U. S. Securities and Exchange Commission
                         Washington, D.C. 20549

                              Form 10-QSB 

(Mark One)

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

     For the quarterly period ended March 31, 1998

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

     For the transition period from                      to               
          


                Commission file number     0-10190-0    


                       AERO SERVICES INTERNATIONAL, INC.                   
    
                (Exact name of small business issuer as
                       specified in its charter)


             LOUISIANA                           72-0385274             
   (State or other jurisdiction        (IRS Employer Identification No.)
 of incorporation or organization)


                  660 Newtown-Yardley Road, Newtown, PA 18940              
    
                (Address of principal executive offices


                                (215) 860-5600                             
   
                      (Issuer's telephone number)


  Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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       

  State the number of shares outstanding of each of the issuer's classes of
common equity, as of April 30, 1998:  Common stock (without par value)
6,998,052 shares.

Transitional Small Business Disclosure Format (Check one):  Yes         No  x   





            AERO SERVICES INTERNATIONAL, INC. & SUBSIDIARIES

                                 INDEX 






 PART I -  Financial Information                            Page Number 


Item 1.  Financial Statements
Condensed Consolidated Balance Sheet
March 31, 1997 (unaudited)                                         2    

Consolidated Statement of Earnings
three months and six months ended March 31, 1998
and 1997 (unaudited)                                               3    

Condensed Consolidated Statement of Cash Flows
six months ended December 31, 1998 and 1997
(unaudited)                                                        4    

Notes to Condensed Consolidated Financial Statements
(unaudited)                                                        5    

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


 PART II - Other Information 

Item 1.  Legal Proceedings                                        10    

Item 6.  Exhibits and Reports on Form 8-K                         11    

           AERO SERVICES INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEET
                            MARCH 31, 1998 

(UNAUDITED:  DOLLAR AMOUNTS IN THOUSANDS)

ASSETS 


CURRENT ASSETS
 Cash                                                $    93 
 Customers receivables, less allowance for
  doubtful accounts of $26                               542 
 Inventories                                              94 
 Prepaid expenses and other current assets               415  

TOTAL CURRENT ASSETS                                   1,144 

PROPERTY AND EQUIPMENT, NET                            2,751 

OTHER ASSETS                                             331  

TOTAL ASSETS                                         $ 4,226  


LIABILITIES AND STOCKHOLDERS' DEFICIT 


CURRENT LIABILITIES
 Notes payable                                       $   115 
 Current maturities of long term debt-affiliate        8,592 
 Current maturities of long term debt-other               10 
 Accounts payable-trade                                1,216 
 Accrued expenses
  Property, payroll, and other taxes                   3,158 
  Other                                                  707 
  Affiliate                                            1,923  
TOTAL CURRENT LIABILITIES                             15,721  

LONG-TERM DEBT, less current maturities
 Affiliate                                             7,522 
 Other                                                 3,606  
TOTAL LONG-TERM DEBT                                  11,128  

OTHER LONG TERM LIABILITIES                              232 

REDEEMABLE PREFERRED STOCK                             6,440 

STOCKHOLDERS' DEFICIT 
 Common stock                                          8,702 
 Additional paid-in capital                            3,292 
 Accumulated deficit                                 (41,052) 
                                                     (29,058)

  Less:  Common stock in treasury                        237  

TOTAL STOCKHOLDERS' DEFICIT                          (29,295) 

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT            $ 4,226  









See Notes to Condensed Consolidated Financial Statements.

           AERO SERVICES INTERNATIONAL, INC. AND SUBSIDIARIES
                              CONSOLIDATED
                         STATEMENT OF EARNINGS 

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)



                                 THREE MONTHS ENDED         SIX MONTHS ENDED   
                                     March 31,                    March 31, 
                                 1998         1997          1998         1997 

 NET SALES                      $2,728     $1,786         $5,303       $3,855 

 COST AND EXPENSE 

Cost of sales                    1,089        790          2,208        1,833 
Departmental costs               1,072        768          2,035        1,490 
Administrative costs               238        193            505          423 
Interest expense - other            37         46             94          110 
Interest expense - affiliate       377        364            750          735  

                                   (85)      (375)          (289)        (736)
Gain on sale of certain FBO
 operations                          -         98              -           98 
Other income, net                   20         11             41           61  


 NET LOSS                          (65)      (266)          (248)        (577)

Preferred dividends                (64)       (65)          (129)        (129)
Accretion of preferred stock        (8)       (10)           (16)      $  (20) 
Net loss applicable to
 common shareholders            $ (137)    $ (341)        $ (393)      $ (726) 

Net loss per share - basic      $(0.02)    $(0.05)        $(0.06)      $(0.10) 




















See Notes to Condensed Consolidated Financial Statements.

                    AERO SERVICES INTERNATIONAL, INC.
            CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 

(UNAUDITED: DOLLAR AMOUNTS IN THOUSANDS)
                                                       SIX MONTHS ENDED 
                                                         MARCH 31,      
                                                      1998            1997  
 CASH FLOWS FROM OPERATING ACTIVITIES 

 Net (Loss)                                        $ (248)          $ (577) 
 
 Adjustments to reconcile net income to
  net cash provided by operating activities:
 Depreciation and amortization                        186              168 
 Provision for losses on accounts receivable            5                4 
 Gain on sale of certain FBO operations                 -              (98)
 Gain on sale of fixed assets                           -              (41)
 Other                                                 (2)              12 
 Change in assets and liabilities:
 (Increase) decrease in accounts receivable          (228)              96 
 Decrease in inventory                                (56)              (6)
 (Increase) decrease in other current assets         (177)              83 
 Increase in other assets                             (89)             (17)
 Increase (decrease) in accounts payable              191              (38)
 Increase in property, payroll, and other taxes       114               18 
 Decrease in other current liabilities                (86)            (199)
 Increase in other liabilities - affiliate            492              254 
 Decrease in other long term liabilities               (1)               -  

 Total adjustments                                    349              236  

 Net cash (used in) provided by operating activities  101             (341) 

 CASH FLOWS FROM INVESTING ACTIVITIES 

 Purchases of property and equipment                 (114)             (40) 

  Net cash used in investing activities              (114)             (40) 

 CASH FLOWS FROM FINANCING ACTIVITIES 

 Proceeds from issuance of notes payable - affiliate  100                - 
 Proceeds from issuance of notes payable               75              225 
 Principal payments of notes payable - affiliate     (185)             (18)
 Principal payment of notes payable - other             -              (10)
 Principal payments of long-term debt                 (15)             (23) 

  Net cash provided by (used in) financing activities (25)             174  

 Net decrease in cash & cash equivalents              (38)            (207)
 Cash and cash equivalents at beginning of year       131              390  

 Cash and cash equivalents at end of second fiscal
  quarter                                          $   93           $  183  

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 

 Cash paid during the period for:
  Interest                                         $  285           $  525 
  Income taxes                                          -                - 








See Notes to Condensed Consolidated Financial Statements.

 NOTE 1:  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated balance sheet as of March 31, 1998, consolidated
statement of earnings for the six month and three month periods ended March
31, 1998 and 1997, and the condensed consolidated statement of cash flows for
the six month periods then ended were prepared by the Company, without audit. 
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at March 31, 1998 and for all periods
presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's September 30, 1997
annual report on Form 10-KSB.  The results of operations for the periods
ended March 31, 1998 and 1997 are not necessarily indicative of the operating
results for the full year.

 NOTE 2:  CASH AND SHORT-TERM SECURITIES

The Company considers cash on hand and deposits in banks as cash and cash
equivalents.  All items in this category have maturities of less than three
months.

 NOTE 3:  INVENTORIES

Inventories are classified as follows:
                                                                 MARCH 31 
                                                                 1998    


Aircraft parts and accessories, oil and
 supplies less provisions for obsolete
 and slow-moving, and excess quantity
 of $12                                                          $27    
Fuel                                                              67     

                                                                 $94     


 NOTE 4:  OTHER CURRENT ASSETS

Included in the total of $415 is $231 of prepaid expenses such as rent and
insurance.  Also included is an escrow deposit of $111, the remainder of $150
required by the City of Scottsdale, Arizona to insure completion of the EPA
cleanup that was ongoing at the time the Company sold the facility in
September 1994.  However, in March closure of the remediation project was
received by the Arizona Department of Environmental Quality and the escrow
was returned to the Company in April.

 NOTE 5:  OTHER ASSETS

Included in the total of $331 is $222 in a sinking fund established by the
Company for the payment of the industrial revenue bond that matures in
December 2014.

 NOTE 6:  ACCRUED PROPERTY, PAYROLL, AND OTHER TAXES

Included in the balance of $3,158 is an accrual of $1,668 for a New York
motor fuels tax assessment which is being appealed, and $1,308 for property
taxes.

 NOTE 7:  FINANCING ARRANGEMENTS

Long Term Debt-Affiliate 
Included in this category are $8,311 of various demand loans due to Transtech
Holding Company, (Transtech), the Company's principle shareholder.  These
notes, classified as current maturities of long term debt, provide for
interest at 2% above the prime rate.  Also included is a note due Transtech
in the amount of $6,910, bearing a prime interest rate.  The note is
collateralized by a first priority interest on the fixed assets, inventory,
and accounts receivable of the Company.  Also, this category includes $612,
the balance due on the purchase of an airplane in July 1996 from R. Ted
Brant, the Chairman of the Board and Chief Executive Officer of the Company. 
The note is due Cessna Corporation but remains in the name of Mr. Brant.  The
Company makes payments directly to Cessna.

Long Term Debt-Other 
Included in this category is $3,500 due on an industrial revenue bond that
matures in 2014.

 NOTE 8:  RELATED PARTIES TRANSACTIONS

The Company is indebted to its major shareholder Transtech (holder of 42.2%
of common stock and 34.9% of preferred) in the amount of $15,221.  Relative
to this debt, the Company had accrued interest of $1,923 at March 31.  During
the six months ended March 31, 1998 the Company paid $152 of interest and
$141 of principal to Transtech.

The Company provides accounting services to Transtech for one fixed base
operation owned by it for a monthly fee of $1.

In January 1996 the Company purchased a 40% interest in a company called
Peakwood, L.L.C. for $150.  $115 of this amount was borrowed from the
following related parties:  Transportech, a wholly owned subsidiary of
Transtech Holding Co., $20; Maurice Lawruk, Company Director, $40; James
Affleck, Company Assistant Treasurer, $34; R. Ted Brant, Company Director and
CEO, $15; Bobby Adkins, Company Director, $4; and Alice Buford, a shareholder
of Transtech, $2.  The Company issued promissory notes bearing an interest
rate of 10% per annum with principal and interest due in February 1997.  At
that time the Company exercised its option contained within the notes to
extend them for one additional year.  All interest due and payable was paid
at the time of the extension.  In February 1998 the notes, along with accrued
and unpaid interest, were converted to one year installment loans to be paid
in 12 equal monthly payments.  The first payments were made in March.

The Company periodically uses an aircraft owned by Valley Air Services, Inc.
(Valley Air) for travel by its employees, primarily management.  Valley Air
bills the Company an hourly rate based on flight time.  The President and
Chief Executive Officer of Valley Air is R. Ted Brant.  During the six months
ended March 31, 1998 the Company was billed $64 for use of the aircraft.

 NOTE 9:  CONTINGENT LIABILITIES

A.  Environmental Matters 

The Company's business involves the storage, handling and sale of aviation
fuel; and the provision of mechanical maintenance and refurbishing services
which involve the use of hazardous chemicals.  Accordingly, the Company is
required to comply with federal, state and local regulations which have been
enacted to control the discharge of material into the environment or
otherwise relate to the protection of the environment.  As a normal course
of business, the Company from time to time discusses environmental compliance
with the appropriate environmental agency.

At March 31, 1998 the Company had accrued $390 for expenses related to
environmental protection, assessment and remediation matters at certain
locations based upon identified situations and cost estimates provided by
firms and individuals knowledgeable of such matters.  These estimates are
subject to change dependent upon additional information and revisions to
governing regulations.

The expenditures and accruals for environmental matters are specific in
nature to identified situations at Company locations.  On March 27 the
Company was notified by the Arizona Department of Environmental Quality that
the remediation requirements of the Scottsdale project had been met and the
case closed.  The Company is now responsible for a remediation project at one
location previously sold.  Since that one location is covered by a state
superfund, more than 95% of previous expenses incurred in the remediation
there have been refunded to the Company.  Therefore, the existing accrual of
$390 is more than sufficient to cover future EPA expenditures and no charges
to current operations is expected.

B.  Litigation 

Please refer to Part II, Item 1 on page 10 for a discussion of current
litigation matters.

                       PART I - FINANCIAL INFORMATION
               ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            AERO SERVICES INTERNATIONAL, INC. AND SUBSIDIARIES 

(DOLLAR AMOUNTS IN THOUSANDS)

Results of Operations:
The following table presents as a percentage of total sales certain selected
financial data for the Company for the periods indicated.

                        Three Months Ended   Six Months Ended
                            March 31,           March 31,     
                          1998           1997         1998       1997  

Net Sales                 100.0%       100.0%        100.0%     100.0%
Cost of Sales              39.9         44.2          41.6       47.6 
Departmental costs         39.3         43.0          38.4       38.7 
Administrative costs        8.7         10.8           9.5       11.0 
Interest expense (Net)     15.2         23.0          16.0       21.9 
Other income                0.7          6.1           0.8        4.2 
Net loss                   (2.4)       (14.9)         (4.7)     (15.0)

Sales for the six month period ended March 31, 1998 increased $1,448 (38%)
over the same period in 1997.  $198 of that increase was due to the
operations at Harrisburg International Airport that began in November 1997. 
Fuel sales increased $734 (30%) and sales of services to commercial airlines
increased $446 (127%).  During the three months ended March 31, 1998, sales
increased $942 (53%) over the same period in 1997, with $144 of the increase
provided by the Harrisburg operation.  Fuel sales increased $493 (44%) and
sales of services to commercial airlines increased $239 (134%).

Cost of sales for the six month period in 1998 decreased by 6% of sales to
41.6% as compared to 47.6% in 1997.  About one-half of the decrease can be
attributed to the increase in sales of services to commercial airlines which
have very little related cost of sales.  The expenses incurred are labor and
equipment charges, which are classified as departmental costs.  Cost of sales
for the three month period in 1998 decreased by 4.3% of sales to 39.9% as
compared to 44.2% in 1997.  Again, about one-half of the reduction was due
to sales to commercial airlines.

Departmental costs increased by $545 during the six month period in 1998 as
compared to 1997, but remained in proportion to sales; 38.4% in 1998 and
38.7% in 1997.  Payroll and related costs increased by $307 and rental of
equipment increased by $111 during the six month period.  During the three
month period departmental costs increased $304 in 1998 compared to 1997.  Of
this amount, $160 was payroll and related costs, and $68 was rental of
equipment.

Administrative costs increased $82 to $505 during the six month period in
1998 compared to 1997, but was reduced as a percentage of sales from 11.0%
to 9.5%.  Administrative costs increased $45 during the three month period
in 1998 compared to 1997, but decreased as a percentage of sales to 8.7% from
10.8%.

                       PART I - FINANCIAL INFORMATION
               ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            AERO SERVICES INTERNATIONAL, INC. AND SUBSIDIARIES 

(DOLLAR AMOUNTS IN THOUSANDS)

 LIQUIDITY AND CAPITAL RESOURCES 

Working capital deficiency at March 31, 1998 increased by $239 to ($14,577)
from September 30, 1997.  Current assets increased $418 due to an increase
in accounts receivable of $223 and prepaid expenses of $177.  Current
liabilities increased $657 as a result of a $492 increase in accrued interest
due to affiliate and a $191 increase in accounts payable.

Operations during the six months ended March 31, 1998 provided $101 of cash. 
Additional cash of $175 was provided from the issuance of notes payable. 
$114 was used to purchase fixed assets and $200 was used to reduce the
principal amount of notes payable.

Management continues to review its options with respect to developing new
business opportunities and to maximize its return from existing businesses. 
Management is exploring several new business opportunities, such as the new
facility which opened at Harrisburg International Airport in November 1997. 
Management is considering several possible means of restructuring the
Company's debt and has reviewed opportunities to open or acquire additional
FBO's and is also reviewing various options in related business enterprises. 
However, there can be no assurance that the Company can be returned to
profitability or maintained as a going concern.

The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

                        PART II - OTHER INFORMATION
            AERO SERVICES INTERNATIONAL, INC. AND SUBSIDIARIES 

(DOLLAR AMOUNTS IN THOUSANDS)

 ITEM 1. - LEGAL PROCEEDINGS 

 The Company is subject to several complaints filed over the last several
years in different courts or administrative agencies by different individual
former employees challenging the termination of their employment by the
Company on a variety of grounds.  These claims are encountered in the
ordinary course of business, and in the opinion of management, the resolution
of these matters, either individually or in the aggregate, will not have a
material adverse effect on the Company's financial position in excess of what
has already been recorded.  Management believes that it has established
adequate reserves for all of these claims.  Management also believes it has
strong defenses and intends to vigorously defend its position.

The Company is also exposed to a number of asserted and unasserted potential
claims encountered in the normal course of business.  In the opinion of
management, the resolution of these matters, as well as those discussed above
or referenced elsewhere in this report, will not have a material adverse
effect on the Company's financial position in excess of what has already been
recorded.  Management believes that it has established adequate reserves for
all of these claims.

                        PART II - OTHER INFORMATION
            AERO SERVICES INTERNATIONAL, INC. AND SUBSIDIARIES 

(DOLLAR AMOUNTS IN THOUSANDS)

 ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K 

     (a)  Exhibits:

          27.0 Financial Data Schedule

     (b)  Reports on Form 8-K:  None.

                                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.


                    AERO SERVICES INTERNATIONAL, INC. 
                               (Registrant)



____________________________________
                         (Signature)
     Paul R. Slack
     Chief Accounting Officer
     and Controller



_____________________________________
                          (Signature)
     R. Ted Brant
     Chairman of the Board



Date:  June 2, 1998