SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                   QUARTERLY REPORT UNDER SECTION 13 OF 15(d)

                     of the Securities Exchange Act of 1934

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

          For quarter ended June 30, 1997 Commission file number 0-9974
                            -------------                        ------

                       UNITED STATES AIRCRAFT CORPORATION
                       ----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        DELAWARE                                        95-3518487
-------------------------------                ----------------------------- 
(STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER I.D. NUMBER) 
INCORPORATION OR ORGANIZATION)


 3121 E. Greenway Rd.   Phoenix, Arizona                        85032
----------------------------------------                   -----------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)


                   (602) 765-0500
-------------------------------------------------
(REGISTRANT'S TELEPHONE NO., INCLUDING AREA CODE)

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of June 30, 1997.

                NUMBER OF SHARES                CLASS
           ------------------------          -------------
                  6,732,504                     Class A
                  4,962,801                     Class B
<PAGE>
                       UNITED STATES AIRCRAFT CORPORATION

                          COMMISSION FILE NUMBER 0-9974

                                    FORM 10-Q

                                      INDEX


                                                                   Page No.
                                                                   --------

PART I - FINANCIAL INFORMATION

     Item 1.  FINANCIAL STATEMENTS
                      Consolidated Balance Sheets
                      June 30, 1997 (Unaudited)
                      and September 30, 1996                          3


                      Consolidated Statements of
                      Operations (Unaudited) for
                      the Three and Nine Months ended
                      June 30, 1997 and 1996                          4


                      Consolidated Statements of
                      Cash Flows (Unaudited) for
                      the Three and Nine Months Ended
                      June 30, 1997 and 1996                          5


                      Notes to Consolidated
                      Financial Statements                            6


     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  of Financial Condition and Results of
                  Operations                                          7
PART II - OTHER INFORMATION


SIGNATURES                                                            8
                                                                               2
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                           Consolidated Balance Sheets
                      June 30, 1997 and September 30, 1996


                                            June 30,1997  September 30, 1996
           Assets                           (Unaudited)
           ------                           -----------    -----------------

Current Assets
     Cash                                   $     5,597    $    10,137
     Accounts receivable                         46,880         54,834
     Prepaid expenses                             8,140          7,191
                                            -----------    -----------
           Total current assets                  60,617         72,162
Advance to officer                                3,394         30,584
Landheld for development                        531,903
Property & equipment, net of
  accumulated depreciation                       57,277         58,504
Plans and specifications                              1              1
Goodwill, net                                    93,897         78,278
              Course materials                   16,210         17,683
Other                                            50,292         21,457
                                            -----------    -----------
                                                813,591        278,669
                                            -----------    -----------


     Liabilities & Stockholder's Equity
Current Liabilities
     Current portion of long-term debt           41,000         41,137
     Convertible debentures & related
       accrued interest                          79,386         74,059
     Accounts payable                            32,777         22,320
     Accrued expenses                            58,788         36,211
     Unearned  tuition                           42,699         35,298
                                            -----------    -----------
                                                254,650        209,025
Long term debt, net of current portion           23,592         31,967
Trust deed notes payable with land
held for development as collateral              501,000


Stockholders' Equity
     Capital stock
       Class A:  $.50 par value,
        10,000,000 shares authorized,
        6,732,504 issued                      3,366,252      3,141,252
       Class B:  $.001 par value,
        5,000,000 shares authorized,
        4,962,801 issued                          4,963          4,963
     Paid in capital                           (383,827)      (203,827)
Retained earnings (deficit)                  (2,953,039)    (2,904,711)
                                            -----------    -----------
                                                 34,349         37,677
                                            -----------    -----------
                                            $   813,591    $   278,669
                                            -----------    -----------
        The accompanying notes are an integral part of these statements.
                                                                               3
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                      Consolidated Statements of Operations
           For the Three Months Ended and Nine June 30, 1997 and 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                               Three Months Ended             Nine Months Ended
                                                    June 30                        June 30
                                              1997             1996           1997           1996
                                              ----             ----           ----           ----
<S>                                       <C>             <C>            <C>             <C>         
Revenue                                   $    151,916    $    150,316   $    401,812    $    348,109
                                          ------------    ------------   ------------    ------------
Expenses
Expenses
    Personnel expenses                          92,918          84,178        255,461         213,116
    Facility cost                               15,409           9,611         37,967          23,082
    Other operating cost                        28,286          23,355         83,787          65,278
    General and administration                  20,525          15,137         48,447          20,447
                                          ------------    ------------   ------------    ------------


                                               157,138         132,281        425,662         321,923
                                          ------------    ------------   ------------    ------------

          Income (loss) before interest
         expense, depreciation and
         amortization                           (5,222)         18,035        (23,850)         26,186


Interest Expense                                 3,662           3,368         10,767          10,200

Depreciation and amortization                    4,571           3,665         13,711           9,862
                                          ------------    ------------   ------------    ------------
         Net income (loss)                $    (13,455)   $     11,002   $    (48,328)   $      6,124
                                          ------------    ------------   ------------    ------------

Net income (loss) per share               $      (.001)   $       .001   $      (.004)   $       .001
                                          ------------    ------------   ------------    ------------


Weighted number of shares
Outstanding                                 11,695,305      11,245,305     11,494,379      10,663,360
                                          ------------    ------------   ------------    ------------
</TABLE>
        The accompanying notes are an integral part of these statements.
                                                                               4
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
        For the Three Months and Nine Months Ended June 30, 1997 and 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                       Three Months Ended        Nine Months Ended
                                                            June 30                    June 30
                                                            -------                    -------
                                                         1997        1996         1997         1996
                                                         ----        ----         ----         ----
<S>                                                  <C>          <C>          <C>          <C>      
Cash Flows From Operating Activities

     Net income (loss)                               $ (13,455)   $  11,002    $ (48,328)   $   6,124

     Adjustments to reconcile net to cash
     used by operating activities
     Depreciation                                        2,481        2,482        7,443        6,311
     Amortization                                        2,090        1,154        6,268        3,552
    Class A Shares in payment of services                            37,500                    37,500
    Net increase (decrease) in current liabilities
    and (increase) decrease in accounts receivable
    prepaid expense and other assets                    10,431      (28,002)      50,571      (29,704)
                                                     ---------    ---------    ---------    ---------
    Net cash provided by (used by)
      operating activities                               1,547       24,136       15,954      (23,783)
                                                     ---------    ---------    ---------    ---------

Cash flows from investing activities
    Cash provided from acquisition of Western
     College, Inc.                                                                              4,145
    Increase in goodwill-Western College, Inc. 
     acquisition                                                                 (20,000)
    Acquisition of land held for development            (3,374)                 (531,903)
    Disposition (acquisition) of equipment              (1,322)                   (6,216)      (1,155)
                                                     ---------    ---------    ---------    ---------


Net cash provided by (used by)
  investing activities                                  (4,696)                 (558,119)       2,990
                                                     ---------    ---------    ---------    ---------
Cash flows from financing activities
    Trust deed notes payable for land  acquisition                               501,000
    Issuance of Class A Common shares for:
      Land acquisition                                                            25,000
      Contingent shares-Western College, Inc. Acq                                 20,000
   (Decrease) in long-term debt                         (2,985)     (17,227)      (8,375)     (19,599)
                                                     ---------    ---------    ---------    ---------

    Net cash provided by (used by)
       financing activities                             (2,985)     (17,227)     537,625      (19,599)
                                                     ---------    ---------    ---------    ---------
Net increase (decrease) in cash                         (6,134)       6,909       (4,540)       7,174

Cash, Beginning of Period                               11,731        5,924       10,137        5,659
                                                     ---------    ---------    ---------    ---------
Cash, End of Period                                  $   5,597    $  12,833    $   5,597    $  12,833
                                                     ---------    ---------    ---------    ---------
</TABLE>
        The accompanying notes are an integral part of these statements.
                                                                               5
<PAGE>
                       UNITED STATES AIRCRAFT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                JUNE 30, 1997 (UNAUDITED) AND SEPTEMBER 30, 1996


NOTE 1 - Basis of Presentation
         ---------------------

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments considered necessary
for a fair presentation have been included.

For further information, refer to the audited financial statements and footnotes
thereto  included in the  Company's  Form 10-K for the year ended  September 30,
1996.

NOTE 2 - Summary of Significant Accounting Policies
         ------------------------------------------
         Basis of Consolidation
         ----------------------

The  consolidated  financial  statements  include the accounts of United  States
Aircraft  Corporation  and its  subsidiaries  (hereinafter  referred  to as "the
Company"). All intercompany transactions have been eliminated in consolidation.

For further information concerning significant accounting policies, refer to the
audited  financial  statements and footnotes  thereto in the Company's Form 10-K
for the year ended September 30, 1996.

NOTE 3 - Land Acquisition
         ----------------

On November 8, 1996,  the Company  entered into an  agreement  to acquire  35.66
acres of raw land in Glenn County, California, for $700,000, which for financial
reporting purposes has been recorded at $526,000. The acquisition,  completed in
February  1997,  was  funded  through  the  issuance  of  250,000  shares of the
Company's Class A common stock,  the issuance of a $171,000 first deed of trust,
bearing interest at 14.5% per annum, payable in monthly installments of interest
only at $2,066, with the remaining  principal balance due February,  1999, and a
seller carryback of $330,000  payable in monthly  installments of interest only,
bearing  interest  at 10% per  annum,  with the  entire  principal  balance  due
February 2001. The Company intends to develop the land as a recreational vehicle
park.

Note 4 - Subsequent Events:
         ------------------

        In July 1997 the Company  acquired certain assets of Travel Easy, Inc. a
Phoenix,  Arizona full service  travel agency in exchange for the  assumption of
approximately  $70,000 of liabilities and the issuance of Class A common shares.
In August 1997, the Company  acquired the assets of FirsTravel  another Phoenix,
Arizona full service travel agency for the assumption of  approximately  $17,000
in  liabilities.  On November 1, 1997 the two  agencies  were  combined  and the
Company's  travel  agency  is  being  operated  as  division  under  the name of
FirsTravel.  The acquisition  will be accounted for as purchases and included in
operations from the date of purchase.

        The company  determined  to  discontinue  its real estate  brokerage and
property management  operation and in September 1997, sold its subsidiary Hansen
&  Associates,  Inc.  dba  Property  Masters.  The  sale  resulted  in a gain of
approximately $50,000.
                                                                               6
<PAGE>
Item 2.         Management's Discussion and Analysis of Financial Condition and 
                --------------------------------------------------------------- 
      Results of Operations Results of Operations
      -------------------------------------------

         The company  operates a real estate  training school through its wholly
owned  subsidiaries  Western  College,  Inc. and Ford  Schools,  Inc. and a real
estate  brokerage  and  property   management  firm  through  its  wholly  owned
subsidiary Hansen & Associates, Inc. d.b.a. Property Masters.

Comparison nine months ended June 30, 1997 to 1996

The (loss) before interest,  depreciation and amortization expenses increased by
$50,036  primarily  because of operating cost increases related to the expansion
of the real estate training operations. Operating expenses increased by $103,739
including  a $42,345  increase  in  personnel  expenses,  a $14,885  increase in
facility  costs,  a $18,509  increase  in other  operating  cost,  and a $28,000
increase in general and  administrative  expense.  Revenue  increased by $53,703
consisting of increases in real estate training tuition of $79,166 and offset by
a decrease in real estate brokerage and other revenue of $25,463.

Interest  increased  by $567 and  depreciation  and  amortization  increased  by
$3,849.

Comparison three months ended June 30,1997 to 1996

The (loss) before interest,  depreciation and amortization expenses increased by
$23,257  primarily because of operating costs increases related to the expansion
of the real estate training operations.  Operating expenses increased by $24,857
including a $8,740 increase in personnel expenses, a $5,798 increase in facility
costs, a $4,931  increase in other  operating  costs,  and a $5,388  increase in
general and  administrative  expense.  Revenue  increased by $1600 consisting of
increases in real estate  training  tuition of $ 23,426 and offset by a decrease
in real estate brokerage and other revenue of $21,826.

Interest increased by $294 and depreciation and amortization increased by $906.

         Financial Condition and Liquidity and Capital Resources
         -------------------------------------------------------

The working  capital  deficit  increased by $57,170 from  September  30, 1996 to
$194,033.  Property and  equipment  decreased by $1,227 due to  acquisitions  of
equipment of $6,216  offset by  depreciation  of $7,443.  Goodwill  increased by
$20,000 due to the issuance of 200,000  Class A shares of common stock  pursuant
to the acquisition of Western College, Inc. offset by amortization of $4,381.

Current  liabilities  increased by $45,625 from  September 30, 1996 to $254,650.
Included  in current  liabilities  are  $56,450 of  convertible  debentures  and
$22,936 of related  accrued  interest  that were due on December 31,  1996.  The
debentures  and interest  have not been paid and the Company  believes that they
will  eventually be retired  through  conversion to the Company's Class A common
stock, although no assurance can be given that such a conversion will be elected
by the debenture holders. Long-term debt decreased by $8,375 due to payments.

The  Company's  management  has  continued  its  program to expand the  services
operations  through  further  expansion  of its  existing  operations  plus  the
acquisition of other service  organizations.  Working capital continues to limit
the  expansion  of the Company  although the Company in February  1997  acquired
35.66 acres of  undeveloped  land for 250,000 Class A shares of its common stock
plus approximately  $500,000 of trust deed notes payable. The Company intends to
plan the  development  of the  parcel  and to use the land as  collateral  for a
$100,000  loan  to  provide  an  interim   resolution  to  the  working  capital
deficiency. Additionally, the Company is aggressively investigating acquisitions
of services operations that are compatible with the existing operations and that
can be acquired for the Company's common stock or with debt that is retired from
the cash  flow  from the  acquired  operation.  Further,  the  Company  plans to
complete  a private  placement  aggregating  approximately  $150,000  to provide
working  capital,  fund the  acquisitions  and retire a portion of the long-term
debt. No assurance can be given that the  acquisitions  will be completed or the
private placement will be successful. 
                                                                               7
<PAGE>
PART II. Other Information
         -----------------

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


                None







                                   SIGNATURES
                                   ----------

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







                       UNITED STATES AIRCRAFT CORPORATION
                       ----------------------------------




Date: 1-13-98          /s/ Harry V. Eastlick
     ----------        ---------------------------------------------------
                       Harry V. Eastlick, President and Chief
                       Executive Officer





Date: 1-13-98          /s/ Harry V. Eastlick
     ----------        ---------------------------------------------------
                       Harry V. Eastlick, Acting Chief Financial Officer
                                                                               8