===============================================================================
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

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


                               FORM 10-Q



        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
           FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997



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


                      COMMISSION FILE NO. 1-8461

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




                   GULFSTREAM AEROSPACE CORPORATION
                            P. O. Box 2206
                          500 Gulfstream Road
                     Savannah, Georgia 31402-2206
                       Telephone: (912) 965-3000
                   State of incorporation: Delaware
                 IRS identification number: 13-3554834


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




     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 ______

     As of November 3, 1997, there were 74,135,680 shares of
Gulfstream Aerospace Corporation Common Stock outstanding.

===============================================================================

              GULFSTREAM AEROSPACE CORPORATION AND SUBSIDIARIES

                                    INDEX

                        PART I. FINANCIAL INFORMATION

                                                                     PAGE
                                                                      NO.
                                                                  --------

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS:


               Consolidated Balance Sheets
                September 30, 1997 and December 31, 1996................3

               Consolidated Statements of Income
                Three and nine months ended September 30, 1997
                and 1996................................................4

               Consolidated Statement of Stockholders' Equity
                Nine months ended September 30, 1997....................5

               Consolidated Statements of Cash Flows
                Nine months ended September 30, 1997 and 1996...........6

               Notes to Consolidated Financial Statements.............7-9

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS..................10-13




                          PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS........................................14

ITEM 2.     CHANGES IN SECURITIES....................................14

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES..........................14

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
               HOLDERS...............................................14

ITEM 5.     OTHER INFORMATION........................................14

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.........................14

            SIGNATURE................................................15


              GULFSTREAM AEROSPACE CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share data)
                                 (Unaudited)


                                                     SEPTEMBER    DECEMBER
                                                        30,          31,
                                                       1997          1996
                                                    ------------  -----------
ASSETS

Cash and cash equivalents                           $  242,141     $233,172
Accounts receivable (less allowance for doubtful
accounts: $1,136 and $3,243)                           129,349      137,342
Inventories                                            654,186      655,237
Deferred income taxes                                   54,250            -
Prepaids and other assets                                6,876        7,915
                                                    ------------  -----------
   Total current assets                              1,086,802    1,033,666

Property and equipment, net                            122,454      126,503
Tooling                                                 45,020       47,677
Goodwill,  net of  accumulated  amortization:  $8,130   39,259       35,799
and $7,322
Other intangible assets, net                            51,753       55,556
Deferred income taxes                                   35,050            -
Other assets and deferred charges                       16,827       14,014
                                                    ------------  -----------

Total Assets                                        $1,397,165    $1,313,215
                                                    ============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt                   $   62,917    $  20,000
Accounts payable                                       140,093      129,410
Accrued liabilities                                     96,618      111,243
Customer deposits -- current portion                   498,030      634,922
                                                    ------------  -----------
   Total current liabilities                           797,658      895,575
Long-term debt                                         323,750      380,000
Accrued postretirement benefit cost                    113,845      108,705
Customer deposits -- long-term                         111,176      109,037
Other long-term liabilities                              9,324        8,709
Commitments and contingencies
Stockholders' equity
 Common stock; $.01 par value; 300,000,000
 shares authorized; 86,114,119 shares issued in 1997
 and 85,890,212 shares issued in 1996                      861          859
Additional paid-in capital                             363,971      333,686
Accumulated deficit                                   (270,349)    (468,971)
Minimum pension liability                               (1,464)      (1,464)
Unamortized stock plan expense                          (1,118)      (2,432)
Less:  Treasury stock:  11,978,439 shares in 1997      (50,489)     (50,489)
and 1996
                                                    ------------  -----------
   Total stockholders' equity                           41,412     (188,811)
                                                    ------------  -----------

Total Liabilities and Stockholders' Equity          $1,397,165    $1,313,215
                                                    ============  ===========





See notes to consolidated financial statements

              GULFSTREAM AEROSPACE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share data)
                                 (Unaudited)



<TABLE>
<CAPTION>

                                         THREE MONTHS ENDED     NINE MONTHS ENDED
                                           SEPTEMBER 30,          SEPTEMBER 30,
                                        ---------------------  ---------------------
                                          1997        1996       1997        1996
                                        ---------   ---------  ----------  ---------
<S>                                     <C>         <C>        <C>         <C>     
Net revenues                            $464,036    $283,834   $1,362,568  $742,506
Cost and expenses
  Cost of sales                          372,983     222,495    1,125,031   577,336
  Selling and administrative              23,920      24,819       69,517    70,009
  Stock option compensation expense          329       1,463        1,314     6,663
  Research and development                 4,305      16,356        8,079    51,102
  Amortization of intangibles and
  deferred charges                         1,831       1,882        5,477     5,645
                                        --------    --------   ----------  --------
   Total costs and expenses             $403,368    $267,015   $1,209,418  $710,755
                                        --------    --------   ----------  --------
      Income from operations              60,668      16,819      153,150    31,751
Interest income                            2,839       3,613        8,201    11,206
Interest expense                          (7,495)     (3,185)     (23,305)  (10,351)
                                        ---------   ---------   ---------- ---------
      Income before income taxes          56,012      17,247      138,046    32,606
Income tax benefit                       (63,076)          -      (60,576)        -
                                        ---------   ---------   ---------- ---------

      Net Income                        $119,088    $ 17,247   $  198,622  $ 32,606
                                       =========   =========   ==========  =========

Earnings Per Share:
  Net income per share                  $   1.54    $    .22     $   2.54  $     .42
                                       =========   =========   ==========  =========

  Weighted average common and common
   equivalent shares outstanding          77,105      78,535       78,127     78,535
                                        =========   =========  ==========  =========

</TABLE>




See notes to consolidated financial statements

                       GULFSTREAM AEROSPACE CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                         (In thousands)
                                          (Unaudited)
<TABLE>
<CAPTION>

                                  Additional            Minimum   Unamortized            Total
                         Common   Paid-In   Accumulated Pension   Stock Plan  Treasury  Stockholders'
                         Stock    Capital    Deficit    Liability  Expense     Stock     Equity
                         ------------------------------------------------------------------------
<S>                       <C>     <C>       <C>         <C>       <C>        <C>       <C>       
Balance as of December
31, 1996                  $859    $333,686  $(468,971)  $(1,464)  $(2,432)   $(50,489) $(188,811)
Net income                                    198,622                                    198,622
Amortization of stock                                               1,314                  1,314
plan expense
Exercise of common           2         886                                                   888
stock options
Tax benefit of common               29,399                                                29,399
stock options
                         ------------------------------------------------------------------------

Balance as of September   $861    $363,971  $(270,349)  $(1,464)  $(1,118)   $(50,489)   $41,412
30, 1997
                         ========================================================================

</TABLE>




            See notes to consolidated financial statements

              GULFSTREAM AEROSPACE CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                 (Unaudited)


                                                      NINE MONTHS ENDED
                                                        SEPTEMBER 30,
                                                     --------------------
                                                       1997       1996
                                                     ---------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                           $198,622   $  32,606
                                                                 
Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                        24,342      18,273
  Postretirement benefit cost                           5,140       5,051
  Provision for loss on pre-owned aircraft             (1,100)      1,000
  Non-cash stock option compensation expense            1,314       6,663
  Deferred income tax benefit                         (64,801)
  Other, net                                              712         322
  Change in assets and liabilities:
   Accounts receivable                                  7,986     (66,048)
   Inventories                                          2,151    (205,997)
   Prepaids, other assets, and deferred charges        (2,640)     (2,784)
   Accounts payable and accrued liabilities            (3,942)     17,794
   Customer deposits                                 (134,753)    410,314
   Other long-term liabilities                            615      (2,641)
                                                     ---------  ---------
Net Cash Provided by Operating Activities              33,646     214,553

CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment                (9,619)     (9,518)
Dispositions of property and equipment                                 24
Expenditures for tooling                               (2,613)     (1,593)
                                                     ---------  ---------
Net Cash Used in Investing Activities                 (12,232)    (11,087)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of common stock options            888          78
Principal payments on long-term debt                  (13,333)    (39,799)
Repurchase of preferred stock                                     (18,938)
Dividends paid on preferred stock                                (104,010)
                                                     ---------  ---------
Net Cash Used in Financing Activities                 (12,445)   (162,669)

Increase in cash and cash equivalents                   8,969      40,797
Cash and cash equivalents, beginning of period        233,172     223,312
                                                     =========  =========
Cash and cash equivalents, end of period             $242,141   $ 264,109
                                                     =========  =========




See notes to consolidated financial statements

           GULFSTREAM AEROSPACE CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have
been prepared by the Company pursuant to the rules of the Securities
and Exchange Commission ("SEC") and, in the opinion of the Company,
include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of financial position,
results of operations and cash flows. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules. The operating results for
the three and nine months ended September 30, 1997 are not necessarily
indicative of the results to be expected for the full year. These
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended
December 31, 1996 included in the Company's 1996 Annual Report to
Stockholders.

NOTE 2.  NET INCOME PER SHARE

     Net income per share is based on net income divided by the
weighted average number of common and common equivalent shares
outstanding during the period. Common equivalent shares consist of the
Company's stock issuable upon exercise of common stock options
determined using the treasury stock method. For the 1996 periods, net
income per share is calculated based on historical net income and
assuming the Company's initial public offering and related
transactions that occurred during October 1996 and the issuance of
stock options in 1996 had occurred as of the beginning of the
respective reporting period.

NOTE 3.  INVENTORIES

    Inventories consisted of the following at:

                                                  September     December
                                                     30,           31,
                                                    1997          1996
                                                ------------  ------------
                                                     (In thousands)
Work in process                                   $334,760      $355,198
Raw materials                                      140,270       108,041
Pre-owned aircraft                                 116,122        87,680
Vendor progress payments                            63,034       104,318
                                                ------------  ------------
                                                  $654,186      $655,237
                                                ============  ============

NOTE 4.  COMMITMENTS AND CONTINGENCIES

     In the normal course of business, lawsuits, claims and
proceedings have been or may be instituted or asserted against the
Company relating to various matters, including products liability.
Although the outcome of litigation cannot be predicted with certainty
and some lawsuits, claims or proceedings may be disposed of
unfavorably to the Company, management has made provision for all
known probable losses related to lawsuits and claims and believes that
the disposition of all matters which are pending or asserted will not
have a material adverse effect on the financial statements of the
Company.

     The Company is involved in a tax audit by the Internal Revenue
Service covering the years ended December 31, 1991 and 1990. The
revenue agent's report includes several proposed adjustments involving
the deductibility of certain compensation expense, items relating to
the initial capitalization of the Company, the allocation of the
original purchase price for the acquisition by the Company of the
Gulfstream business, including the treatment of advance payments with
respect to and the cost of aircraft that were in backlog at the time
of the acquisition, and the amortization of amounts allocated to
intangible assets. The Company believes that the ultimate resolution
of these issues will not have a material adverse effect on its
financial statements because the financial statements already reflect
what the Company currently believes is the expected loss of benefit
arising from the resolution of these issues.

     The Company is currently engaged in the monitoring and cleanup of
certain ground water at its Savannah facility under the oversight of
the Georgia Department of Natural Resources. Expenses incurred for
cleanup have not been significant. The Company received in 1992, at
its Long Beach facility, two inquiries from the U.S. Environmental
Protection Agency and, in 1991, at its Oklahoma facility, a soil
contamination inquiry. The Company believes other aspects of the
Savannah facility, as well as other Gulfstream properties, are being
carefully monitored and are in substantial compliance with current
federal, state and local environmental regulations. The Company
believes the liabilities, if any, that will result from the above
environmental matters will not have a material adverse effect on its
financial statements.

NOTE 5.  INCOME TAXES

     The Company recorded a net income tax benefit of $63.1 million
and $60.6 million for the quarter and nine month period ended
September 30, 1997, respectively. No provision for income taxes for
the quarter and nine month period ended September 30, 1996 was
recorded, principally as a result of utilization of net operating loss
carryforwards. The Company, in estimating the realizability of its net
deferred tax assets, considers both positive and negative evidence and
gives greater weight to evidence that is objectively verifiable. As a
result of numerous factors, including, but not limited to recent
earnings trends, the Company currently believes its net deferred tax
asset is more likely than not to be realized, and released in the
quarter ended September 30, 1997 its deferred tax valuation allowance,
totalling approximately $94 million, of which $29 million of such
benefits related to the exercise of stock options and was credited to
additional paid-in capital and the remainder, $65 million was recorded
as a one-time, non-cash tax benefit. The Company had available at
September 30, 1997 net operating loss carryforwards for regular
federal income tax purposes of approximately $115.0 million which will
begin expiring in 2006.

NOTE 6.  NEW ACCOUNTING STANDARDS

     In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings
per Share, which will be effective for the Company's 1997 annual
financial statements. SFAS No. 128 simplifies the standards for
computing earnings per share (EPS) information and makes the
computation comparable to international EPS standards. SFAS No. 128
replaces the presentation of "primary" (and when required "fully
diluted") EPS with a presentation of "basic" and "diluted" EPS. Pro
forma amounts under the provisions of SFAS No. 128 are set forth
below:

                                    Three months ended    Nine months ended
                                      September 30,         September 30,
                                   ---------------------  -------------------
                                     1997        1996       1997       1996
                                   ---------   ---------  ---------  --------
Basic EPS                            $1.61       $0.23      $2.68      $0.44
Diluted EPS                          $1.54       $0.22      $2.54      $0.42

     In June 1997, the Financial Accounting Standards Board issued
SFAS No. 130, Reporting Comprehensive Income, and SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information,
which are both effective no later than for the Company's 1998 fiscal
year. These two new statements may affect the Company's financial
statement disclosures. The Company is evaluating how and when to
implement these new disclosure statements.


                 MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     The following discussion should be read in conjunction with the
Notes to Consolidated Financial Statements beginning on page 7 and
with Management's Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) and the audited Consolidated Financial
Statements and Notes to Consolidated Financial Statements appearing in
the Company's 1996 Annual Report to Stockholders.

COMPARISON  OF RESULTS OF  OPERATIONS  FOR THE QUARTER  AND NINE MONTHS  ENDED
SEPTEMBER 30, 1997 AND 1996

     Net Revenues. Net revenues increased by $180.2 million, or 63%,
to $464.0 million in the third quarter of 1997 from $283.8 million in
the third quarter of 1996. The significant increase resulted primarily
from the delivery of 14 new aircraft, six Gulfstream IV-SPs and eight
Gulfstream Vs, as compared with nine aircraft, all Gulfstream IV-SPs,
in the third quarter of 1996. During the nine months ended September
30, 1997, total net revenues increased by $620.1 million, or 84%, to
$1,362.6 million from $742.5 million for the nine months ended
September 30, 1996. For the nine months ended September 30, 1997,
Gulfstream delivered 37 new aircraft, 16 Gulfstream IV-SPs and 21
Gulfstream Vs, up from 20 Gulfstream IV-SPs and no Gulfstream Vs in
the same period of 1996. Also contributing to the increase were
revenues of $158.4 million from the sale of 12 pre-owned aircraft for
the nine months as compared to revenues of $100.3 million from the
sale of 10 aircraft in the corresponding period in 1996.

     Cost of Sales. Total cost of sales increased $150.5 million to
$373.0 million in the third quarter of 1997 from $222.5 million in the
third quarter of 1996, and increased $547.7 million to $1,125.0
million for the nine months ended September 30, 1997 from $577.3
million for the nine months ended September 30, 1996. These increases
were a result of the higher number of new aircraft and pre-owned
aircraft deliveries discussed above. Excluding pre-owned aircraft,
which generally are sold at break-even levels, the gross profit
percentage for the third quarter of 1997 was 19.3% compared to 24.7%
for the third quarter of 1996, and for the nine months ended September
30, 1997, the gross profit percentage was 19.1% compared to 26.0% for
the comparable period in 1996. The decline in gross profit percentage
is primarily attributable to the introduction of the Gulfstream V
aircraft into production and the higher costs associated with the
early stages of the Gulfstream V production program. The Company
expects the margin percentage of revenue on the Gulfstream V to
approach that of the Gulfstream IV-SP over the next 12-18 months.

     Selling and Administrative Expense. Selling and administrative
expense of $23.9 million in the third quarter of 1997 was relatively
unchanged compared to $24.8 million for the third quarter of 1996. For
the nine months ended September 30, 1997, selling and administrative
expense was $69.5 million as compared to $70.0 million for the nine
months ended September 30, 1996. As a percentage of net revenues,
selling and administrative expense decreased to 5.2% during the third
quarter of 1997 compared to 8.7% in the third quarter of 1996, and
decreased to 5.1% during the nine months ended September 30, 1997
versus 9.4% in the comparable period of 1996, both as a result of
higher revenues in 1997.

     Stock Option Compensation Expense. The issuance of options to
purchase common stock of the Company resulted in a non-cash
compensation charge of $0.3 million and $1.3 million during the third
quarter of 1997 and the nine months ended September 30, 1997,
respectively, compared to $1.5 million and $6.7 million for the
comparable periods in 1996.

     Research and Development Expense. Research and development
expense decreased by $12.1 million to $4.3 million for the third
quarter of 1997 from $16.4 million for the third quarter of 1996,
principally as a result of the substantial completion of the
Gulfstream V development program. For the nine month period ended
September 30, 1997, research and development expense decreased by
$43.0 million to $8.1 million from $51.1 million for the corresponding
period in 1996. Research and development expense for the nine months
ended September 30, 1997 is net of a $10.0 million credit for launch
assistance funds received from a vendor participating in the
development of the Gulfstream V.

     Interest Income and Expense. Interest income decreased by $0.8
million to $2.8 million in the third quarter of 1997 and decreased by
$3.0 million to $8.2 million in the nine months ended September 30,
1997 from the comparable 1996 periods. In each case, the decrease was
a result of lower average cash balances invested during the 1997
periods. Interest expense increased by $4.3 million to $7.5 million
for the third quarter of 1997 and by $13.0 million to $23.3 million
for the nine months ended September 30, 1997, respectively, over the
comparable periods in 1996. This increase was principally due to the
increase in average long-term borrowings resulting from the Company's
new credit facilities.

     Provision (Benefit) for Income Taxes. The Company recorded a net
income tax benefit of $63.1 million and $60.6 million for the quarter
and nine month period ended September 30, 1997, respectively. No
provision for income taxes for the quarter and nine month period ended
September 30, 1996 was recorded, principally as a result of
utilization of net operating loss carryforwards. The Company, in
estimating the realizability of its net deferred tax assets, considers
both positive and negative evidence and gives greater weight to
evidence that is objectively verifiable. As a result of numerous
factors, including, but not limited to recent earnings trends, the
Company currently believes its net deferred tax asset is more likely
than not to be realized, and released in the quarter ended September
30, 1997 its deferred tax valuation allowance, totalling approximately
$94 million, of which $29 million of such benefits related to the
exercise of stock options and was credited to additional paid-in
capital and the remainder, $65 million was recorded as a one-time
non-cash tax benefit. The Company had available at September 30, 1997
net operating loss carryforwards for regular federal income tax
purposes of approximately $115.0 million which will begin expiring in
2006.

     Earnings Per Share. The Company reported earnings per share of
$1.54 for the third quarter 1997 (or $0.70 per share, excluding the
one time tax benefit discussed above) up from the third quarter 1996
of $0.22. For the nine months ended September 30, 1997, earnings per
share increased to $2.54 (or $1.71 per share, excluding the one time
tax benefit discussed above) from $0.42 for the corresponding period
in 1996. On a pro forma basis, assuming an effective tax rate of
37.5%, the Company's earnings per share would have been $0.45 and
$0.14 for the quarters ended September 30, 1997 and 1996, respectively
and $1.10 and $0.26 for the nine months ended September 30, 1997 and
1996, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's liquidity needs arise from working capital
requirements, capital expenditures, and principal and interest
payments on long-term debt. During the nine months ended September 30,
1997, the Company relied on its available cash balances to fund these
needs. The Company had cash and cash equivalents totaling $242.1
million at September 30, 1997 and available but undrawn borrowings of
$200.0 million under a revolving credit facility.

     Net cash generated by operating activities during the nine months
ended September 30, 1997 and 1996, was $33.6 million and $214.6
million, respectively. The reduction in 1997 is primarily attributable
to the timing of progress payments on aircraft in backlog for the
comparable periods.

     Capital expenditures for property and equipment and tooling were
$12.2 million and $11.1 million, respectively, during the nine months
ended September 30, 1997. As a result of continued strong demand for
its products, and the Company's objective to make deliveries sooner to
its new aircraft customers, Gulfstream announced, during the fourth
quarter of 1996, plans to increase its annual production rate to
approximately 60 aircraft by 1999, a twofold increase over its 1996
annual production rate. As a result, in 1997 and 1998, the Company's
capital expenditures are expected to increase over the two year period
by approximately $35 million above previously planned annual levels of
approximately $15 million to meet the requirements of the increased
production capacity. The Company continually monitors its capital
spending in relation to current and anticipated business needs. As
circumstances dictate, facilities are added, consolidated, or
modernized.

     At September 30, 1997, borrowings under the Company's credit
facilities were $386.7 million. The Company made scheduled payments on
its long-term debt of $13.3 million during the nine months ended
September 30, 1997, and scheduled repayments remaining are $6.7
million in 1997, $75.0 million in each of the years 1998 through 2001,
and $80.0 million in 2002. The Credit Agreement contains customary
affirmative and negative covenants including restrictions on the
ability of the Company and its subsidiaries to pay cash dividends, as
well as financial covenants under which the Company must operate. At
September 30, 1997 the Company was in compliance with the covenants of
its existing credit agreement.

     In connection with orders for 25 Gulfstream V aircraft in the
backlog, the Company has offered customers trade-in options (which may
or may not be exercised) under which the Company will accept trade-in
aircraft, primarily Gulfstream IVs and Gulfstream IV-SPs, at a
guaranteed minimum trade-in price. In light of the current market for
pre-owned Gulfstream aircraft, management believes that the fair
market value of such aircraft exceeds the specified trade-in values.
As such, Gulfstream does not believe the existence of such commitments
will have a material adverse effect on its results of operations, cash
flow or financial position.

     On October 10, 1996, the Company reached an agreement in
principle with the Pension Benefit Guaranty Corporation (the "PBGC")
concerning funding of the Company's defined benefit pension plans.
Pursuant to this agreement, the Company contributed an additional $20
million in 1996, and $18.8 million during the nine months ended
September 30, 1997. Further, the Company has agreed to contribute $6.2
million for the remainder of 1997 and a total of $25 million annually
from 1998 through 2000 to its pension plans, which payments are
expected to result in such plans being fully funded. The payments to
be made under this agreement were already part of the Company's
overall financial planning, and therefore, are not expected to have a
material effect on the Company's financial statements.

     The Company's principal source of liquidity, both on a short-term
and long-term basis, is cash flow provided by operations, including
customer progress payments and deposits on new aircraft orders.
Occasionally, however, the Company may borrow against the credit
agreement to supplement cash flow from operations. The Company
believes that based upon its analysis of its consolidated financial
position, its cash flow during the past 12 months and the expected
results of operations in the future, operating cash flow and available
borrowings under the credit agreement will be adequate to fund
operations, capital expenditures and debt service for at least the
next 12 months. The Company intends to repay its remaining
indebtedness primarily with cash flow from operations. There can be no
assurance, however, that future industry specific developments or
general economic trends will not adversely affect the Company's
operations or its ability to meet its cash requirements.

CONTRACTUAL BACKLOG

     At September 30, 1997, Gulfstream had a firm contract backlog of
approximately $2.8 billion of revenues, representing a total of 89
aircraft. The Company includes an order in backlog only if the Company
has entered into a purchase contract (with no contingencies) with the
customer and has received a significant (generally non-refundable)
deposit from the customer.

     The Company continually monitors the condition of its backlog and
believes, based on the nature of its customers and its historical
experience, that there will not be a significant number of
cancellations. However, to the extent that there is a lengthy period
of time between a customer's aircraft order and its delivery date,
there may be increased uncertainty as to changes in business and
economic conditions which may affect customer cancellations.


                          PART II. OTHER INFORMATION


ITEM       LEGAL PROCEEDINGS
1.
           Not Applicable.

ITEM       CHANGES IN SECURITIES
2.
           Not Applicable.

ITEM       DEFAULTS UPON SENIOR SECURITIES
3.
           Not Applicable.

ITEM       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
4.
           Not Applicable.

ITEM       OTHER INFORMATION
5.

           Certain statements contained in this Form 10-Q contain
           "forward-looking" information that involves risk and
           uncertainty, including, but not limited to, statements
           regarding planned future deliveries and expenditures. Actual
           future results and trends may differ materially depending on
           a variety of factors. For discussion of these factors, see
           Exhibit 99, Cautionary Statement for Purposes of the "Safe
           Harbor" Provisions of the Private Securities Litigation
           Reform Act of 1995.

ITEM       EXHIBITS AND REPORTS ON FORM 8-K
6.

           (a) Exhibits

           The following exhibits are filed as part of this report:

               Exhibit 11.1      Computation of Earnings per Common Share.

               Exhibit 27.1      Financial Data Schedule.

               Exhibit 99.1      Cautionary Statement for Purposes of the
                                 "Safe Harbor" Provisions of the Private 
                                 Securities Litigation Reform Act of 1995.

           (b) Report on Form    No reports on Form 8-K were filed during the
               8-K               quarter ended September 30, 1997.



                               SIGNATURE

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: November 11, 1997


                                          GULFSTREAM AEROSPACE CORPORATION

                                                  /s/ Chris A. Davis
                                           ----------------------------------
                                                    Chris A. Davis
                                               Executive Vice President,
                                              Chief Financial Officer and
                                                       Secretary
                                               (Principal Financial and
                                                  Accounting Officer)


                             EXHIBIT INDEX


EXHIBITS

            Exhibit 11.1    Computation of Earnings per Common Share.

            Exhibit 27.1    Financial Data Schedule.

            Exhibit 99.1    Cautionary Statement for Purposes of the "Safe
                            Harbor" Provisions of the Private Securities
                            Litigation Reform Act of 1995.