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.
December 31, 1996                                  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
January 31, 1997 was 870,834.

PART I - FINANCIAL INFORMATION
Condensed Financial Statements

                   Sabreliner Corporation
                 Consolidated Balance Sheets
                   (Dollars in Thousands)
                              
                                    Unaudited       Audited
                                   December 31,     June 30,
                                       1996           1996
Assets                                                  
Current assets:                                         
  Cash                               $  1,151        $ 12,254
  Accounts receivable (net                           
    allowances of $1,032 and $962,     31,020          29,352
    respectively)
  Inventories                          30,448          24,669
  Contracts in process (net of                       
    customer advances and progress                     
    payments of $10,430 and            14,742          11,917
    $10,940, respectively
  Prepaid and other current            11,609           7,134
    assets
       Total current assets            88,970          85,326
                                                   
Property and equipment, net            48,888          48,311
Goodwill (net of amortization of                    
  $405 and $239, respectively)          4,818           4,984
Deferred financing costs and            7,687           5,997
  other assets
                                                   
  Total assets                       $150,363        $144,618
                                                   
Liabilities and stockholders'                      
  equity
Current liabilities:                               
  Accounts payable                   $ 18,186        $ 20,152
  Accrued compensation                  7,200           6,389
  Other accrued liabilities             7,020           4,706
  Royalties payable                       122           2,300
  Accrued interest expense              1,957           1,959
  Other current liabilities             2,871           1,154
     Total current liabilities         37,356          36,660
                                                   
Long-term debt and capital             93,638          93,999
  leases
Revolving credit facility               9,550               -
Other long-term liabilities             3,818           3,823
                                                   
Stockholders' equity:                              
  Common stock and paid-in              2,066           2,066
capital
  Less:  Treasury stock, at cost       (1,007)         (1,007)
  Retained earnings                     4,942           9,077
     Total stockholders' equity         6,001          10,136
                                                   
  Total liabilities and              $150,363        $144,618
    stockholders' equity
    

               Sabreliner Corporation
            Consolidated Statements of Operations
                         (Unaudited)
 (Dollars in Thousands, Share and per Share Data as Stated)




                      Three Months Ended       Six Months Ended
                     December    December    December    December
                     31, 1996    31, 1995    31, 1996    31, 1995
                                                       
Net revenue          $51,729     $48,785     $102,698    $97,729
Cost of revenue       45,557      41,745       87,404     81,787
  Gross margin         6,172       7,040       15,294     15,942
Selling, general                                         
  and administrative     
  expense              9,360       5,526        16,106    10,791
                                                         
 Operating income     (3,188)      1,514          (812)    5,151
   (loss)                                                      
Interest expense,      3,280       2,930         6,284     5,896
  net                                          
Other income             (6)         750            (3)      835
  (expense)
    Earnings (loss)   (6,474)       (666)        (7,099)      90             
      before income
      taxes

Income tax             2,754         254          2,964     (34)
  (expense) benefit 
                                                         
 Net Income (loss)   $(3,720)     $ (412)       $(4,135)  $  56               
                                                         
Earnings per share                                       
data
                                                         
 Net earnings          $(4.27)     $(0.47)      $(4.75)   $0.06
  (loss) per 
  common share   
                                                         
 Dividends paid per                                      
   common share        $ 0.00      $ 0.00       $0.00     $0.00
                                                         
  Average common and   870,834    873,171      870,834  873,086              
   common equivalent
   shares

       
                   Sabreliner Corporation
            Consolidated Statements of Cash Flows
                         (Unaudited)
                   (Dollars in Thousands)
                              
                             
                                           Six Months Ended
                                       December      December
                                       31, 1886      31, 1995
                                      
Cash flows from operating activities:               
Net income (loss)                       $ (4,135)     $    56
                                                    
Adjustments to reconcile net earnings               
to net cash provided by operating
activities:
       Depreciation and amortization       3,607        8,332
       Changes in assets and             (15,746)      (3,751)
         liabilities                          
                                                    
Net cash provided by (used in)           (16,274)       4,637
  operating activities  
                                                    
Cash flows from investing activities:               
Capitalized expenditures                  (3,802)      (1,135)
Acquisition, net of cash acquired              -       (1,533)
Net cash used in investing activities     (3,802)      (2,668)
               
                                                    
Cash flows from financing activities:               
Principal payments on long-term debt        (577)        (347)
  and capital leases
Proceeds from revolving credit             9,550            -
  facility
Purchase of treasury stock                     -          (63)
Net cash provided by (used in)             8,973         (410)
  financing activities
                                                    
Net increase (decrease) in cash and      (11,103)       1,559
  cash equivalents       
                                                  
Cash and cash equivalents, beginning      12,254        9,879
  of period
                                                    
Cash and cash equivalents, end of        $ 1,151      $11,438
  period
                              

Basis of Presentation:

The information  set  forth  in  these  interim  financial
statements  as  of  and for the three and six  months  ended
December  31,  1996 and December 31, 1995 is unaudited.   In
the   opinion   of   management,  the  unaudited   financial
statements  reflect  all adjustments  necessary  to  present
fairly  the financial results of Sabreliner Corporation  and
its  subsidiaries Midcoast Aviation, Inc.,  SabreTech,  Inc.
and  Turbotech  Repairs,  Inc. for  the  periods  indicated.
Results  of operations for the interim period ended December
31,  1996  are not necessarily indicative of the results  of
operations for the full fiscal year.

Inventories:

Components of inventories as of December 31, 1996  and  June
30, 1996 were:

                                  December         June
                    
Aircraft parts                     $26,812       $22,105
Raw materials                        1,449         1,419
Pre-owned aircraft                   2,187         1,145
Total                              $30,448       $24,669

Property and Equipment:

Components of property and equipment as of December 31, 1996
and June 30, 1996 were:

                                   December        June

Service contract assets (UNFO)*     $98,199      $ 99,118
Other                                44,447        41,931

                                    142,646       141,049

Less accumulated depreciation       (98,612)      (96,235)

                                     44,034        44,814
Construction in progress              4,854         3,497
Total                               $48,888      $ 48,311


* Represents   training   system,   aircraft   and   engines
  dedicated  to  the  Undergraduate  Naval  Flight  Officers
  (UNFO) logistics support contract.

Contingencies:

On May 11, 1996, ValuJet Flight 592 from Miami, carrying 110
passengers  and  crew  crashed into the Florida  Everglades.
Prior  to  take-off, employees of SabreTech's Miami facility
returned  to  ValuJet  various company materials,  including
five   boxes  containing  oxygen  generators,  which,  after
consultation  with ValuJet's flight crew, were  loaded  into
the  cargo bay of Flight 592 by ValuJet employees.  Although
the cause of the crash has not been officially determined by
the National Transportation Safety Board (NTSB), SabreTech's
actions associated with Flight 592 have been included in the
NTSB  investigation.   The  Federal Aviation  Administration
(FAA)   is   also  conducting  an  investigation  into   the
circumstances surrounding the ValuJet crash and  has  sought
information from SabreTech and various of its employees  and
contract  workers  in  connection therewith.   In  addition,
SabreTech  is  one  of several subjects of an  investigation
being conducted by a federal grand jury in conjunction  with
the  United  States  Attorney for the Southern  District  of
Florida.  The Company has cooperated fully throughout  these
investigations and is continuing to do so.  Public  hearings
concerning  the crash of Flight 592 were held  in  November,
1996.

SabreTech,  ValuJet and others have been named as defendants
in  numerous wrongful death actions that have been filed  by
families of victims.  Additional wrongful death actions  are
expected to be filed, naming SabreTech, ValuJet and  others.
The  Company's legal costs of defending against these  civil
actions and any possible claim settlements are funded by the
Company's insurance policies.  Management believes  coverage
is adequate to provide for such legal actions.

The  Company has recognized the costs associated  with  this
incident,  such as media relations, incremental professional
services,  legal  fees  not covered by insurance,  increased
insurance  premiums and other costs related to  the  various
investigations  and  other lawsuits  of  approximately  $5.6
million;  of  which  $3.8 million were recorded  during  the
second  quarter of fiscal 1997.  In January of fiscal  1997,
the  Company sold certain assets associated with  the  Miami
facility and exited its operations there.  Remaining  assets
were  relocated  to  other  operational  units  within   the
Company.    Shutdown   costs  of  the  facility,   including
provision  for continuing ValuJet related expenses  of  $2.5
million  were recognized in December.  The ultimate  outcome
of the legal actions related to the ValuJet Flight 592 crash
and  the length of time necessary to resolve all outstanding
issues  cannot be determined at this time; the Company  does
not   know   whether   the   continuing   effects   of   the
investigations  and related lawsuits will  have  a  material
adverse  effect  upon the future results  of  operations  or
financial condition of the Company.

The Company has been subject to government inquiry regarding
an  alleged environmental incident that may have occurred at
the  Perryville  facility  prior  to  the  flooding  of  the
facility in July, 1993.  Supplemental requests for documents
concerning  this  matter were received during  fiscal  1996.
The  Company  has complied with all requests for  documents.
No  other  significant actions or developments have occurred
during fiscal 1997.

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.

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

Overview

For  the  quarter  ended  December  31,  1996,  the  Company
reported  an operating loss, before interest and  taxes,  of
$3.2  million, representing a decline of $4.7  million  from
the  same period a year ago.  This decline can be attributed
to   three   primary   factors:   the  continuing   expenses
associated with the ValuJet crash, totaling $3.8 million for
the  quarter,  including a provision for continuing  ValuJet
related  expenses  of  $2.5 million (see  PART  II  -  OTHER
INFORMATION,  Item  1.  Legal  Proceedings);  the  drop   in
customer  demand  at  the  Miami  facility  due  to  adverse
publicity,  resulting in a $1.4 million operating  loss  for
the  facility  during the quarter, including the  effect  of
exiting  the facility; and expenses related to the Company's
new facility at Orlando, totaling $0.3 million in the second
quarter.  Without the adverse effect of these three factors,
operating  profit  for  the quarter  would  have  been  $2.3
million,  representing an increase over the same  period  of
the prior year by 53%.

Operating  profits  for the six months  ended  December  31,
1996, after removing the effects of ValuJet-related expenses
of  $4.9  million,  including  a  provision  for  continuing
ValuJet  related  expenses of $2.5  million,  the  operating
losses and the effect of exiting the Miami facility of  $2.2
million  and  the startup expenses at Orlando $0.3  million,
would  have been $1.4 million higher than the same period  a
year ago, representing an increase of 27%.

Quarter  and Six Months Ended December 31, 1996 as  Compared
to Quarter and Six Months Ended December 31, 1995

Revenues  for the quarter and six months ended December  31,
1996  increased from the corresponding periods of the  prior
year by 6% and 5%, respectively, reflecting the substitution
of  declining government revenues with growth in  commercial
aviation  and corporate aviation business.  Total government
business for the most recent six months was $26.6 million, a
decline  of  6%  from the same period of the previous  year.
This  decline  was  primarily due to the conversion  of  the
Company's  largest contract, the Undergraduate Naval  Flight
Officers  (UNFO) logistics program, from its  base  contract
period  ended  September 30, 1995 to its  three-year  option
period, reducing revenues for the first six months of fiscal
1997  by  $7.0  million, as compared to the  previous  year.
Offsetting  this decline were the awards of  new  government
contracts, resulting in a net decline in government business
of  $1.6  million.  The growth in commercial  and  corporate
aviation  business provided an increase in revenue  of  $3.4
million  in the first six months of fiscal 1997, versus  the
same period of fiscal 1996.  The majority of this growth was
generated through the acquisition of Turbotech Repairs, Inc.
completed in June, 1996, providing $2.8 million in  revenues
during the six months ended December 31, 1996.

Despite  the  increase  in revenue, gross  margins  for  the
quarter  and  six months ended December 31, 1996  were  less
than  the gross margins of the corresponding periods of  the
previous  year.  The continuing effect of the ValuJet  crash
caused  a  loss  in  gross margins at  the  Company's  Miami
facility  of  $1.6 million and $2.0 million for  the  latest
quarter and six months, respectively.  Excluding the  losses
at Miami, gross margins for the quarter and six months ended
December  31,  1996 would have been $0.8  million  and  $1.4
million higher than the quarter and six months of the  prior
year, representing increases of 11% and 13%, respectively.

Selling, general and administrative expenses for the quarter
and  six  months ended December 31, 1996 were  significantly
increased by the legal fees, professional service costs  and
increased  insurance premiums incurred in  relation  to  the
ValuJet  crash  (see  PART II - OTHER INFORMATION,  Item  1.
Legal   Proceedings).   Without  these   additional   costs,
totaling  $3.8 million for the quarter and $4.9 million  for
the  last six months, including a $2.5 million provision for
ValuJet    related    expenses,   selling,    general    and
administrative  expenses  would  have  increased  from   the
corresponding periods of the prior year by $0.1 million  and
$0.5 million, respectively.

Interest  expense  has  increased $0.3  million  during  the
quarter  and six months ended December 31, 1996,  reflecting
the Company's access of its working capital credit facility.

Outlook

A  comparison of backlog by business area as of December 31,
1996 and June 30, 1996 follows:

                                 Outstanding Backlog
                               December         June
                               (Dollars in Thousands)
                                             
     Government Business       $72,941        $77,404
     Corporate Aviation         13,392          5,807
     Commercial Aviation        20,879         24,880
                                             
                              $107,212       $108,091

Included in the government business backlog for December 31,
1996, is the recently-awarded GGT701 rotor contract with the
U.S. Army.  The basic contract is for the conversion of  450
engine assemblies, valued at approximately $15 million  over
the  next  12  months.  The contract provides  for  optional
orders  of  up to 350 additional assemblies, valued  at  $12
million. Corporate aviation backlog at December 31, 1996 has
more  than  doubled  since June due to the  increased  major
modifications in work at Midcoast Aviation, Inc.

Not  included  in  backlog  are two  major  subcontracts  in
negotiation with estimated revenue of $70.0 million  over  a
42  month  period.   These subcontracts are  with  McDonnell
Douglas   for  the  conversion  of  passenger  aircraft   to
freighter  configuration, and are expected to be awarded  in
February.   Option  orders  for  additional  aircraft  could
potentially exceed $200 million in estimated revenue.

The  December 31, 1996 backlog does not reflect the possible
sale  of  the UNFO training system assets to the U.S.  Navy,
initially  funded by Congress and signed  into  law  by  the
President  of the United States for $45 million.  Since  its
initial  authorization,  the UNFO  asset  sale  funding  was
subjected  to  a  reduction,  as were  all  congressionally-
approved  programs,  to  help pay  other  U.S.  obligations.
Authorized funding for this transaction is now $43  million.
During the second quarter the Company began detailed,  sole-
source discussions with the U.S. Navy and anticipates  these
discussions  will  result  in an  agreement  with  the  Navy
acquiring  the  UNFO  training  assets  this  fiscal   year.
Although  the Company believes this transaction  will  occur
during this fiscal year, there can be no assurance that this
transaction will occur within this timeframe or that it will
ever occur.

On  January  18,  1997, the Company surrendered  its  repair
station  certificate for the Orlando facility of  SabreTech,
shutting  down  the  revenue-generating  activity  at   this
location.   The  Company is exploring alternatives  for  the
future of this facility, with a final determination expected
by  fiscal  year end.  The Company has reduced the workforce
accordingly  but will incur limited facility carrying  costs
while reviewing its options.

The  Company  believes  the exiting of  the  Miami  facility
combined  with  the  award  of new contracts,  will  improve
results  of  operations  in the next  quarter.   The  fourth
quarter  is  expected  to  improve  reflecting  full  period
performance on new contracts.  Results of operations for the
next  two  quarters could also be affected by  the  possible
sale of the UNFO assets.  Although the Company believes this
transaction is likely to be consummated within the next  six
months, there can be no assurance this transaction will ever
occur.

Liquidity and Capital Resources

During the six months ended December 31, 1996, cash used for
operating  and  investing activities totaled $20.1  million,
reducing   on-hand  cash  balances  by  $11.1  million   and
requiring  the  access  of  the Company's  revolving  credit
facility.   The  growth in inventories  in  support  of  new
engine  product lines and the acquisition of  two  pre-owned
aircraft   required   $5.8  million.   Accounts   receivable
increased  by over $5.0 million. Ongoing capital expenditure
projects  used  $3.8  million in  investment.   Losses  from
operations  required  an  additional  $4.1  million.   Other
working  capital investments used approximately $1.4 million
during the period.

The  largest capital commitments expected for the  remainder
of  the fiscal year are facility improvements necessary  for
the  McDonnell  Douglas  subcontracts  to  be  performed  at
Goodyear,   Arizona. The capital expenditures  necessary  to
enhance this facility of approximately $11.0 million will be
funded with the Company's existing revolving credit facility
and cash generated through operations.  The Company believes
the  remaining balance of its credit facility, combined with
the cash flows generated by operations and other activities,
will be adequate to meet all other future cash requirements.

Due  to  the  losses  sustained in the second  quarter,  the
Company  was unable to meet all of the covenant requirements
called  for in the revolving credit agreement.  The  Company
has  received a waiver for the December 31, 1996 measurement
date.   In  addition,  the revolving  credit  agreement  was
amended   to   accommodate   new   subsidiaries   and    new
restrictions.

Future  cash balances may be increased by the possible  sale
of  the  Company's UNFO training system assets to  the  U.S.
government as discussed above.  If the proposed sale occurs,
the Company's cash balances will be increased after taxes by
approximately  $35 million.  Although the  Company  believes
this  transaction will occur during this fiscal year,  there
can  be no assurance that this transaction will occur within
this timeframe or that it will ever occur.
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On May 11, 1996, ValuJet Flight 592 from Miami, carrying 110
passengers  and  crew  crashed into the Florida  Everglades.
Prior  to  take-off, employees of SabreTech's Miami facility
returned  to  ValuJet  various company materials,  including
five   boxes  containing  oxygen  generators,  which,  after
consultation  with ValuJet's flight crew, were  loaded  into
the  cargo bay of Flight 592 by ValuJet employees.  Although
the cause of the crash has not been officially determined by
the National Transportation Safety Board (NTSB), SabreTech's
actions associated with Flight 592 have been included in the
NTSB  investigation.   The  Federal Aviation  Administration
(FAA)   is   also  conducting  an  investigation  into   the
circumstances surrounding the ValuJet crash and  has  sought
information from SabreTech and various of its employees  and
contract  workers  in  connection therewith.   In  addition,
SabreTech  is  one  of several subjects of an  investigation
being conducted by a federal grand jury in conjunction  with
the  United  States  Attorney for the Southern  District  of
Florida.  The Company has cooperated fully throughout  these
investigations and is continuing to do so.  Public  hearings
concerning  the crash of Flight 592 were held  in  November,
1996.

SabreTech,  ValuJet and others have been named as defendants
in  numerous wrongful death actions that have been filed  by
families of victims.  Additional wrongful death actions  are
expected to be filed, naming SabreTech, ValuJet and  others.
The  Company's legal costs of defending against these  civil
actions and any possible claim settlements are funded by the
Company's insurance policies.  Management believes  coverage
is adequate to provide for such legal actions.

The  Company has recognized the costs associated  with  this
incident,  such as media relations, incremental professional
services,  legal  fees  not covered by insurance,  increased
insurance  premiums and other costs related to  the  various
investigations  and  other lawsuits  of  approximately  $5.6
million;  of  which  $3.8 million were recorded  during  the
second  quarter of fiscal 1997.  In January of  fiscal  1997
the  Company sold certain assets associated with  the  Miami
facility and exited its operations there.  Remaining  assets
were  relocated  to  other  operational  units  within   the
Company.    Shutdown   costs  of  the  facility,   including
provision  for continuing ValuJet related expenses  of  $2.5
million  were recognized in December.  Although the ultimate
outcome  of the legal actions related to the ValuJet  Flight
592  crash  and the length of time necessary to resolve  all
outstanding  issues cannot be determined at this  time,  the
Company   believes   the   continuing   effects    of    the
investigations and related lawsuits will not have a material
adverse  effect  upon the future results  of  operations  or
financial conditions of the Company.

The Company has been subject to government inquiry regarding
an  alleged environmental incident that may have occurred at
the  Perryville  facility  prior  to  the  flooding  of  the
facility in July, 1993.  Supplemental requests for documents
concerning  this  matter were received during  fiscal  1996.
The  Company  has complied with all requests for  documents.
No  other  significant actions or developments have occurred
during fiscal 1997.

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

       Third  Amendment to Financing Agreement between Star Bank,
       National  Association and Sabreliner Corporation, Midcoast
       Aviation,  Inc.,  Midcoast-Little Rock,  Inc.,  SabreTech,
       Inc.,  Dimension  Aviation, Inc.  and  Turbotech  Repairs,
       Inc., dated as of February 14, 1997.

       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 December 31, 1996.


                         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


                           /s/ F. Holmes Lamoreux
Date: February 14, 1997
                           F. Holmes Lamoreux
                           Chairman of the Board and
                           Chief Executive Officer


                           /s/ Rodney E. Olson

Date: February 14, 1997    Rodney E. Olson
                           Senior Vice President, Finance
                           and Corporate
                           Development and Chief Financial
                           Officer
                        

                          EXHIBIT INDEX
                              
                              
Exhibit No.                   Description
             
     1        Third   Amendment   to  Financing   Agreement
              between  Star Bank, National Association  and
              Sabreliner  Corporation,  Midcoast  Aviation,
              Inc.,  Midcoast-Little Rock, Inc., SabreTech,
              Inc.,  Dimension Aviation, Inc. and Turbotech
              Repairs, Inc., dated as of February 14, 1997.
             
     27       Financial Data Schedule


                                                   EXHIBIT 1
                                                            
           THIRD AMENDMENT TO FINANCING AGREEMENT


           THIS THIRD AMENDMENT TO FINANCING AGREEMENT (this
"Amendment") is made and entered as of February 14, 1997, by
and  between  STAR  BANK, NATIONAL ASSOCIATION,  a  national
banking  association ("Bank") and SABRELINER CORPORATION,  a
Delaware   corporation  ("Sabreliner"),  MIDCOAST  AVIATION,
INC.,  a Missouri corporation  ("Midcoast"), MIDCOAST-LITTLE
ROCK,   INC.,   a  Missouri  corporation  ("Little   Rock"),
SABRETECH,   INC.,  a  Delaware  corporation  ("SabreTech"),
DIMENSION    AVIATION,   INC.,   a   Delaware    corporation
("Dimension")  and  TURBOTECH REPAIRS,  INC.,  a  California
corporation ("Turbotech") (collectively, "Borrowers").

                          Recitals

            A.     Borrowers   (other  than  Dimension   and
Turbotech) are parties to a Financing Agreement dated as  of
February  13,  1995,  as amended by the First  Amendment  to
Financing Agreement dated as of November 10, 1995, a  Second
Amendment  dated  January 26, 1996, and a  letter  agreement
dated   November  12,  1996  (as  amended,  the   "Financing
Agreement").   Capitalized terms used, but not  defined,  in
this  Amendment which are defined in the Financing Agreement
will  have  the  meanings given to  them  in  the  Financing
Agreement.

           B.    There presently exist defaults by Borrowers
(other  than  Dimension and Turbotech) under  the  Financial
Covenants  as  of  the  end of and  for  the  period  ending
December  31,  1996.   Borrowers (other than  Dimension  and
Turbotech)  have  requested that Bank  waive  such  defaults
under  the Financial Covenants as of the end of and for  the
period  ending  December 31, 1996, and Bank  is  willing  to
waive  such  defaults on the condition that Borrowers  amend
the  Financing Agreement in certain respects  as  set  forth
below in this Amendment.

            C.    In  addition  to  the  amendments  to  the
Financing  Agreement  contemplated  by  paragraph  B  above,
Borrowers  have  requested  that Bank  amend  the  Financing
Agreement  to  (i)  make certain changes  to  the  Financial
Covenants  and  (ii)  make  certain  other  changes  to  the
Financing Agreement which are set forth in this Amendment.

                   Statement of Amendment

           In  consideration  of  the mutual  covenants  and
agreements  set forth in this Amendment, and for other  good
and  valuable consideration, Bank and Borrowers hereby agree
as follows:

      1.   Amendments to Financing Agreement.  The Financing
Agreement is amended as provided in this Section 1.

           1.1  The cover page of the Financing Agreement is
     hereby  amended  by  adding  on  the  line  immediately
     following  the  reference  to  "SABRETECH,  INC."   the
     following:  "DIMENSION  AVIATION,  INC.  and  TURBOTECH
     REPAIRS, INC."
               
           1.2   The  definition of Additional  Borrower  in
     Section  1.1  of  the  Financing  Agreement  is  hereby
     amended  in its entirety by substituting in  its  stead
     the following:
     
                       "Additional   Borrower"    means    a
               Subsidiary,  other  than Midcoast  or  Little
               Rock,  which  becomes an Additional  Borrower
               hereunder  on  terms  acceptable   to   Bank,
               including SabreTech, Dimension and Turbotech.
     
           1.3   The  definition of Additional Guarantor  in
     Section  1.1  of  the  Financing  Agreement  is  hereby
     amended  in its entirety by substituting in  its  stead
     the following:
     
                       "Additional   Guarantor"   means    a
               Subsidiary,  other  than Midcoast  or  Little
               Rock,  which executed a Guaranty in the  form
               of Exhibit 4.3 including SabreTech, Dimension
               and Turbotech.
     
           1.4  The definition of Availability Deficiency in
     Section  1.1  of  the  Financing  Agreement  is  hereby
     amended by deleting the reference to "$35,000,000"  and
     substituting in its stead "the Maximum Availability."
     
           1.5  The definition of Borrower in Section 1.1 of
     the  Financing  Agreement  is  hereby  amended  in  its
     entirety by substituting in its stead the following:
     
                     "Borrower"  means each  of  Sabreliner,
               Midcoast,  Little Rock, SabreTech, Dimension,
               Turbotech and each Additional Borrower (other
               than SabreTech, Dimension and Turbotech)  and
               "Borrowers"  means, collectively, Sabreliner,
               Midcoast,  Little Rock, SabreTech, Dimension,
               Turbotech and each Additional Borrower (other
               than SabreTech, Dimension and Turbotech).  To
               the  extent  a  term  or  provision  of  this
               Agreement  and  the other Loan  Documents  is
               applicable  to a "Borrower", it is applicable
               to each and every Borrower unless the context
               expressly indicates otherwise.
     
           1.6   The  definitions of "Collateral",  "General
     Intangibles", "Inventory" and "Receivables" in  Section
     1.1  of  the Financing Agreement are hereby amended  in
     their  entirety  by  substituting in  their  stead  the
     following:
     
                      "Collateral",  "General  Intangibles",
               "Inventory"   and  "Receivables"   have   the
               meanings ascribed thereto in (i) the Security
               Agreement (as defined in Section 5), (ii) the
               SabreTech  Security Agreement (as defined  in
               this   Section  1.1),  (iii)  the   Dimension
               Security  Agreement  (as  defined   in   this
               Section  1.1) and (iv) the Turbotech Security
               Agreement (as defined in this Section 1.1).
               
           1.7  The definition of Loan Collateral in Section
     1.1 of the Financing Agreement is hereby amended in its
     entirety by substituting in its stead the following:
     
                      "Loan   Collateral"  means   (i)   the
               Collateral   (as  defined  in  the   Security
               Agreement  defined in Section  5),  (ii)  the
               Collateral  (as  defined  in  the   SabreTech
               Security  Agreement, the  Dimension  Security
               Agreement   and   the   Turbotech    Security
               Agreement  each  as defined in  this  Section
               1.1)   and   (iii)  any  other  security   or
               collateral provided from time to time by,  or
               on   behalf   of,  each  Borrower   for   the
               Obligations.
               
           1.8   The definition of Loan Documents in Section
     1.1 of the Financing Agreement is hereby amended in its
     entirety by substituting in its stead the following:
     
                     "Loan  Documents" means this Agreement,
               the  Security Agreement, the Letter of Credit
               Documents, each Blocked Account Agreement (as
               defined   in  Section  7.4),  the   SabreTech
               Security  Agreement, the  Dimension  Security
               Agreement,  the Turbotech Security  Agreement
               and  all  other  agreements, instruments  and
               documents,  including  mortgages,  deeds   of
               trust,        subordination       agreements,
               intercreditor agreements, pledges, powers  of
               attorney,  consents, collateral  assignments,
               locked  box  agreements, letters  agreements,
               contracts,    notices,   leases,    financing
               statements   and  letters   of   credit   and
               applications therefor and all other writings,
               all  of  which must be in form and  substance
               reasonably  satisfactory to Bank, which  have
               been,  are  as of the date of this Agreement,
               or  will  in the future be signed by,  or  on
               behalf of, a Borrower and delivered to Bank.
               
           1.9   Clause  (i) of the definition of  Revolving
     Loan  Availability  in  Section 1.1  of  the  Financing
     Agreement is amended in its entirety by substituting in
     its stead the following:
     
               (i)  an amount equal to the lesser of (a) the
               then  Borrowing Base or (b) the then  Maximum
               Availability;
               
           1.10  Section 1.1 of  the Financing Agreement  is
     hereby amended to add the following definitions:
     
                     "Dimension"  means Dimension  Aviation,
               Inc., a Delaware corporation.
               
                     "Dimension Guaranty" means the Guaranty
               dated  as  of  February  14,  1997  given  by
               Dimension to Bank.
               
                    "Dimension Security Agreement" means the
               Security  Agreement dated as of February  14,
               1997 between Dimension and Bank.
               
                      "Maximum   Availability"   means   (i)
               $35,000,000,  until such time, if  any,  that
               Borrowers  sell, and receive the proceeds  of
               sale of, the assets which are the subject  of
               the UNFO Contract, and (ii) $17,500,000, from
               and  after  the time, if any, that  Borrowers
               sell,  and receive the proceeds of  sale  of,
               the  assets which are the subject of the UNFO
               Contract.
               
                     "Turbotech"  means  Turbotech  Repairs,
               Inc., a California corporation.
               
                     "Turbotech Guaranty" means the Guaranty
               dated  as  of  February  14,  1997  given  by
               Turbotech to Bank.
               
                    "Turbotech Security Agreement" means the
               Security  Agreement dated as of February  14,
               1997 between Turbotech and Bank.
               
           1.11  Section 2.1 of the Financing  Agreement  is
     hereby  amended in its entirety by substituting in  its
     stead the following:
     
                     2.1   Total Facility.  Subject  to  the
               terms and conditions of this Agreement, Bank,
               in  its  discretion exercised in good  faith,
               may make total credit in the amount of up  to
               the  Maximum Availability then in effect (the
               "Credit Facility") available to Borrowers  in
               the  form of the following loans advanced  or
               to  be  made  under the following facilities:
               (i)  revolving loans, and (ii)  a  letter  of
               credit  facility  as  a  subfacility  of  the
               revolving   loan  facility,   all   as   more
               particularly described below.
               
           1.12  Section 2.3 of the Financing  Agreement  is
     hereby deleted in its entirety.
     
           1.13  Section 3.4 of the Financing  Agreement  is
     hereby   amended   by   deleting   the   reference   to
     "$35,000,000"  and  substituting  in  its  stead   "the
     Maximum Availability then in effect."
     
           1.14  Section 4.1 of the Financing  Agreement  is
     hereby  amended in its entirety by substituting in  its
     stead the following:
     
                      4.1    Joint,   Several  and   Primary
               Obligations.   The Obligations  of  Borrowers
               under  this  Agreement  and  the  other  Loan
               Documents are joint, several and primary.  No
               Borrower  will  be  or be  deemed  to  be  an
               accommodation party with respect  to  any  of
               the   Loan   Documents.   For   purposes   of
               advancing  funds, issuing Letters of  Credit,
               rendering   statements,  receiving   requests
               from,   or   otherwise   communicating   with
               Borrowers or in Bank's administration of this
               loan   transaction,  Midcoast,  Little  Rock,
               SabreTech,   Dimension  and  Turbotech   each
               hereby authorize Bank to treat Sabreliner  as
               the sole agent for all of them under the Loan
               Documents  and  to deal with it  exclusively,
               and  any act done or omitted or any document,
               certificate,   or  instrument   executed   or
               delivered by Sabreliner for Midcoast,  Little
               Rock, SabreTech, Dimension, Turbotech or  any
               one  or more of them, will be binding on each
               of them.
               
           1.15 Section 4.2(i) of the Financing Agreement is
     hereby  amended in its entirety by substituting in  its
     stead the following:
     
                     (i)  Sabreliner is the sole shareholder
               of   Midcoast,   SabreTech,   Dimension   and
               Turbotech,  Midcoast is the sole  shareholder
               of  Little  Rock, and Midcoast, Little  Rock,
               SabreTech,   Dimension  and   Turbotech   are
               substantially  dependent upon Sabreliner  for
               their  respective working capital,  strategic
               management, financial needs and technology;
     
     
           1.16  Section 4.3 of the Financing  Agreement  is
     hereby  amended by deleting the reference to  "Security
     Agreement"  and  substituting in  its  stead  "Security
     Agreement,   the  SabreTech  Security  Agreement,   the
     Dimension  Security  Agreement and  Turbotech  Security
     Agreement, as applicable".
     
           1.17  Section  5  of the Financing  Agreement  is
     hereby  amended in its entirety by substituting in  its
     stead the following:
               
                     5.   SECURITY. The Obligations shall be
               secured (for application in such order as may
               be  determined  by  Bank  in  its  discretion
               exercised in good faith) by a first  priority
               security  interest in all of  the  Collateral
               pursuant  to  the (i) Security Agreement  and
               accompanying   financing   statements    (ii)
               SabreTech Security Agreement and accompanying
               financing  statements,  and  (iii)  Dimension
               Security Agreement and accompanying financing
               statements (iv) Turbotech Security  Agreement
               and accompanying financing statements.
               
           1.18  Section 7.2 of the Financing  Agreement  is
     hereby  amended by deleting the reference to  "Security
     Agreement"  and  substituting in  its  stead  "Security
     Agreement,   the  SabreTech  Security  Agreement,   the
     Dimension Security Agreement and the Turbotech Security
     Agreement, as applicable".
     
           1.19  Section 8.3 of the Financing  Agreement  is
     hereby  amended in its entirety by substituting in  its
     stead the following:
     
                     8.3   Reporting Regarding  Receivables.
               Not  less  frequently than weekly,  and  more
               frequently  if  Bank  shall  require   or   a
               Borrower  shall  so  elect,  Borrowers  shall
               deliver  to Bank a borrowing base certificate
               in  the  form  of  Exhibit  8.3  attached  (a
               "Borrowing  Base Certificate") and acceptable
               supporting documentation thereto, which shall
               be  received by Bank no later than  five  (5)
               Business Days after the end of each week.  By
               no  later than the 25th day after the end  of
               each  calendar month, or sooner if available,
               each  Borrower shall deliver to Bank  monthly
               agings,   broken  down  by   due   date,   of
               Receivables, in each case reconciled  to  the
               Borrowing  Base Certificate for  the  end  of
               such   month  and  each  Borrower's   general
               ledger, and setting forth any changes in  the
               reserves  made  for  bad  accounts   or   any
               extensions   of   the   maturity   of,    any
               refinancing of, or any other material changes
               in  the  terns  of any Receivables,  together
               with  such  further information with  respect
               thereto as Bank may require.
               
           1.20  Section 9.5 of the Financing  Agreement  is
     hereby  amended  by  deleting  the  reference  to  "the
     Closing  Date" and substituting in its stead  "February
     14, 1997".
     
           1.21  Section 9.17 of the Financing Agreement  is
     hereby  amended in its entirety by substituting in  its
     stead the following:
     
                     9.17  Affiliates.  All persons who  are
               Borrower's   Affiliates  are  identified   in
               Exhibit  9.17 attached.  Other than Midcoast,
               Little    Rock,    Sabreliner   International
               Corporation,    SabreTech,   Dimension    and
               Turbotech,  Sabreliner has  no  Subsidiaries.
               Other  than  Little  Rock,  Midcoast  has  no
               Subsidiaries.    None   of    Little    Rock,
               Sabreliner     International     Corporation,
               SabreTech,  Dimension or  Turbotech  has  any
               Subsidiaries.
               
           1.22  Section 9.24 of the Financing Agreement  is
     hereby  amended  by  deleting  the  reference  to  "the
     Closing  Date" and substituting in its stead  "February
     14, 1997".
     
          1.23 Section 10.19.2 of the Financing Agreement is
     hereby  amended in its entirety by substituting in  its
     stead the following:
     
                     10.19.2   Other Borrowers Restrictions.
               None  of  Midcoast, Little  Rock,  SabreTech,
               Dimension,   Turbotech  or   any   Additional
               Borrower (other than SabreTech, Dimension  or
               Turbotech) ("Other Borrowers") will  directly
               or   indirectly  (i)  transfer  or  make  any
               distributions  of  any of its  properties  or
               assets except to Sabreliner (exclusive of any
               Loan Collateral), (ii) incur, permit, or make
               any  loans, advances or extensions of  credit
               to  any  Person, including any of  any  Other
               Borrower's Affiliates, officers or employees,
               or  (iii)  pay any consulting, management  or
               directors' fees to or for the account of  any
               shareholders,  director, or  officer  of  any
               Other  Borrower  except (a)  that  any  Other
               Borrower  may  take the actions described  in
               the   foregoing  clauses  10.19.2(i)  through
               (iii) with the prior consent of Bank; or  (b)
               any  Other  Borrower may make  any  loans  or
               advances  to Sabreliner; or (c) as  permitted
               by Section 10.22 below.
     
           1.24  Section  10 of the Financing  Agreement  is
     hereby  amended  by  adding the  following  immediately
     after Section 10.30:
     
                      10.31    The   Modification   Services
               Agreements, MSA-FRI-SF-97-001 and MSA-FRI-SF-
               97-003   between  Dimension   and   McDonnell
               Douglas Corporation will be (i) executed  and
               delivered  by  all parties in final  form  by
               March 15, 1997 and (ii) substantially in  the
               form  delivered to Bank on or before February
               14, 1997.
               
           1.25  Section 12(i)(h) of the Financing Agreement
     is  hereby  amended in its entirety by substituting  in
     its stead the following:
     
                     (h)   Bank,  in  the  exercise  of  its
               judgment  exercised in good faith, determines
               that  there  has  occurred any  material  and
               adverse change in the business operations  or
               condition,  financial or  otherwise,  of  any
               Borrower   adversely   affecting   Borrowers'
               ability  to  perform any of their payment  or
               other   material   Obligations   under   this
               Agreement or any of the other Loan Documents,
               including  any  request being  made  for  any
               Borrower  to surrender an FAA Repair  Station
               Certificate   to  the  FAA   or   any   other
               Governmental Authority.
               
      2.    Amendment of Schedules and Exhibits.   Borrowers
represent that there are no changes required to be  made  to
the  Schedules  and Exhibits to the Financing  Agreement  by
virtue  of  the  addition of Dimension and  Turbotech  as  a
Borrowers.

     3.   New Borrower Agreements and Representations.  Each
of Dimension and Turbotech (a) agrees (i) to be a "Borrower"
(as defined in the Financing Agreement), (ii) to be bound by
all   of  the  terms,  provisions,  and  conditions  of  the
Financing  Agreement and the other Loan Documents  (as  this
term  is  amended in this Amendment), (iii) to be  obligated
for  all  of  the Obligations (as defined in  the  Financing
Agreement),   (iv)   to   execute  and   deliver   to   Bank
contemporaneously  with  this  Amendment:  (1)  a   Security
Agreement  in  a form acceptable to Bank (for Dimension  the
"Dimension  Security  Agreement"  and  for  Turbotech,   the
"Turbotech Security Agreement"), (2) a Guaranty  in  a  form
acceptable to Bank, (3) UCC financing statements in  a  form
acceptable  to  Bank,  (4)  a  legal  opinion  of  each   of
Turbotech's and Dimension's counsel in a form acceptable  to
Bank,   and   (5)  any  other  documents,  instruments   and
agreements requested by Bank and (b) represents and warrants
to   Bank   that  (i)  each  of  the  promises,  agreements,
obligations  and waivers of a "Borrower" or the  "Borrowers"
(each  as  defined  in  the Financing Agreement)  under  the
Financing   Agreement   shall  be  a   promise,   agreement,
obligation  and waiver of Dimension and Turbotech  and  (ii)
each of the representations, warranties, and covenants of  a
"Borrower"  or  the  "Borrowers" (each  as  defined  in  the
Financing   Agreement)   under  the   Financing   Agreement,
including,    without   limitation,   the   representations,
warranties,  and  covenants in Section 9  of  the  Financing
Agreement,  are and shall remain true until the  Obligations
are fully paid, performed and satisfied.

     4.   Effective Date.  This Amendment shall be effective
on  the  date that it is signed by Bank; provided,  however,
that  none  of  the  (a)  Receivables  (as  defined  in  the
Dimension   Security   Agreement  and   Turbotech   Security
Agreement) shall be Eligible Receivables (as defined in  the
Financing  Agreement) an (b) Inventory (as  defined  in  the
Dimension   Security   Agreement  and   Turbotech   Security
Agreement)  shall be Eligible Inventory (as defined  in  the
Financing  Agreement)  until  Bank  (i)  has  reviewed   the
Receivables  and  Inventory (as  defined  in  the  Dimension
Security Agreement and Turbotech Security Agreement) and  is
satisfied  about  the  same  and  (ii)  thereafter  notifies
Sabreliner  to  what  extent the Receivables  and  Inventory
(each  as  defined in the Dimension Security  Agreement  and
Turbotech  Security Agreement) shall be Eligible Receivables
and  Eligible  Inventory  (each  defined  in  the  Financing
Agreement), respectively, for purposes of the Borrowing Base
calculation under the Financing Agreement, and (2) no  Loans
or other advances to or for the benefit of Turbotech will be
made until Bank (a) is satisfied that there are no Liens  on
any property of Turbotech and that Bank has a first priority
security interest in, and Lien on, all of the Collateral (as
defined in the Turbotech Security Agreement) and (b) has its
counsel   review,   to  such  counsel's  satisfaction,   the
documents   executed   in   connection   with   Sabreliner's
acquisition of the capital stock of Turbotech.

      5.    Representations. To induce Bank to  accept  this
Amendment, Borrowers hereby represent and warrant to Bank as
follows:

           a.    Each  of the Borrowers has full  power  and
authority  to  enter  into, and to perform  its  obligations
under,  this  Agreement, and the execution and delivery  of,
and  the performance of each of Borrowers' obligations under
and arising out of, this Amendment have been duly authorized
by all necessary corporate action.

           b.    This Amendment constitutes the legal, valid
and binding obligations of each of Borrowers enforceable  in
accordance with its terms, except as such enforceability may
be  limited  by  bankruptcy, insolvency,  reorganization  or
similar  laws  affecting creditors' rights generally  or  by
equitable principles of general applicability (regardless of
whether considered in a proceeding at law or in equity).

           c.    Borrowers'  representations and  warranties
contained  in  the  Financing  Agreement  are  complete  and
correct  as  of  the date of this Amendment  with  the  same
effect  as  though these representations and warranties  had
been  made  again  on and as of the date of this  Amendment,
subject to those changes as are not prohibited by, or do not
constitute Events of Default under, the Financing Agreement.

       6.     Additional  Acknowledgments.   (1)   Borrowers
acknowledge  and agree that (i) the deletion of Section  2.3
of  the  Financing Agreement evidences as intent by Bank  to
eliminate  the  availability to  Borrowers  of  the  Special
Advances, and that any references remaining in the Financing
Agreement   to   "Special  Advance(s)",   "Special   Advance
Availability Period" or the like do not indicate a  contrary
intent,  (ii)  the fact that Bank may, from  time  to  time,
issue  one or more Letters of Credit that have an expiration
date  that occurs after the date the Financing Agreement  is
to  terminate  pursuant  to Section 11.1  of  the  Financing
Agreement does not evidence an intent by Bank to extend  the
Financing Agreement past such termination date, (iii) in the
event  the  Financing Agreement is terminated prior  to  the
expiration  of  any  Letter  of Credit,  Bank  will  require
Borrowers provide to Bank cash collateral acceptable to Bank
or  replace  the  Letter of Credit, (iv) until  all  of  the
Obligations,   including   any   reimbursement   and   other
obligations owed by Borrowers by virtue of an issuance of  a
Letter  of  Credit, are paid, performed and satisfied,  Bank
will  continue to have a security interest in, and Lien  on,
all  of  the  Loan Collateral and (v) upon  the  receipt  by
Borrowers  of  the proceeds of the sale of the assets  which
are   the   subject  of  the  UNFO  Contract,  the   Maximum
Availability under the Financing Agreement will  be  reduced
from  $35,000,000 to $17,500,000.  (2)  Each of  Sabreliner,
Midcoast, Little Rock and SabreTech reaffirms its respective
Guaranty,  and  acknowledges  and  agrees  that  it  is  not
released  from its obligations under its respective Guaranty
by reason of this Amendment, that the obligations of each of
Sabreliner,  Midcoast, Little Rock and SabreTech  under  its
respective  Guaranty extend to the Financing  Agreement  and
the  other  Loan Documents as amended by the Amendment,  and
the   Guaranteed  Obligations  (as  defined  in  each   such
Guaranty)   extend   to  any  Loans   or   other   financial
accommodations   made  to  Dimension,  Turbotech   and   any
Additional  Borrower (other than Dimension  and  Turbotech).
This reaffirmation shall not be construed, by implication or
otherwise, as imposing any requirement that Bank  notify  or
seek  the  consent of Sabreliner, Midcoast, Little Rock,  or
SabreTech  relative  to  any past  or  future  extension  of
credit,  or  modification, extension or  other  action  with
respect  thereto, in order for any such extension of  credit
or  modification,  extension or other  action  with  respect
thereto  to be subject to its respective Guaranty, it  being
expressly   acknowledged  and  reaffirmed   that   each   of
Sabreliner, Midcoast, Little Rock, and SabreTech  has  under
its   respective   Guaranty  consented   to   modifications,
extensions  and  other actions with respect thereto  without
any notice thereof.

      7.    Costs  and  Expenses.  As a  condition  of  this
Amendment,  Borrowers  will  promptly  on  demand   pay   or
reimburse Bank for the costs and expenses incurred  by  Bank
in   connection  with  this  Amendment,  including,  without
limitation, attorneys' fees.

      8.    Amendment Fee.  Borrowers will promptly  pay  to
Bank  upon  the  execution  of this  Amendment  by  Bank  an
amendment  fee of $25,000, which shall be fully  earned  and
nonrefundable when paid.

      9.    Release.  Borrowers hereby release Bank from any
and  all  liabilities, damages and claims therefore  arising
from  or  in  any way related to the Credit Facility,  other
than  such liabilities, damages and claims which arise after
the execution of this Amendment by Borrowers.  The foregoing
release  does not release or discharge, or operate to  waive
performance   by,  Bank  of  its  express   agreements   and
obligations  stated in the Loan Documents on and  after  the
date of this Amendment.

      10.  Continuing Effect of Financing Agreement.  Except
as  expressly amended hereby, all of the provisions  of  the
Financing  Agreement  are  hereby  ratified,  confirmed  and
remain in full force and effect.

       11.    One  Agreement:   References.   The  Financing
Agreement, as modified by this Amendment, will be  construed
as  one  agreement.   All references  in  any  of  the  Loan
Documents to the Financing Agreement will be deemed to be  a
reference  to  the Financing Agreement as  amended  by  this
Amendment.

      12.  Entire Agreement.  This Amendment sets forth  the
entire  agreement of the parties with respect to the subject
matter   of  this  Amendment  and  supersedes  all  previous
understandings,  written  or  oral,  in  respect   of   this
Amendment.

      IN  WITNESS  WHEREOF,  Borrowers  have  executed  this
Amendment  to be effective as of the date set forth  in  the
opening paragraph of this Amendment.

SABRELINER CORPORATION

By:  /s/  Rodney E. Olson
Name:  Rodney E. Olson
Title:  Sr. Vice President and CFO

MIDCOAST AVIATION, INC.

By:  /s/  Rodney E. Olson
Name:  Rodney E. Olson
Title:  Vice President and Treasurer

MIDCOAST-LITTLE ROCK, INC.

By:  /s/  Rodney E. Olson
Name:  Rodney E. Olson
Title:  Vice President and Treasurer

SABRETECH, INC.

By:  /s/  Rodney E. Olson
Name:  Rodney E. Olson
Title:  Vice President

DIMENSION AVIATION, INC.

By:  /s/  Rodney E. Olson
Name:  Rodney E. Olson
Title:  Chief Financial Officer

TURBOTECH REPAIRS, INC.

By:  /s/  Rodney E. Olson
Name:  Rodney E. Olson
Title:  Vice President and Treasurer


Accepted at Cincinnati, Ohio,
as of February 14, 1997.

STAR BANK, NATIONAL ASSOCIATION

By:  /s/  Michael D. Ehlert
Title:  Vice President