UNITED STATES
      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 quarter ended September 30, 1998

     [   ]     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: 333-28249

PRIME AIR, INC.
(Exact name of Registrant as specified in charter)

     NEVADA                                  Applied For
State or other jurisdiction of               I.R.S. Employer I.D. No.
incorporation or organization

8598 112 STREET, FT. SASKATCHEWAN, ALBERTA, CANADA      T8L 3V8
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:  (403) 998-3400

Check whether the Issuer (1) has 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 fling requirements for the past 90 days.  (1)  Yes 
[X]  No [   ]       (2)  Yes  [X]    No  [   ]

State the number of shares outstanding of each of the Issuer's classes of 
common equity as of the latest practicable date: At November 18, 1998, there 
were 18,013,110 shares of the Registrant's Common Stock outstanding.


PART I

ITEM 1.  FINANCIAL STATEMENTS

     The financial statements attached hereto and included herein have been 
prepared by the Company, without audit, pursuant to the rules and regulations 
of the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles nave been condensed or omitted.  
However, in the opinion of management, all adjustments (which include only 
normal recurring accruals) necessary to present fairly the financial position 
and results of operations for the periods presented have been made.  The 
results for interim periods are not necessarily indicative of trends or of 
results to be expected for the full year.  These financial statements should 
be read in conjunction with the financial statements and notes thereto 
included in the Company's annual report on Form 10-KSB for the year ended 
December 31, 1997.

PRIME AIR INC.
(A Development Stage Company)
(A Nevada Corporation)

Consolidated Financial Statements

September 30, 1998 and 1997 and December 31, 1997

Notice to Reader
Consolidated Balance Sheets
Consolidated Statements of  Operations 
Consolidated Statements of Shareholders' Equity and Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements


Koch & Associates
__________________________________________
Ste 601 - 938 Howe Street, Vancouver, B.C. V6Z 1N9   Telephone (604)684-5700 
Fax (604)684-7211


NOTICE TO READER

	I have compiled the consolidated balance sheet of Prime Air Inc., a Nevada 
company, as at  September 30, 1998 and consolidated statements of operations 
and cash flows for the nine  month period then ended from information provided
by management.  I have not audited, reviewed or otherwise attempted to verify 
the accuracy or completeness of such information.  Readers are cautioned  
these statements may not be appropriate for their purposes.


October 20, 1998,				     Certified Management Accountant
Vancouver, B.C.		


PRIME AIR INC.
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998 and 1997 and December 31, 1997
(Unaudited - See Notice to Reader)


1.  Incorporation and Principles of Consolidation

On November 10, 1997, Prime Air Inc (a Nevada corporation) was formed, the 
purpose of which was to change the domicile of the Company to the State of 
Nevada and to acquire all of the assets and liabilities of the predecessor 
Delaware company.

The predecessor Deleware company was incorporated under the laws of the State
of Delaware, USA on April 4, 1996 and acquired all of the assets, liabilities
and shareholders of a previous Utah Corporation of the same name.  The Utah 
Corporation was reincorporated on August 30, 1993 as Astro Enterprises, Inc.
On September 28, 1994, pursuant to appropriate shareholder agreements, Astro 
Enterprises, Inc. acquired all outstanding shares of Prime Air Inc. (a 
Canadian Corporation) in exchange for shares of its capital stock on a .787796
to 1 basis, thereby providing the shareholders of Prime Air Inc. with 90% of 
the outstanding capital stock of Astro Enterprises, Inc.  Astro Enterprises, 
Inc. then changed its name to Prime Air, Inc.  Upon incorporation of the 
Delaware Company, the Utah Corporation was dissolved on May 15, 1996.


These consolidated financial statements include the accounts of the Company 
and its wholly-owned operating subsidiary, Prime Air Inc. 

2.  Nature of Operations / Going Concern Considerations

The Company is presently in its developmental stage and currently has minimal
sources of revenue to provide incoming cash flows to sustain future operations.
The Company's present activities relate to the construction and ultimate 
exclusive operation of an international passenger and cargo air terminal 
facility in the Village of Pemberton, British Columbia and the operation of 
scheduled flight services between that facility and certain major centers in 
Canada and the United States in conjunction with Voyageur Airways Limited.  
Terminal building construction was substantially completed in May 1997. The 
future successful operation of the Company is dependent upon its ability to 
obtain the financing required to complete the terminal construction and 
commence operation thereof on an economically viable basis.  

These consolidated financial statements have been prepared on a "going 
concern" basis which assumes the company will be able to realize its assets, 
obtain the required financing and discharge its liabilities and commitments 
in the normal course of business.

PRIME AIR INC.
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998 and 1997 and  December 31, 1997
(Unaudited - See Notice to Reader)

3.  Significant Accounting Policies

Capital Assets
Air Terminal Construction Costs:  Expenditures relating directly to the 
construction of the air terminal facility and related engineering and design 
have been recorded in the accounts of the Company at cost, net of amortization 
thereof which is 7provided on a straight-line basis over the 30 year term of 
the property lease.
Furniture and Equipment:  Furniture and equipment are stated at cost, net of 
amortization which is provided for at the rate of 20% per annum on the 
declining balance basis.

Reporting Currency
All amounts in these consolidated financial statements are reported in U.S. 
funds being converted from Canadian funds where applicable at the average 
annual rate as posted by the Internal Revenue Service of the United States 
as follows:
   	1998:          $ 0.6810 U.S. /  $ 1.  CDN
    1997:         	$ 0.7334 U.S. /  $ 1.  CDN
	   1996:	         $ 0.7284 U.S. /  $ 1.  CDN 

4.    Capital Assets

Capital assets consist of the following at September 30, 1998, September 30, 
1997 and December 31, 1996:
                 				    	                         September 30, 1998		
			                         		                 			Accumulated        Net Book 
					                                    	  Cost		Amortization       Value  	
     Air terminal construction costs  $  648,828    $ 49,602       $ 599,226
     Furniture and equipment               4,708       3,703           1,005
					                                  $ 653,536    $ 53,305      $  600,231

	
			    	                   September 30, 1997		
                                        				   			Accumulated        Net Book 
					                                    	  Cost		Amortization       Value  	
     Air terminal construction costs   $ 644,922    $ 26,148         618,774
     Furniture and equipment               5,262       1,347           3,915
		                     			             $ 650,184    $ 27,495       $ 622,689
		
	
					    	                   December 31, 1997		
	                                       				   			Accumulated        Net Book 
                                   					 	  Cost		Amortization       Value  	
     Air terminal construction costs   $ 652,083   $  42,058       $ 610,625
     Furniture and equipment       	       5,154       1,663           3,941
                     					             $ 657,237   $  43,721       $ 613,516
		

PRIME AIR INC.
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998 and 1997 and  December 31, 1997
(Unaudited - See Notice to Reader)

5.    Notes and Advances Payable

The notes and advances payable are unsecured, non-interest bearing and are 
without specific terms of repayment.

6.   Related Party Transactions

The notes and advances payable are unsecured, non-interest bearing and are 
without specific terms of repayment.
															
															
					PRIME AIR, INC.										
					(A Development Stage Company)										
															
					CONSOLIDATED BALANCE SHEETS										
					(all figures in US dollars)										
															
					(UNAUDITED - SEE NOTICE TO READER)										
															
															
                                     											September 30	 1998				
					ASSETS										
															
															
	Current Assets														
	Cash and short-term deposits		           							$	13,865				
	Prepaid expenses and deposit		           			  					5,161				
	GST recoverable		                           							1,880.68				
                             		           									20,907				
															
	Capital Assets (Note 4)		                								600,231				
															
															
						                                       			$	621,137.67				
															
															
					LIABILITIES										
															
	Current Liabilities														
	Accounts payable and accruals			            				$	62,508				
	Notes and advances payable  (Note 5)	 	          	99,186				
	Notes and advances from related 
  parties  (Note 6)			                       							5,728				
                                       											167,422				
															
															
				SHAREHOLDERS' EQUITY											
															
	Capital Stock  (Note 7)														
	Authorized:														
	50,000,000 common shares with a														
	stated par value of $ .001/share														
	3,000,000 preferred cumulative convertible														
	shares with a stated par value of $ .001/share														
	Issued:														
	18,013,110 common shares			(1997: 14,280,426)		 			9,007				
															
	Share subscription receivable			              							(20)				
															
	Capital in excess of par value			         					1,359,239				
										                                     	1,368,226				
	Accumulated Deficit During														
	Development Stage				                     						(914,510)				
                                       											453,716				
															
                                      										$	621,138				
															
															
	Approved on Behalf of the Board:														
															
					Director										
															
					Director										
															
					See Accompanying Notes										
															
															
PRIME AIR, INC.									
(A Development Stage Company)									
															
 CONSOLIDATED STATEMENTS OF OPERATIONS									
	 (all figures in US dollars)									
															
						(UNAUDITED - SEE NOTICE TO READER)		  		               					Period from
                                                                     Date of 
                                                                    Inception
            Three Months  Nine Months  Three Months  Nine Months  on March 10,
              Ended		       Ended		       Ended        Ended          1989
           September 30		September 30		September 30	September 30 to September 30
               1998		       1998		        1997	       	1997	          	1998
            (Unaudited)		(Unaudited)	 	(Unaudited)		(Unaudited)		  (Unaudited)
                                                     															(Note 1)
Direct 
 Costs														
Flight 
 operations					$	-	         $	-	           $	-	        $	-	       $	114,720
															
Administrative 
 and General														
Audit and 
 accounting						2,575	       	2,575	        	12,120	    	12,120    		52,774
Advertising	 					-          		-	            	-             		74     		9,094
Amortization		 	13,285	      	13,285	        	16,779    		16,779    		57,003
Automotive					 	1,813       		1,813	        	-         		-         		20,977
Consulting  
 fees			      			7,393	       	7,393         		6,841	     	6,841	   	101,761
Insurance		  				3,509		       3,509		         5,725	     	5,725    		19,091
Interest and 
 service charges 		337         		337	           	318	       	318	     	9,902
Legal       				17,661        17,661	        	25,609	    	25,609    		77,463
Management 
 remuneration	 			-          		-            		-         		-	         	77,287
Office and 
 general  						14,066	      	14,066        		10,657    		10,657	    	99,319
Promotion and 
 entertainment	 	6,995       		6,995	        	-            		752    		28,999
Rent			        			-          		-            		-              296	    	34,603
Telephone and 
 utilities						13,994      		13,994        		-	          	7,299    		69,555
Transfer agent 
 and filing 
 fees		     				17,964      		17,964        		10,217	    	10,217	    	42,829
Travel					    	12,982	      	12,982	        	18,690		    18,690    		68,862
          					112,574     		112,574	       	106,956   		115,377   		769,519
															
Other Income 
 (Expense)														
Gain (loss) on 
 foreign 
 exchange 
 conversion	 			(5,553)	     	26,804        		(4,164)   		(4,164)  		(41,694)
Interest income	 		180	         	180		         4,326		     4,326	    	-6,559
						         	-5,373		      26,984           		162	       	162		   -48,253
															
Net Loss Before 
 Non-recurring 
 Item		   				(117,947)	    	(85,590)       (106,794) 		(115,215)	 	(835,986)
															
Non-recurring 
 Expense														
Consulting 
 costs to set
 up US 
 corporation		 				-	          	-	             	-	           	-    		(78,524)
															
Net Loss 
 For Period	 $	-117,947	   $	-85,590	     $	-106,794  $	-115,215	 $	-914,510
															
															
Net Loss 
 Per Common 
 Share	  				$	(0.0070)   	$	(0.0051)    	$	(0.0157)	 $	(0.0169)		
				
Weighted 
 Average 
 Common 
 Shares 
 Outstanding 16,904,380  		16,904,380	   	6,823,028 		6,823,028		
															
															
See Accompanying Notes
															
															
			PRIME AIR, INC.									
(A Development Stage Company)									
															
CONSOLIDATED STATEMENTS OF CASH FLOWS									
(all figures in US dollars)									
															
(UNAUDITED - SEE NOTICE TO READER)									
															
															
                                                                 Period from				
                                                                   Date of 
                                                                  Inception				
                      Nine Months Ended		Nine Months Ended		on March 10, 1989	
                          September 30	   	September 30   		to September  30				
                             1998		           1997		               1998				
                          (Unaudited)     		(Unaudited)		       (Unaudited)				
                                                                 (Note 1)				
															
															
NET INFLOW (OUTFLOW) OF 
CASH RELATED														
TO THE FOLLOWING 
ACTIVITIES:														
															
OPERATING														
Net loss			               		$	(117,947)	   $	(106,794)	         $	(914,509)				
Non-cash charge - 
 amortization	             					13,285		       16,779	             	57,003				
                              (104,662)	     	(90,015)          		(857,506)				
															
Change in non-cash working 
capital	balances relating 
to operations	            					(26,501)     		(25,968)            		55,466				
                              (131,163)	    	(115,983)          		(802,040)				
															
															
FINANCING														
Notes and advances payable						95,691	       	(5,370)            		99,186				
Notes and advances from 
 related parties               				328        (25,522)             		5,728				
Issue of capital stock				     		5,366	      	131,019          		1,368,226				
															
                        							101,385	      	100,127          		1,473,140				
															
															
INVESTING														
Exchange variance of capital 
 assets                     						(102)	      	(7,677)	          	(657,235)				
															
NET CASH INFLOW (OUTFLOW)						(29,880)	     	(23,533)            		13,865				
															
CASH, BEGINNING OF PERIOD		 				11,388      		101,314	                	-				
															
CASH, END OF PERIOD		     			$	-18,492      	$	77,781	            $	13,865				
															
					See Accompanying Notes

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION

     The Company is a development stage company and conducts all operations 
through its wholly owned subsidiary, Prime Air (BC).  The Company has had no 
material revenues in the past.  During the year ended December 31, 1997, the 
only income received was bank interest of $4,020.

     During the last three years, the operations of the Company have been 
funded from equity participation of the owners.  Total cash raised from equity 
funding from March 1992 to December 31, 1994 was $349,808, $131,755 for 1995 
and $756,763 for 1996.  No funds were raised during 1997, but the Company did 
convert $130,751 of debt into common stock of the Company.

     The Company has realized a cumulative loss of $914,509 since March 1992, 
and anticipates similar losses until operations begin, which is expected in 
early 1999.

     The Company has sufficient working capital to meet its immediate 
obligations, but does not have any cash available to allow operations to 
commence.  The Company requires $1,500,000 million to commence flight 
operations.  The Company intends to raise a total of $3,000,000 by way of an 
equity offering, the net proceeds of which will facilitate the operational 
start-up and provide sufficient working capital to sustain operations for some 
time.  The only significant capital expenditures anticipated in the next year 
are airport and runway lighting improvements which are expected to cost 
approximately $350,000.

PART II  OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the quarter ended September 30, 1998, the Company sold the following 
shares of common stock of the Company without registration under the 
Securities Act of 1933:

a.On July 7, 1998, the Company issued 10,000 shares of its common stock to Al 
Leblanc for consulting services rendered by Mr. Leblanc.

b.Also on July 7, 1998, the Company issued 64,800 shares of common stock to 
Silverthorn Investments, Ltd., a corporation controlled by Matthew L. Smith, 
for consulting services rendered by Mr. Smith.

c.Also on July 7, 1998, the Company issued 80,000 shares of common stock to 
Upmann Trading for consulting services rendered to the Company.

d.On August 11, 1998, the Company issued 200,000 shares of common stock to 
Blaine Haug pursuant to the terms of his employment agreement.

All of the aforesaid securities set forth immediately above were issued 
without registration under the Act by reason of the exemption from 
registration afforded by the provisions of Section 4(2) thereof, as 
transactions by an issuer not involving any public offering, each recipient of 
securities having delivered appropriate investment representations to 
Registrant with respect thereto and having consented to the imposition of 
restrictive legends upon the certificates evidencing such securities.  No 
underwriting discounts or commissions were paid in connection with such 
issuances.

ITEM 6.  REPORTS ON FORM 8-K

(b)  Reports on Form 8-K: No reports on Form 8-K were filed during the quarter 
ended September 30, 1998.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunto duly authorized.
                                   PRIME AIR, INC.


Date: November 19, 1998                    By /s/ Royle Smith, President

Date: November 19, 1998                    By /s/ Greg Duffy, Principal 
                                           Financial and Accounting Officer