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 Quarter Ended                            Commission File No.
March 31, 1998                                        33-67422




                   SABRELINER CORPORATION
   (Exact name of registrant as specified in its charter)




          Delaware                             43-1289921
(State of Incorporation)            (I.R.S. Employer Identification No.)




                    Pierre Laclede Center
                         Suite 1500
                     7733 Forsyth Blvd.
                St. Louis Missouri 63105-1821
                       (314) 863-6880
                              
  (Name, address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
                              
                              
                              
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  report(s), and (2) has been subject  to  such  filing
requirements for the past 90 days.   YES [ X  ] NO [   ]

The number of shares of the Company's common stock outstanding on
April 30, 1998 was 869,934.


PART I - FINANCIAL INFORMATION
Condensed Financial Statements

                              
                   Sabreliner Corporation
                 Consolidated Balance Sheets
                   (Dollars in Thousands)
                              
                                       Unaudited          Audited
                                    March 31, 1998      June 30, 1997
                          
Assets                                                   
Current assets:                                          
  Cash                                $     893          $ 22,994
  Accounts receivable (net of                        
    allowances of $405 and $550,         27,553            29,952
    respectively)
  Inventories                            39,371            31,542
  Contracts in process (net of                       
    customer advances and progress                     
    payments of $28,374 and              54,983            20,192
    $15,143, respectively)
  Prepaid and other current               6,427             4,697
    assets
  Total current assets                  129,227           109,377
                                                   
Property and equipment (net of                      
  depreciation of $23,379 and            46,658            37,882
  $21,286, respectively)
Deferred financing costs and              8,682             9,641
  other assets
                                                   
  Total assets                         $184,567          $156,900
                                                   
Liabilities and stockholders' equity
Current liabilities:                               
  Accounts payable                     $ 28,501          $ 24,997
  Current portion of long-term                       
    debt and capital leases                 715               750
  Customer advances                       1,874             5,588
  Accrued compensation                    5,661             7,068
  Accrued interest expense                4,990             1,946
  Other accrued liabilities               5,827             8,994
     Total current liabilities           47,568            49,343
                                                   
Long-term debt and capital               93,866            94,863
  leases
Revolving credit facility                25,764                 -
Other long-term liabilities               2,201             2,202
                                                   
Stockholders' equity                     15,168            10,492
                                                   
  Total liabilities and                $184,567          $156,900
    stockholders' equity
                              
                   Sabreliner Corporation
            Consolidated Statements of Operations
                         (Unaudited)
 (Dollars in Thousands, Share and Per Share Data as Stated)

                         Three Months Ended      Nine Months Ended
                        March 31    March 31    March 31    March 31
                          1998        1997        1998        1997
                                                         
Net revenue             $77,227     $56,897     $209,539    $159,595
Cost of revenue          63,514      47,709      168,251     135,113
 Gross margin            13,713       9,188       41,288      24,482
Selling, general and                                         
  administrative   
  expense                 8,022       6,929       23,596      23,035
                                                         
  Operating income        5,691       2,259       17,692       1,447
                                                         
Interest expense,        (3,804)     (3,392)     (10,116)     (9,676)
   net
Other income (expense)       57       1,007            -       1,004
  Earnings (loss)                                         
    before income       
    taxes                 1,944        (126)       7,576      (7,225)
                                                         
Income tax                 (746)        415       (2,885)      3,379
(expense) benefit
                                                         
  Net income (loss)     $ 1,198     $   289      $ 4,691   $  (3,846)
                                                      
Earnings per share                                       
data
                                                         
  Basic earnings        $  1.38     $  0.33      $  5.39    $  (4.42)
    (loss) per share
                                                         
  Diluted earnings      $  1.37     $  0.33      $  5.36    $  (4.39)
    (loss) per share
                                                         
  Dividends paid per                                       
    common share        $  0.00     $  0.00      $  0.00    $   0.00
                                                         
                   Sabreliner Corporation
            Consolidated Statements of Cash Flows
                         (Unaudited)
                   (Dollars in Thousands)                       
                              
                                              Nine Months Ended
                                           March 31,     March 31,
                                             1998          1997
Cash flows from operating activities:                
Net income (loss)                          $  4,691      $ (3,846)
                                                     
Adjustments to reconcile net earnings                
to net cash provided by operating
activities:
       Depreciation                           4,514         4,528
       Amortization                             971           915
       Changes in assets and        
         liabilities                        (44,987)      (12,438)
                                                     
Net cash used by operating activities       (34,811)      (10,841)
                                                     
Cash flows used in investing                         
  activities:
Capitalized expenditures                    (12,512)       (5,897)
                                                     
Cash flows from financing activities:
                
Principal payments on long-term debt           (527)         (773)
  and capital leases
Proceeds from revolving credit                      
  facility and other short-term  
  borrowings                                 25,764         4,290
Other long-term borrowings                        -         1,457
Purchase of treasury stock                      (15)            1
Net cash provided by financing               25,222         4,975
  activities
                                                     
Net decrease in cash and cash               (22,101)      (11,763)
  equivalents
                                                     
Cash and cash equivalents,                   22,994        12,254
  beginning of period
                                                     
Cash and cash equivalents, end of          $    893       $   491
  period

Notes to Unaudited Condensed Financial Statements

Basis of Presentation

The   information  set  forth  in  this  interim   financial
statement  as  of  and for the three and nine  months  ended
March  31,  1998  and March 31, 1997 is unaudited.   In  the
opinion  of  management, the unaudited  financial  statement
reflects  all  adjustments necessary to present  fairly  the
financial  results  of  Sabreliner Corporation  reported  as
corporate  and  government  airframe  business  and   engine
business   and   its  wholly  owned  subsidiaries   Midcoast
Aviation,   Inc.,  reported  as  corporate  and   government
airframe  business; Turbotech Repairs, Inc., marketed  under
the  Premier  Turbines  tradename  and  reported  as  engine
business; and Dimension Aviation, Inc. and SabreTech,  Inc.,
reported  as  commercial airframe business for  the  periods
indicated.   Results  of operations for the  interim  period
ended  March 31, 1998 are not necessarily indicative of  the
results of operations for the full fiscal year.

Inventories

Components of inventories as of March 31, 1998 and June 30,
1997 were:

                                  March        June
                                (Dollars in Thousands)

          Aircraft parts         $36,376     $28,839
          Raw materials            2,566       1,403
          Pre-owned aircraft         429       1,300
         
               Total             $39,371     $31,542

Contracts in Process

Contracts in process represent accumulated contract cost and
estimated  earnings  thereon based upon  the  percentage  of
completion  of  unbilled customer orders, net of  applicable
customer  advance  or  progress  payments.   In  determining
balances  of  contracts in process, the Company follows  the
requirements of SOP81-1.  Title to or a security interest in
certain items included in contracts in process can be vested
in  the  U.S. government and other customers by  reasons  of
progress  payment provisions of related contracts.  Included
in  the  contracts in process as of March 31, 1998  are  the
proportionate  revenues earned on amounts subject  to  claim
settlement, representing approximately $1.0 million in after-
tax   earnings.   In  accordance  with  industry  practices,
contracts  in  process relating to long-term  contracts  are
classified as current assets even though a portion  may  not
be realized within one year.

Earnings Per Share

In  1997,  the  Financial Accounting Standards Board  issued
Statement  of  Financial  Accounting  Standards   No.   128,
Earnings Per Share.  Adoption of Statement 128 requires  the
replacement of the previously reported primary earnings  per
share with a dual presentation of basic and diluted earnings
per  share.   Basic  earnings per share  is  computed  using
outstanding common stock only.  Diluted earnings  per  share
includes  any  dilutive  effects of  options,  warrants  and
convertible securities.  All earnings per share amounts  for
all  periods  have  been  presented,  and  where  necessary,
restated to conform to the Statement 128 requirements.   The
following  table  sets forth the computation  of  basic  and
diluted earnings per share:
  
                             Three Months Ended    Nine Months Ended
                             3/31/98    3/31/97    3/31/98   3/31/97
    
Numerator:                                             
  Net Income                $  1,198   $    289   $  4,691  $ (3,846)
  Preferred stock           
   dividends                       -          -          -         -
     Numerator for fully                                   
     diluted EPS            $  1,198   $    289   $  4,691  $ (3,846)
                                                         
  Effect of dilutive     
    securities:                    -          -          -         -
      Numerator for fully                                   
      diluted EPS           $  1,198   $    289   $  4,691  $ (3,846)
                                                         
Denominator:                                             
  Denominator for basic                                  
    EPS - weighted-     
    average shares           869,934    870,934    870,267   870,901
                                                         
  Effect of dilutive 
    securities:
      Employee stock           
      options                  4,106      4,937      4,106     4,944
       
  Denominator for                                        
    diluted EPS -                                          
    adjusted weighted-                                     
    average shares and       874,040    875,871    874,373   875,845
    assumed conversions   
                                                         
EPS:                                                     
Basic earnings per share    $   1.38   $   0.33   $   5.39  $  (4.42)
                                                         
Diluted earnings per        $   1.37   $   0.33   $   5.36  $  (4.39)
  share         

Options  to purchase 1,400 shares of common stock at  $17.22
per share were outstanding through August 19, 1996 and 4,000
shares  of  common stock at $15.00 per share  are  currently
outstanding  but  were not included in  the  computation  of
diluted  earnings  per share because the  options'  exercise
price  was greater than or equal to the average market price
of  the  common shares, and, therefore, the effect would  be
antidilutive.

Contingencies

Refer  to  PART  II  -  OTHER  INFORMATION,  Item  1.  Legal
Proceedings.


Management's Discussion and Analysis of Financial  Condition
and Results of Operation

Overview

Operating income was $5.7 million for the quarter ended  and
$17.7  million  for the nine months ended  March  31,  1998,
representing increases over the same periods of the previous
year  of $3.4 million and $16.3 million, respectively.   The
performance  on  recently  awarded government  airframe  and
engine contracts provided $2.5 million and $10.0 million for
the  quarter and nine months ended, respectively,  of  these
increases.   The  removal  of four  unprofitable  commercial
aviation  facilities during fiscal 1997 increased comparable
fiscal 1998 profits by $1.1 million for the quarter and $7.8
million  for  the  nine months ended March  31,  1998.   The
addition  of a new commercial aviation subsidiary, Dimension
Aviation, to perform DC-10 and MD-11 PtoF conversions  under
Boeing   subcontracts  also  improved  commercial   aviation
operating  profit for the quarter and nine  months  by  $1.0
million and $2.1 million, respectively.  Offsetting gains in
other  areas,  the Company has recognized  declines  in  the
continuing operations at the SabreTech subsidiary,  of  $1.2
million  and  $4.4 million for the quarter and  nine  months
ended, respectively, due to lower business volume.  See PART
II - OTHER INFORMATION.  Item 1. Legal Proceedings.

Quarter and Nine Months Ended March 31, 1998 as Compared  to
Quarter and Nine Months Ended March 31, 1997

Revenue.  Revenue for the third quarter ended March 31, 1998
was  $20.3  million  higher than  the  same  period  of  the
previous  year.   Increases were reported  in  each  of  the
Company's   business   areas.   Corporate   and   government
airframes  provided $6.0 million in added revenue, primarily
from  the Lockheed Martin Eagle subcontract and the addition
of an aircraft inspection program for the U.S. Navy.  Engine
revenue  increased  by  $6.2 million, substantially  all  of
which  was  due  to  performance  on  government  contracts.
Commercial  airframe  revenue  increased  by  $8.1  million,
representing  the  addition of a new subsidiary  to  perform
PtoF  conversions  which provided $10.7 million.   This  was
offset  by  $2.6  million  reduction  in  revenues  at   the
remaining commercial facilities.

Revenue increased $49.9 million, or 31.2%, to $209.5 million
for the nine months ended March 31, 1998 from $159.6 million
for the nine months ended March 31, 1997.  Increased revenue
was reported in each of the Company's business areas.

Corporate  and  government airframe revenue increased  $22.5
million, or 25%, to $111.2 million for the nine months ended
March  31, 1998 from $88.7 million for the nine months ended
March  31,  1997.   Modifications and maintenance  generated
$5.9  million of this revenue increase.   The sale  of  pre-
owned  aircraft also provided $5.5 million in added revenue.
Another  $6.3 million of the increase was provided  by  U.S.
Government   logistics   service   contracts,   representing
aircraft condition inspections recently awarded by the  U.S.
Navy and added volume on the U.S. Air Force C-20 program.

Corporate  and  government engine  revenue  increased  $25.4
million, or 132%, to $44.7 million for the nine months ended
March  31,  1998 from $19.3 for the nine months ended  March
31,  1997.  Government contracts generated $17.3 million  of
this   increase   and  the  addition  of   engine   overhaul
capabilities  on  the AlliedSignal TFE731  provided  another
$5.8  million in engine revenue.  Growth in engine component
repairs increased revenue $2.1 million.

Commercial airframe revenue increased $2.0 million,  or  4%,
to  $53.6  million for the nine months ended March 31,  1998
from $51.6 million for the nine months ended March 31, 1997,
despite  the removal of four commercial aviation  facilities
from  operation which had provided $12.6 million in  revenue
during  that period.  Excluding the effect of closing  these
facilities, commercial airframe revenue would have increased
by  $14.6  million in the nine months ended March 31,  1998,
versus  the corresponding period of the previous year.   The
addition  of  a  new subsidiary to perform PtoF  conversions
provided $29.1 million in added revenue for the nine  months
ended  March  31, 1998.  Partially offsetting this  increase
was  a  decline in revenue of $14.5 million at the remaining
commercial  operation caused by the adverse effects  of  the
ValuJet crash on customer demand.

Gross  Margins.   Gross margin for the  three  months  ended
March   31,  1998  increased  by  $4.5  million   from   the
corresponding  period  of  the  prior  year.   The   largest
increase was in corporate and government airframes, totaling
$3.0  million, generated largely through the performance  of
government  contracts, which provided $2.0 million.   Engine
gross margin was $1.9 million higher in the third quarter of
fiscal 1998, versus the same period of last year due to  the
additional  business provided by recent  government  awards.
Commercial  aviation gross margin declined by  $0.4  million
during  the  quarter,  as compared  to  the  previous  year,
despite  the closure of four unprofitable facilities  during
fiscal 1997 which reported losses of $0.5 million during the
three  months ended March 31, 1997. The addition  of  a  new
subsidiary  to perform PtoF modifications, which added  $1.8
million  during the three months ended March  31,  1998  was
offset  by  declines attributed to the remaining  commercial
facility which reported gross margin $2.7 million lower than
the prior year due to reduced business volume.

Total gross margin increased $16.8 million, or 69%, to $41.3
million for the nine months ended March 31, 1998 from  $24.5
million for the nine months ended March 31, 1997.  Corporate
and  government airframe business provided $5.8  million  of
this  increase,  due  to  the award  of  aircraft  condition
inspections  for the U.S. Navy, which provided $2.3  million
in  additional gross margin, and due to increased  corporate
major  modifications.  Corporate and government engine gross
margin increased $8.0 million, or 163%, to $13.0 million for
the  nine months ended March 31, 1998 from $4.9 million  for
the  nine  months  ended  March 31,  1997.   Performance  on
government contracts provided $6.6 million of this increase.
The   addition  of  engine  overhaul  capabilities  on   the
AlliedSignal  TFE731 engine also provided  $0.7  million  in
added gross margin.  The remaining increase in business  and
government engine service gross margin was due to  increased
volume,    particularly   in   engine   component   repairs.
Commercial airframe gross margin increased $3.0 million,  or
176%,  to  $4.7 million for the nine months ended March  31,
1998  from $1.7 million for the nine months ended March  31,
1997,  partially due to the removal of the four unprofitable
commercial airframe facilities from operations during fiscal
1997.   Excluding the $2.4 million effect of  closing  these
facilities,  the gross margin associated with the  remaining
commercial airframe facilities would have increased by  $0.6
million.  This resulted from forming a subsidiary to perform
PtoF conversions, which provided $4.6 million in added gross
margin,  and  the reduction in gross margin of $4.0  million
due  to  a  decline  in  business at  the  other  commercial
airframe subsidiary.

Selling,  General and Administrative.  Selling, general  and
administrative  expense increased by $1.1 million  and  $0.6
million during the three months and nine months ended  March
31,  1998, respectively, as compared to the same periods  of
the  previous year.  After excluding the facilities  removed
from operation and the effect of ValuJet-related expense  on
fiscal  1997  results, which totaled $0.5  million  for  the
quarter and $5.4 million for the nine months ended March 31,
1997, selling, general and administrative expense would have
increased  from fiscal 1997 by $1.6 million for the  quarter
and  $6.0 million for the nine months ended March 31,  1998.
The  subsidiary  established  to  perform  PtoF  conversions
required additional administrative expenses of $0.9  million
and   $2.6   million  for  the  quarter  and  nine   months,
respectively.   The remaining increases in selling,  general
and   administrative  expenses  for  the  periods   can   be
attributed    to   incremental   marketing   expenses    and
inflationary effects.

Outlook

A comparison of backlog by business area follows:

                                              Outstanding Backlog
                                       March 31, 1998      June 30, 1997
                                             (Dollars in Thousands)
                                           
  Corporate and government airframe      $ 57,710         $ 98,659
  Engine                                   55,309           31,231
  Commercial airframe                      90,052          122,655
                                         $203,071         $252,545

Backlog  estimates  represent the  expected  values  due  on
completion  of  firm,  undelivered  orders.   On   contracts
subject  to  ordering periods with Best  Estimated  Quantity
("BEQ")  provisions, the BEQ estimate is considered  backlog
upon   order  authorization.   For  contracts  with   option
periods,  no  backlog  is  reflected  for  the  periods   of
unexercised  options.   If  included,  these  options  would
increase total backlog as of March 31, 1998 to $594 million.

The  reduction in corporate and government airframe business
backlog  is  primarily due to work completed  on  government
logistics  contracts.   The  increase  in  engine   business
backlog from June 30, 1997 to March 31, 1998 is due  to  the
award of a new contract with the U.S. Army and increases  in
corporate  demand.   The  reduction in  commercial  airframe
backlog reflects the continued performance of the DC-10  and
MD-11  PtoF  subcontracts with Boeing.  The  total  expected
revenue  of  firm  orders under the Boeing  subcontracts  is
approximately $120 million, and as of March 31, 1998, nearly
$79.0 million remained undelivered.

Liquidity and Capital Resources

During  the  nine  months ended March 31, 1998  the  Company
deployed  capital  resources provided  by  outstanding  cash
balances  and  the revolving credit facility totaling  $47.9
million.  The largest investment for the period was made  in
working  capital  and  facility  enhancements  necessary  to
perform  the PtoF subcontracts for Boeing performed  at  the
Company's  new commercial aviation subsidiary,  where  total
investments  for the first nine months of fiscal  1998  were
$38.2  million.   The  Company  expects  additional  working
capital  resources  of  approximately  $6.0  million  to  be
required at this subsidiary as the Boeing subcontracts reach
peak  investment.  Other major investments during  the  nine
months  ended March 31, 1998 include the construction  of  a
new  corporate  airframe hangar at Midcoast valued  at  $2.9
million  and working capital growth, totaling $6.8  million.
See PART II - OTHER INFORMATION.  Item 1. Legal Proceedings.

The Company has initiated a process whereby new Senior Notes
would   be   issued   to  redeem  outstanding   indebtedness
associated  with its 12 1/2% Senior Notes due 2003 and repay
current indebtedness accumulated under its revolving  credit
facility.   After issuance of the new Notes and  application
of   proceeds  therefrom,  the  Company  intends  to  retain
outstanding mortgages, capital leases and other indebtedness
totaling approximately $5.5 million at March 31, 1998.   The
Company also plans to continue its revolving credit facility
and  maintain  letters of credit valued in  excess  of  $3.5
million  to  comply  with  contractual  requirements.    The
Company  believes the revolving credit facility,  which  can
provide  up  to  $40  million subject to collateral  limits,
combined  with operating cash flows, will provide sufficient
resources  to  fund continued investments in  equipment  and
capabilities,   facilitate  internal  growth   and   execute
selected acquisitions within its growing markets.

Year 2000 Compliance

Many  older  computer programs identify the applicable  year
with  only  the  last two digits, presuming  the  first  two
digits  are  "19."  As of January 1, 2000 or  sooner,  these
programs  could  malfunction and cause a system  failure  or
miscalculation,  such  as erroneously identifying  post-2000
activity as occurring in a prior century.  This error  could
cause  a system failure or miscalculation which could result
in a disruption of operations including, among other things,
a   temporary   inability  to  process   transactions,   age
inventories,   or   engage   in  similar   normal   business
activities.   The  Company  has  performed   a   preliminary
assessment  of the impact of the year 2000 on  its  existing
computer systems and initiated action which it believes will
make  them  compliant  with the year  2000  requirements  by
December 31, 1998.

The Company has capitalized the establishment and transition
of  new  mainframe system software, which is  a  year  2000-
compliant  version, totaling $5.3 million as  of  March  31,
1998.    Other  information  processing  systems,  such   as
calibration equipment and test cell data gathering  systems,
will  require modification to meet the requirements  of  the
new millennium.  The costs to convert such other information
processing systems are not material and will be expensed  as
incurred.  The Company believes conversion efforts will  not
unduly  disrupt  operations or pose significant  operational
problems  for  information  systems  after  modification  to
existing  software and conversion to new software.  However,
if  such  modifications and conversion are not made  or  not
completed in timely fashion, the year 2000 effect could have
a  material  adverse effect on operations  of  the  Company.
Although   the  Company  has  completed  "beta"   and   test
installations   of  its  year  2000  compliant   replacement
software,  there  can be no guarantee that  these  schedules
will  be achieved and actual results could differ materially
from those anticipated.

Forward Looking Statements

The  Company  may have provided "Forward-Looking Statements"
(as defined in Section 27A of the Securities Act and Section
21E  of  the  Exchange  Act)  which  may  involve  risk   or
uncertainty,  including, but not limited to:  future  sales,
earnings,  margins,  production levels and  costs,  aircraft
deliveries,  research  and  development,  environmental  and
other  expenditures,  and  various  business  trends.    All
statements   included  herein  other  than   statements   of
historical  fact  are forward-looking statements.   Although
the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it  can  give  no
assurance  that  such expections will prove to  be  correct.
Actual   results  and  trends  in  the  future  may   differ
materially  from  expectation, depending  on  a  variety  of
factors.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

ValuJet Related

On May 11, 1996, ValuJet Flight 592 from Miami, carrying 110
passengers  and  crew  crashed into the Florida  Everglades,
leaving  no  survivors.  On August 19,  1997,  the  National
Transportation  Safety  Board (NTSB)  conducted  its  public
hearing  and issued an Abstract of Final Report  on  ValuJet
Flight  592 which listed the probable causes of the accident
to  be  (1)  the  failure of SabreTech to properly  prepare,
package,  identify  and track unexpended  oxygen  generators
before  presenting  them  to ValuJet,  (2)  the  failure  of
ValuJet to properly oversee its contract maintenance program
to  ensure compliance with maintenance, maintenance training
and  hazardous materials requirements and practices and  (3)
failure  of  the  Federal Aviation Administration  (FAA)  to
require  smoke  detection and fire  suspression  systems  in
Class  D cargo compartments.  The NTSB also found that other
acts and omissions by SabreTech, ValuJet and FAA contributed
to the accident.

SabreTech,  ValuJet and others have been named as defendants
in  numerous wrongful death actions that have been filed  by
families of victims.  The Company's legal costs of defending
against   these   civil  actions  and  any claim settlements
or  judgments  are  funded  by  the   Company's insurance 
policies.  In the case of claim settlements or judgements,
such costs are funded only up to the coverage limits of such
policies, except possibly for certain punitive damage claims,
if awarded.  Management  believes its insurance coverage is
adequate to provide for such legal actions, although
no assurance can be given that these actions will not have
a material adverse affect upon the financial condition or results
of operations of the Company.

SabreTech has filed a Complaint for Declaratory Judgment and
Other Relief against ValuJet in the U.S. District Court  for
the  Southern District of Florida.  Among other things, that
suit seeks indemnification for damages incurred by SabreTech
in  connection  with  the accident.  ValuJet  has  filed  an
Answer  and  Conditional Counterclaim in  the  case  seeking
various damages.  Airtran Airlines, Inc., formally known  as
ValuJet,  also  has filed a petition against  SabreTech  and
Sabreliner  in  the  Circuit  Court  of  St.  Louis  County,
Missouri.  The Petition essentially seeks damages  based  on
the  same  allegations  that are  in  ValuJet's  Conditional
Counterclaim.  The Company's legal costs associated with the
Declaratory Judgment, the Counterclaim and the Petition  are
funded  by  the  Company's insurance  policies.   Management
believes  that  the  Company will be  able  to  successfully
defend   against   ValuJet's  Counterclaim   and   Airtran's
Petition.

In  addition,  SabreTech, has been informed  by  the  United
States  Attorney's Office in Miami, Florida,  that  it,  and
several  unnamed employees, are targets of a  Federal  grand
jury  investigation related to the ValuJet Flight 592 crash.
This  means  that  SabreTech is likely  to  be  indicted  on
criminal charges relating to the ValuJet crash.  If convicted,
SabreTech, Inc. would  face possible criminal penalties including
fines  and restitution.  The Company believes that there are 
meritorious  defenses to any criminal charges  that  may  be
brought.  The Company is unable to predict the final outcome
of these  proceedings.   The  Company  cannot  provide   any
assurances that Sabreliner Corporation will not become a target
of this investigation or that the resolution thereof will not have a
material  adverse  effect  on  the  financial  condition  or
results of operations of the Company.

Uninsured  costs  of  approximately $6.4 million  associated
with  this  accident  (such as media relations,  incremental
professional services, legal fees and other costs related to
the  various  investigations and other lawsuits)  have  been
incurred since May, 1996. Although the Company believes  its
insurance   coverage  is  adequate  to  resolve   continuing
wrongful  death  litigation, there can be no assurance  that
the  continuing  effects of these investigations  and  other
ValuJet  related  lawsuits will not have a material  adverse
effect upon the financial condition or results of operations
of the Company.

Federal Aviation Administration

On April 30, 1998, the FAA issued a Notice of Proposed Civil
Penalty   alleging  numerous  violations  of   the   federal
hazardous  materials regulations by SabreTech in  connection
with  the  FAA's investigation into the ValuJet  Flight  592
crash.   The  amount  of  the  proposed  civil  penalty   is
$2,250,000.   The  Company believes that it has  meritorious
defenses to these alleged violations and intends to  dispute
both  the  alleged non-compliance with the federal hazardous
material regulations and the amount of the proposed penalty.
The  Company  is not able to determine whether its  defenses
will be successful, and no assurances can be given that this
matter  will  not  have  a material adverse  effect  on  the
financial condition or results of operations of the Company.

Environmental

SabreTech's handling of oxygen generators prior to the ValuJet
Flight 592 crash has resulted in an investigation by federal
and state environmental regulatory authorities (in addition
to the FAA investigation discussed above) into hazardous
material handling requirements and procedures at SabreTech's
former facility in Miami, Florida.  The Company is continuing
to cooperate fully with these investigations. Based on its
investigation of these matters, the Company believes that
SabreTech has meritorious defenses to allegations that SabreTech's
handling of the oxygen generators violated Environmental Laws.
There can be no assurance, however, that the Company's liability,
if any, for such matters will not have a material adverse effect
upon the financial condition or results of operations of the
Company.

On  May  6,  1998, the Company and a Company  employee  were
indicted  on two counts each for alleged violations  of  the
Federal  Water  Pollution Control Act  (also  known  as  the
"Clean  Water  Act")  and  the  Resource  Conservation   and
Recovery  Act  ("RCRA")  related to  alleged  discharges  of
wastewater  that occurred in 1993 prior to the  flooding  of
the  Company's Perryville, Missouri facility.  Based on  its
analysis  of  its environmental practices at the  Perryville
facility  and the incident described in the indictment,  the
Company  believes that it has meritorious  defenses  to  the
allegations.  However, the Company cannot give any assurance
that  these matters will not have a material adverse  effect
on  the financial condition or results of operations of  the
Company.

Other

In  addition to the litigation discussed above, the  Company
is  subject to other legal proceedings and claims arising in
the ordinary course of its business.  Although there can  be
no  assurance  as to the outcome of litigation,  it  is  the
opinion  of  management  (based upon  the  advice  of  legal
counsel) that all such actions or proceedings are covered by
insurance or will be resolved without material effect on the
Company's financial position or results of operations.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits Filed

     Exhibit 27 - Financial Data Schedule.

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the Company  during
     the quarter ended March 31, 1998.

                              
                              
                         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.


                         SABRELINER CORPORATION



Date:  May 15, 1998      /s/  F. Holmes Lamoreux
                         F. Holmes Lamoreux
                         Chairman of the Board and
                         Chief Executive Officer



Date: May 15, 1998       /s/ Rodney E. Olson
                         Rodney E. Olson
                         Senior Vice President, Finance  and
                         Corporate  Development  and   Chief
                         Financial Officer