to Stockholders for the Year ended
December 31, 1998 (which were incorporated by reference as Exhibit 13 to the
Original Form 10-K) were changed to reflect the sale of five BAe 146 aircraft by
the Company's subsidiary, PS Group, Inc., on April 2, 1999.  The changed
sections of the Annual Report to Stockholders for the Year ended December 31,
1998 are: (i) the material under the caption "Forward-Looking Statements" on the
inside front cover; (ii) the section entitled "Aircraft Leasing" on pages 6 to
8; and (iii) Management's Discussion and Analysis of Financial Condition and
Results of Operations on pages 12 to 18.  Exhibit 13, as amended and restated,
is refiled in its entirety with this amendment.  In addition, the caption
"FORWARD-LOOKING STATEMENTS" appearing immediately before "PART I" of the
Original Form 10-K is amended and restated below to reflect the sale of the five
BAe 146 aircraft.  All other portions of the Original Form 10-K are hereby
incorporated by reference.

                           FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements.  Certain information included in this 1998 Form
10-K may be deemed forward-looking, such as: information relating to the future
prospects of the aircraft lessees of PS Group, Inc. (PSG), the aircraft leasing
subsidiary of PS Group Holdings, Inc. (the Company); the possible consequences
of any unscheduled return of aircraft under lease; the possibility of a 1999
sale of one BAe 146 aircraft owned by PSG or the potential future phase-out of
six MD-80 aircraft owned by PSG from the fleet of the applicable lessee and the
impact of such sales or phase-out on PSG's financial condition, results of
operations, and tax benefits; the potential liability for environmental
contamination at the San Francisco International Airport (SFIA), the related
cost of remediation and pending and potential litigation, and the recoverability
of any portion of this cost from third parties; the possibility that future
claims may be made regarding potential soil and groundwater pollution at the Los
Angeles International Airport, the Oakland International Airport, or the
Sacramento International Airport where PSG or PS Trading, Inc. (PST) own fuel
storage facilities and/or pipelines; the estimated income tax liabilities due to
the State of California for the tax years 1987 through 1990 and the estimated
amounts due for other deferred tax liabilities; the tax treatment of the
Company's special distributions to stockholders in 1995, 1996, 1997, and 1998;
the availability of certain tax benefits, and the amount of otherwise-taxable
income against which such benefits may be offset; the amount of 1999 capital
additions; the estimated fair value of oil and gas properties owned by Statex
Petroleum, Inc. (Statex), the oil and gas production and development segment of
the Company, that was used in computing the impairment loss; the quantities of
oil and gas reserves owned by Statex, and the related future net cash inflows
from oil and gas producing activities; the volatility of the prices of crude oil
and natural gas and the resultant effect on Statex including its ability to
remain in compliance with financial loan covenants contained in its separate
bank credit agreement and the Company's ability to pay the principal and
interest outstanding under this credit agreement if the bank is unwilling to
grant future waivers and declares the loan due and payable; and the impact of
Year 2000 issues on the Company. Investors are cautioned that all forward-
looking statements involve risks and uncertainties, including, but not limited
to: the impact of the financial condition and results of operations of the
lessees of PSG's aircraft; the effect of the possible 1999 sale of one BAe 146
aircraft or the potential future phase-out of six MD-80 aircraft from the fleet
of the applicable lessee on the Company's financial condition, results of
operations, and tax benefits; the uncertainties inherent in estimating the cost
of environmental remediation and related pending and potential 
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litigation at SFIA; the uncertainties arising from the potentiality for future
claims relating to pollution at three other airports; the possibility that the
final disposition of tax deficiencies asserted by the State of California will
involve litigation or will be for an amount in excess of the amount estimated by
the Company; the possibility of future adjustments to the deferred income tax
liability; the possibility that the ultimate tax treatment of the special
distributions to stockholders would be different than that determined by the
Company; the efficacy of the transfer restrictions on the Company's common stock
in preserving the Company's substantial tax benefits, the Company's ability to
realize such benefits, and the possible effect of the availability of such
benefits if stockholders of the Company do not vote to extend such transfer
restrictions beyond their scheduled expiration in the year 2000; the impact on
1999 cash flow and borrowings to finance capital additions if capital additions
vary from the current estimate; the impact of the actual quantities of oil and
gas reserves and the related impact of the volatility of the prices of crude oil
and natural gas on Statex, including the possibility of future impairment
losses, the possibility of future non-compliance with financial loan covenants
by Statex, and the possible inability of Statex to obtain waivers from its bank
with respect to such noncompliance; the impact on the business, financial
condition and results of operations of the Company if the Company or its
subsidiaries, or third parties with which they have material business
relationships, are unsuccessful in solving the Year 2000 issues in a timely
manner; the impact of economic conditions on each business segment; the impact
of competition; the impact of governmental legislation and regulation and
possible future changes therein; and other risks detailed in this 1998 Form 10-K
and in other filings the Company has made with the Securities and Exchange
Commission. Should any of such risks or uncertainties materialize or should
other assumptions prove incorrect, actual results or outcomes may vary
materially from those contemplated in such forward-looking statements. The
Company does not undertake to publicly update or revise its forward-looking
statements.


                                   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.


  DATED: April 5, 1999.

                                    PS GROUP HOLDINGS, INC.
                                    (Registrant)


                                    By: /s/ LAWRENCE A. GUSKE
                                        -------------------------------
                                    LAWRENCE A. GUSKE  
                                    Vice President - Finance
                                    and Chief Financial Officer
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               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Annual Report (Form 10-K/A)
of PS Group Holdings, Inc. of our report dated February 5, 1999, included in the
1998 Annual Report to Stockholders of PS Group Holdings, Inc.


 
 
                                              /s/ ERNST & YOUNG LLP

                                              ERNST & YOUNG  LLP



San Diego, California
April 5, 1999
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                               INDEX TO EXHIBITS

(13)  Annual Report to Stockholders - Inside front cover, page 1, and all pages
      following the Letter to Stockholders (replaces in its entirety Exhibit 13
      to the Original Form 10-K).