SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM 10-Q

           QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended                  Commission File No. 0-13829
March 31, 1999

                    PRECISION STANDARD, INC.

     (Exact Name of Registrant as Specified in its Charter)

        Colorado                        84-0985295             
(State of Incorporation)    (I.R.S. Employer Identification No.)

                     12000 East 47th Avenue
                            Suite 400
                    Denver, Colorado 80239
            (Address of Principal Executive Offices)
                        (303) 371-6525                            
      (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                    Yes [X]                  No [ ]

The number of shares outstanding of each of the issuer's classes of
common shares, as of the close of the period covered by this
report:

Class of Securities             Outstanding Securities
$.0001 Par Value                3,978,131 shares
Common Shares                   Outstanding at May 5, 1999











PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

               PRECISION STANDARD, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                                                
                                ASSETS
                            (In Thousands)

                                         March 31,     December 31,
                                            1999          1998
                                        (Unaudited)               

Current assets:
  Cash and cash equivalents               $  1,080       $   193
  Accounts receivable, net                  20,024        17,434
  Inventories                               18,171        15,286
  Prepaid expenses and other                   837           995
 
        Total current assets                40,112        33,908

Property, plant and equipment,
   at cost:
  Leasehold improvements                    11,297        11,242
  Machinery and equipment                   18,906        18,656
                                            30,203        29,898

Less accumulated depreciation              (19,680)      (19,252)

        Net property, plant
         and equipment                      10,523        10,646

Other non-current assets:
  Prepaid pension costs                      2,584         2,888
  Intangible assets, net                       478           483
  Related party receivable                     270           270
  Deposits and other                           495         1,274
                                             3,827         4,915
        Total assets                      $ 54,462      $ 49,469



            The accompanying notes are an integral part of
               these consolidated financial statements.








               PRECISION STANDARD, INC. AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEETS (CONTINUED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY
                            (In Thousands)

                                         March 31,      December 31,
                                           1999            1998
                                        (Unaudited)                 

Current liabilities:
  Current portion of debt                 $ 1,140         $ 1,454
  Accounts payable and accrued
   expenses                                29,499          29,168

          Total current liabilities        30,639          30,622

Long-term debt                             24,541          21,824
Other long-term liabilities                 3,372           3,063
          Total liabilities                58,552          55,509

Stockholders' equity (deficit):
  Common stock, $.0001 par value,
    300,000,000 shares authorized,
    3,978,131 and 3,977,721 shares
    issued and outstanding at
    March 31, 1999 and December 31,
    1998, respectively                          1               1

  Additional paid-in capital                4,768           4,768
  Accumulated deficit                      (8,859)        (10,809)
  Total stockholder's  deficit             (4,090)         (6,040)

          Total liabilities and
          stockholders' deficit           $54,462        $ 49,469  




            The accompanying notes are an integral part of
               these consolidated financial statements.











               PRECISION STANDARD, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                            (In Thousands)


                                            Three           Three
                                        Months Ended     Months Ended
                                          March 31,        March 31,
                                            1999             1998     
                                        (Unaudited)      (Unaudited)

Net sales                                   $39,885       $34,454
Cost of sales                                30,547        27,814
     Gross profit                             9,338         6,640

Selling, general and
  administrative expenses                    (5,917)       (4,523)
Research and development expense                  0          (125)
     Income from operations                   3,421         1,992

Other (income)expense:
  Interest expense                              962           667
  Other, net                                    424        (3,238)
     Income before income
     taxes                                    2,035         4,563

Provision for income taxes                       85            25

     Net income                             $ 1,950       $ 4,538

Net income per common share:
  Basic                                       $0.49         $1.24
  Diluted                                     $0.49         $1.16




            The accompanying notes are an integral part of
               these consolidated financial statements.














                 PRECISION STANDARD, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In Thousands)
                                                   

                                           Three             Three
                                        Months Ended      Months Ended
                                          March 31,         March 31,
                                            1999              1998     

Cash flows from operating
  activities:
 Net income                              $ 1,950           $ 4,538
 Adjustments to reconcile net
  income to net cash used in
  operating activities:
Depreciation and amortization                433               548
Pension cost in excess of
  funding                                    305
Loss (gain) on sale of equipment                            (3,119)
Changes in assets and liabilities:
  Accounts receivable, trade              (2,590)           (3,464)
  Inventories                             (2,885)              825
  Prepaid expenses and other                 158               146
  Deposits and other                         779                 1
  Accounts payable and accrued
    expenses                                 325            (1,458)

Total adjustments                         (3,475)           (6,521)

Net cash used in operating
 activities                               (1,525)           (1,983)
Cash flows from investing
 activities:
Proceeds from sale of division                               4,790
Capital expenditures                        (305)              (38)

     Net cash provided by
      (used in) investing
      activities                            (305)            4,752

Cash flows from financing
 activities:
  Net borrowings (repayments)
   under revolving credit
   facility                                2,717            (3,036)

     Net cash provided by
      (used in) financing
      activities                           2,717            (3,036)

     Net increase in cash
      and cash equivalents                   887              (267)
Cash and cash equivalents,
 beginning of period                         193               369
Cash and cash equivalents,
 end of period                           $ 1,080           $   102

Supplemental disclosure of
cash flow information:
  Cash paid during the year
  for:
    Interest                             $   754           $   769
    Income taxes                         $    85           $     0

















              The accompanying notes are an integral part
                   of these consolidated statements.





            PRECISION STANDARD, INC. AND SUBSIDIARIES
                  NOTES TO FINANCIAL STATEMENTS

1.   CONSOLIDATED FINANCIAL STATEMENTS

     The consolidated interim financial statements have been
     prepared by the Company without audit.  In the opinion of
     management, all adjustments necessary for a fair presentation
     are reflected in the interim financial statements.  Such
     adjustments are of a normal and recurring nature.  The results
     of operations for the period ended March 31, 1999 are not
     necessarily indicative of the operating results expected for
     the full year.  The interim financial statements should be
     read in conjunction with the audited financial statements and
     notes thereto included in the Company's 1998 Form 10-K.

2.   INVENTORIES

     Inventories consist of the following:

                                     March 31,       December 31,
                                       1999              1998
                                   ($ thousands)    ($ thousands)
                                    (Unaudited)                  

      Work in-process                 $30,703          $30,185
      Finished goods                    3,396            3,324
      Raw materials and supplies        2,664            2,967
      Total                           $36,763          $36,476

      Less progress payments
        and customer deposits         (18,109)         (20,708)
      Less allowance for
        estimated losses on
        work in process                  (483)            (482)
                                       18,171           15,286

3.   NET INCOME PER SHARE

     Basic EPS was computed by dividing net income by the weighted
     average number of shares of common stock outstanding during
     the periods.  Diluted was computed by dividing net income by
     the weighted average number of shares of common stock and the
     dilutive effects of the shares awarded under the Stock Option
     plan and stock warrants, based on the treasury stock method
     using an average fair market value of the stock during the
     respective periods.
     
     The following table represents the net income per share
     calculations for the three months ended March 31, 1999 and
     1998:

     For the three months ended March 31:
     (All numbers in thousands except Income Per Share)

     1999
     Net Income                                 $ 1,950
     Weighted Average Shares                      3,978
     Basic Net Income Per Share                     .49
     Dilutive securities:
        *Options                                     31
        *Warrants                                     0
     Diluted Weighted Average Shares              4,009
     Diluted Net Income Per Share                   .49

     1998
     Net income                                 $ 4,537
     Weighted Average Shares                      3,666
     Basic Net Income Per Share                    1.24
     Dilutive Securities:
          Options                                     2
          Warrants                                  243
     Diluted Weighted Average shares              3,911
     Diluted Net Income Per Share                  1.16

     Options to purchase approximately 437,000 and 167,000 shares
     of common stock related to March 31, 1999 and 1998,
     respectively were excluded from the computation of diluted
     income per share because the option exercise price was greater
     than the average market price of the shares.

4.   NOTES PAYABLE
                                         March 31,    December,31,
                                          1999           1998
                                     ($ Thousands)   ($ Thousands)
                                       (Unaudited)                

     Revolving credit facility          $17,694         $15,548

     Senior Subordinated Loan
     interest at 13.5%                    6,150           6,150

     Other obligations:  interest
     from 6 to 18%, collateralized
     by security interests in
     certain equipment                    1,837           1,580

     Total debt                         $25,681         $23,278

     Less portion reflected
      as current                          1,140           1,454



     Long term debt, net of
      current portion                   $24,541         $21,824

     On August 8, 1997, the Company entered into a three-year
     revolving credit facility with a lender.  The amount of funds
     available to borrow under the $20 million revolving credit
     facility is tied to percentages of accounts receivables and
     inventory and, as a result of certain subordination
     provisions, may not exceed $17 million.  Therefore, available
     funds will fluctuate on a daily basis.  Interest on the
     revolving credit facility accrues at prime rate plus 1.5% with
     provisions for both reductions in the interest rate based on
     specific operating performance targets and increases related
     to certain events of default. Interest is accrued and charged
     to the loan balance on a monthly basis.

     During the period the lender allowed the Company to exceed the
     $17 million cap due to the Company having funds in excess of
     the cap in its lockbox which had not been drawn down and
     applied to the revolving credit facility by the lender.

     All scheduled principal amortization for the Senior
     Subordinated loan has been deferred for the three-year term of
     the revolving credit facility.  The Senior Subordinated loan
     will be repaid over five installments commencing on August 31,
     2000, due each subsequent quarter through June 30, 2001.

     The above loans are collateralized by substantially all of the
     assets of the Company and have various covenants which limit
     or prohibit the Company from incurring additional
     indebtedness, disposing of assets, merging with other
     entities, declaring dividends, or making capital expenditures
     in excess of certain amounts in any fiscal year. 
     Additionally, the Company is required to maintain various
     financial ratios and minimum net worth amounts.

     The Company's cash resources showed significant improvement
     over the first quarter of 1998.  In the first quarter of 1999
     the Company used cash in operations primarily due to delays in
     progress payments for amounts billed to the U.S. Government
     and increased workloads under government contracts resulting
     in an increase in both accounts receivable and work in
     process.  Some of the delays in progress payments were
     corrected in the second quarter.

5.   CONTINGENCIES

     United States Government Contracts - The Company, as a U.S.
     Government contractor, is subject to audits, reviews, and
     investigations by the government related to its negotiation
     and performance of government contracts and its accounting for
     such contracts.  Failure to comply with applicable U.S.
     Government standards by a contractor may result in suspension
     from eligibility for award of any new government contract and
     a guilty plea or conviction may result in debarment from
     eligibility for awards.  The government may, in certain cases,
     also terminate existing contracts, recover damages, and impose
     other sanctions and penalties.  The Company believes, based on
     all available information, that the outcome of the U.S.
     Government's audits, reviews, and investigations will not have
     a materially adverse effect on the Company's consolidated
     results of operations, financial position, or cash flows.

     Litigation - A purported class action was brought against the
     Company and its Pemco Aeroplex subsidiary on behalf of those
     persons hired as replacement workers during the strike by
     Pemco's United Auto Worker ("UAW") union employees who were
     terminated upon settlement of such strike.  The complaint
     alleges fraud, breach of contract, and civil conspiracy and
     seeks both compensatory and punitive damages.  The Company
     believes the plaintiffs' claims have no factual basis and will
     vigorously defend the case.

     The Company's Pemco Aeroplex subsidiary, successor to Hayes
     International, is a defendant in several suits seeking damages
     and indemnity for claims arising from an Airworthiness
     Directive issued by the FAA.  That Directive restricts the
     cargo capacity of Boeing 747 aircraft converted pursuant to an
     STC for such conversions.  Hayes International had performed
     engineering for the development of the STC.  Certain of the
     suits also allege fraud, misrepresentation and violations of
     the Racketeer Influenced and Corrupt Organization Act. 
     Management believes that Pemco has no liability under the
     claims.

     On November 3, 1997, a Jefferson County, Alabama jury returned
     a verdict against the Company's Pemco Aeroplex subsidiary in
     the amount of $1 million compensatory and $3 million punitive
     damages.  Various post-trial motions resulted in the trial
     court reducing the verdict to $1 million in compensatory
     damages.  Pemco has appealed this decision.  The Company
     believes it will successfully reverse the decision upon appeal
     as the supervisor was not found liable.  However, an accrual
     was established in the fourth quarter of 1997 for the
     compensatory damage award pending outcome of the appeal.

     On October 9, 1998, the Company was served with a complaint
     filed by Sterling Airways A/S in bankruptcy ("Sterling") in
     the District Court for the City and County of Denver, Colorado
     alleging breach of contract.  The complaint seeks payment for
     parts and materials supplied to the Company's Danish
     subsidiary Pemco World Air Services A/S, which was placed in
     involuntary bankruptcy in November 1997.  The complaint
     alleges that the Company guaranteed certain obligations to
     Sterling and seeks damages of approximately $1.4 million.  On
     November 2, 1998, the Company filed a motion to dismiss the
     complaint which was denied by the court on January 13, 1999. 
     
     In May 1998, the Company's Pemco Aeroplex subsidiary was
     served with a complaint filed by National Union Fire Insurance
     Company, the Company's current insurer, seeking a declaration
     that the policies issued by such insurer between 1987 and 1996
     are not required to provide defense costs or indemnity
     payments with respect to the litigation arising out of the
     STCs for Boeing 747 cargo conversions owned by GATX and
     others.  The complaint filed in U.S. District Court of the
     Northern District of California, also names American
     International Airways, Inc., a plaintiff in one of the
     underlying cases, as a defendant.  Pemco Aeroplex has filed a
     motion to stay the action pending resolution of the underlying
     cases.

     In November 1997, the Company's Danish subsidiary, Pemco World
     Air Services A/S, was placed in involuntary bankruptcy in
     Denmark.  On September 30, 1998, the Company received notice
     from the bankruptcy estate that the trustees would assert a
     claim in the amount of approximately $2 million against the
     Company for the alleged negative equity of the Danish
     subsidiary.  Based on preliminary information provided to the
     Company in October 1998, additional claims have been filed by
     creditors against the bankruptcy estate.  Based on the
     information currently available, the Company believes that
     such claims may or may not be assertive against the Company. 
     The Company has not made any reserves related to these claims.

     In addition to the above, the Company is involved in various
     legal proceedings arising in the normal course of business. 
     Management does not believe the ultimate outcome of all such
     litigation will have a material adverse effect on the
     consolidated financial position or results of operations.  

     Year 2000 Compliance

     Background

     Some computers, software and other equipment include
     programming code which abbreviates calendar year data using
     only two digits.  As a result, some equipment could fail to
     operate or fail to produce correct results if "00" is
     interpreted to mean 1900, rather than 2000.  These problems
     are widely expected to increase in frequency and severity as
     the year 2000 approaches and are commonly referred to as the
     "Millennium Bug" or "Year 2000 Problem."



     Assessment

     The Year 2000 Problem could affect computers, software and
     other equipment used by the Company.  Accordingly, the Company
     is reviewing its internal computer programs and systems to
     ensure that such programs and systems will be Year 2000
     compliant.  The Company presently believes that its computer
     systems will be Year 2000 compliant in a timely manner.

     Internal Infrastructure

     The Company's assessment of existing computer systems has
     revealed that a portion of its existing software programs and
     hardware are not Year 2000 compliant.  The Company believes
     that it has identified most of the major computers, software
     applications and related equipment used in connection with its
     internal operations that must be modified, upgraded or
     replaced to minimize the possibility of a material disruption
     to its business.

     Based on information gathered to date, the Company has taken
     steps to address the potential impacts of year 2000 compliance
     on its financial accounting, manufacturing, and production
     systems.  For most operating units the primary focus in
     achieving year 2000 compliance will be relatively minor
     upgrades to existing systems.

     The Company has determined that one of its operating units
     will require a major system replacement.  A study has been
     conducted and a replacement system chosen.  Implementation was
     begun during the first quarter of 1999 and is currently
     scheduled for completion at the end of the third quarter, with
     cut over to the new system during the first two weeks of the
     fourth quarter.  The new system is Oracle based and runs on a
     Hewlett Packard server.

     In addition to the Y2K issue, the system substantially
     improves the Maintenance Repair & Overhaul (MRO) process and
     the Company anticipates improved efficiencies.

     The Company does not presently exchange data electronically
     with outside entities and its production capability does not
     rely on systems such as Just In Time Inventory.  The Company
     has determined that its production and manufacturing
     operations could continue through the use of manual systems,
     if necessary, and therefore, the impact, if any, of Year 2000
     failures by outside entities should not be material to the
     Company's operation or financial condition.

     Systems Other Than Information Technology Systems ("Non-IT
     Systems")

     In addition to computers and related systems, the operation of
     the Company's office and facilities equipment, such as fax
     machines, photocopiers, telephone switches, security systems,
     elevators and other common devices, may be affected by the
     Year 2000 Problem.  The Company has been assessing the
     potential effect of the Year 2000 Problem on its office and
     facilities equipment.  The Company has relatively few date-
     sensitive systems in place, and most major non-IT systems are
     the responsibility of landlords and other service providers. 
     It is currently estimated that any requirements for
     replacement or modification to non-IT systems will not have a
     material effect on the Company's business, financial condition
     or results of operations.

     Customers and Suppliers

     The Company does not foresee any serious Year 2000 Problems
     occurring with its vendors and customers.  Although the
     Company has not yet received any written assurances of
     compliance, it has requested statements of Year 2000
     compliance from its vendors.  While it is not possible to
     predict all issues which could arise relating to a supplier,
     the Company believes that it has multiple sources for most of
     the materials and supplies it presently procures from vendors
     or third party contractors.  Unless a national or global
     problem occurs, the Company believes it will be able to
     continue production while it seeks to rectify any supplier
     issues that may arise.  Because the Company's primary
     customers include the U.S. Government and large corporations
     with substantial financial resources, the Company believes
     that these customers are taking appropriate steps to protect
     themselves, and indirectly, the Company from business losses
     resulting from Year 2000 issues.  Although it is not possible
     to quantify the effects year 2000 compliance will have on the
     Company's customers or suppliers, the Company does not
     anticipate related material adverse effects on its financial
     condition, liquidity or results of operations.

     Most Likely Consequences of Year 2000 Problems

     The Company expects to identify and resolve all Year 2000
     Problems that could materially adversely affect its business,
     financial condition or results of operations.  However, the
     Company believes that it is not possible to determine with
     complete certainty that all Year 2000 Problems affecting the
     Company have been identified or corrected.  The number of
     devices that could be affected, directly or indirectly, and
     the interactions among these devices are simply too numerous
     to ensure 100% compliance.  Accordingly, the Company cannot
     accurately predict how many failures related to the Year 2000
     Problem will ultimately occur or the severity, duration or
     financial consequences of such failures.  As a result, the
     Company expects that there is some risk of the following
     consequences:

          -    A significant number of operational inconveniences
     and inefficiencies for the Company and its customers that may
     divert management's time and attention and financial and human
     resources from its ordinary course of business activities; and


          -    A number of serious system failures that may require
     significant efforts by the Company or its customers to prevent
     or alleviate material business disruptions.

     Contingency Plans

     The Company is currently developing contingency plans to be
     implemented as part of its efforts to identify and correct
     Year 2000 Problems affecting its internal systems.  Depending
     on the systems affected, these plans could include (1)
     accelerated replacement of affected equipment or software, (2)
     short-to-medium-term use of backup equipment and software, (3)
     increased work hours for Company personnel or the use of
     contract personnel to correct any Year 2000 Problems which may
     arise, (4) manual backup systems to forestall any interruption
     of operations resulting from the failure of automated systems,
     (5) and other similar approaches.  If the Company is required
     to implement any of these contingency plans, such plans could
     have a material adverse effect on the Company's business,
     financial condition or results of operations.

     As noted above, however, the Company does not presently
     believe that the Year 2000 Problem will have a material
     adverse effect on the Company's business, financial condition
     or results of operations.

     Total hardware, software, networking, and implementation costs
     for the Company's year 2000 compliance efforts are estimated
     at approximately $4.5 million which will be incurred over a
     one year period.  The costs are being financed by various
     vendors over periods of 36 to 42 months.

     While there is no guarantee that the Company will reach Year
     2000 compliance by such deadline, the Company believes that it
     is applying the resources and effort sufficient to do so.

6.   COMPREHENSIVE INCOME

     The Company adopted Statement of Financial Accounting
     Standards ("SFAS") No. 130 on January 1, 1998, which
     establishes standards for reporting and display of
     comprehensive income and its components.  Comprehensive income
     is a measure of all nonowner changes in equity of an
     enterprise that result from transactions and other economic
     events of the period.  The Company did not have any material
     differences in net income and comprehensive income for the
     quarters ended March 31, 1999 or 1998.

7.   SEGMENT AND RELATED INFORMATION

     The Company adopted SFAS No. 131, Disclosures about Segments
     of an Enterprise and Related Information, at December 31, 1998
     which changes the way the Company reports information about
     its operating segments.  The Company has provided this segment
     information for the quarter ended March 31, 1999; however, the
     Company has not provided such information for prior year as it
     is not practical to capture the relevant information for the
     prior year.

     The Company has three reportable segments: Government Services
     Group, Commercial Services Group, and Manufacturing and
     Overhaul Group.  The Government Services Group, located
     primarily in Birmingham, Alabama, provides aircraft
     maintenance and modification services for the government and
     military customers through its Government Services Group.  The
     Commercial Services Group, located in Dothan, Alabama, and
     Victorville, California provides commercial aircraft
     maintenance and modification services on a contract basis to
     the owners and operators of large commercial aircraft.  The
     Manufacturing and Overhaul Group, located in California,
     Colorado and Florida, designs and manufactures a wide array of
     proprietary aerospace products including various space
     systems, such as guidance control systems and launching
     vehicles; aircraft cargo-handling systems; and precision parts
     and components for aircraft.  For reporting purposes, segments
     other than government, commercial and manufacturing and
     overhead are combined as an other segment.  These additional
     segments perform engineering and support services for the
     three main business segments.

     The accounting policies of the segments are the same as those
     described in the summary of significant accounting policies. 
     The Company evaluates performance based on total (external and
     intersegment) revenues, gross profits and operating income. 
     The Company accounts for intersegment sales and transfers as
     if the sales or transfers were to third parties, that is at
     current market prices.  The Company does not allocate income
     taxes, interest income and interest expense to segments. The
     amount of intercompany profit is not material.

     The Company's reportable segments are strategic business units
     that offer different products and services.  They are managed
     separately because each business requires different operating
     and marketing strategies.  However, the Commercial and
     Manufacturing and Overhaul segments may generate sales to
     Governmental entities and the Government segment may generate
     sales to commercial entities.

     The following table presents information about segment profit or loss:

                               (In $ Thousands)
                                              Mfg. and             Consoli-
                    Government   Commercial   Overhaul    Other    dated   

    Revenues from
     external,
     domestic
     customers      $22,422      $ 7,268      $ 7,173     $  182   $ 37,045
    Revenues from
     external
     foreign
     customers            0        2,840            0          0      2,840
    Intersegment
     revenues            15            0           30          0         45
    Total
     Segment
     Revenues       $22,437      $10,108      $ 7,203     $  182   $ 39,930
    Elimination                                                         (45)
    Total Revenues                                                 $ 39,885


    Gross Profit      7,470          934          927          7      9,338
    Segment Op
     Inc.             3,691          325          400        (95)     4,321
    Interest
     Expense                                                            962
    Other                                                             1,324
    Benefit
     for Income
     Taxes                                                               85
     Net Income                                                    $  1,950

    Assets          $31,015      $14,701     $  6,487     $1,194   $ 53,397
    Deprec/Amort        366           95           84          1        546
    Cap. Additions      187           94           24          0        305













ITEM 2.

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

INTRODUCTION

The following discussion should be read in conjunction with the
Company's consolidated financial statements and notes thereto
included herein.

During the first quarter of 1999, the Company reported operating
income of approximately $3.4 million.  Total income before taxes
for the first quarter of 1999 was approximately $2.0 million.

RESULTS OF OPERATIONS

Three months ended March 31, 1999
versus three months ended March 31, 1998

Revenues from operations for the first quarter of 1999 grew from
the first quarter of 1998, increasing 15.8% from $34.5 million in
1998 to $39.9 million in 1999.  Government sales increased
approximately 25% from $19.6 million in 1998 to $24.5 million in
1999.  Commercial sales grew 3% from $14.9 million in 1998 to $15.4
million in 1999.  The Company's mix of business between government
and commercial customers moved from 43% commercial and 57%
government in 1998 to 39% commercial and 61% government in 1999
during the same period.

Government sales in the first quarter of 1999 increased
approximately $4.9 million due primarily to increases in sales
under the Birmingham facility's KC-135 contract of $4.1 million and
$0.8 million at Space Vector.

Commercial sales increased $1.9 million under aircraft
maintenance/modification contracts at the Dothan and Victorville
facilities.  This increase was partially offset by a $1.4 million
decrease in other commercial operations.

Cost of sales increased from $27.8 million in 1998 to $30.5 million
in the first quarter of 1999.  The ratio of cost of sales to net
sales decreased from 81% in the first quarter of 1998 to 77% in
1999.

This decrease in the ratio of cost of sales to net sales is the
continuing result of process improvements implemented as part of
the restructuring efforts initiated in 1997.

Selling, general and administrative expenses increased from $4.5
million in the first quarter of 1998 to $5.9 million in 1999.

Interest expense was $1.0 million in first quarter 1999 versus $0.7
million in 1998.  The average interest rate in the first quarter of
1999 on the Revolving Credit facility was 11.25% as compared to 10%
during the first quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash resources showed significant improvement over
the first quarter of 1998.  In the first quarter of 1999 the
Company used cash in operations primarily due to delays in progress
payments for amounts billed to the U.S. Government and increased
workloads under government contracts resulting in an increase in
both accounts receivable and work in process.  Some of the delays
in progress payments were corrected in the second quarter.

The following is a discussion of the significant items in the
Company's Consolidated Statement of Cash Flows for the quarters
ending March 31, 1999 and 1998.

The Company's pension expense as determined by its actuary for the
year 1999 is $1.1 million as compared to $1.2 million in 1998.  In
the first quarter of 1999, the Company made no contributions to the
pension plan and expensed approximately $.3 million.  In the first
quarter of 1998, the Company made no contributions to the pension
plan and expensed approximately $0.08 million.

Accounts payable and accrued expenses increased from $29.2 million
in the first quarter of 1998 to $29.5 million in 1999.  Accrued
interest payments at March 31, 1999 were $0.2 million representing
no increase over that due at March 31, 1998.

Accounts receivable increased $2.6 million in the first quarter of
1999 due to an increase in progress payment billings and increased
additional billings on the KC-135 contract.

Net inventories increased $2.9 million in the first quarter of 1999
primarily due to an increase in the total work in process.

During the first quarter of 1998, the Company's operating
activities used $2.0 million in cash.  In the first quarter of
1999, $1.5 million of cash was used for operating activities and
$0.3 million was used for investing activities.

During 1997, 1998 and 1999, inflation and changing prices have had
no significant impact on the Company's net sales or revenues or on
income from continuing operations.

BACKLOG

The following table presents the Company's backlog (in thousands of
dollars) at March 31, 1999 and 1998:

                                   1999              1998

     U.S. Government             $172,644          $151,751
     Commercial                    28,691            25,755
                                 $201,335          $177,506

As of March 31, 1999, 86% of the Company's backlog related to work
for the U.S. Government versus 85% for the period ending March 31,
1998.  The Company's Government backlog increased $20.9 million
primarily related to additional aircraft input under the Company's
KC-135 contract and a contract for the painting of C-130 aircraft
awarded to the Birmingham facility.

                                      1999              1998

     Firm, unfunded Backlog     $  3.6 million     $47.8 million

     Estimated sales to be
     derived from backlog
     contracts                  $191.7 million      $214 million

The $191.7 million of estimated backlog is associated with the
option periods for the KC-135 contract and the Space Vector CTTS
program.

CONTINGENCIES

See Note 6 to the Consolidated Financial Statements.

FORWARD LOOKING STATEMENTS

With the exception of historical facts, statements contained in
Management's Discussion and Analysis are forward looking
statements.  Statements contained herein concerning anticipated
results of operations, award of contracts, the outcome of pending
and future litigation, the outcome of audits, reviews and
investigations by the U.S. Government, the outcome of claims filed
with the U.S. Government, estimates of backlog, the outcome of
claims related to the Danish subsidiary, the Company's intent to
take certain action in the future, the impact of Year 2000 issues
on the Company's operations, and the Company's ability to achieve
Year 2000 compliance are forward looking statements, the accuracy
of which cannot be guaranteed by the Company.  These forward
looking statements are subject to a variety of business risks and
other uncertainties, including but not limited to the effect of
economic conditions, the impact of competitive products and
pricing, new product development, the actual performance of work
under contract, customer contract awards, estimates of time and
money to assess and address Year 2000 issues, the continuing
availability of experienced personnel to deal with Year 2000
issues, the timely availability of software patches from existing
suppliers of software, the ability of third parties to complete
their own remediations of Year 2000 issues on a timely basis, the
ability to identify and implement contingency plans to deal with
Year 2000 issues, unanticipated problems identified in the
Company's ongoing Year 2000 compliance review, and actions with
respect to utilization and renewal of contracts.


















                     PRECISION STANDARD,INC.
                        OTHER INFORMATION

PART II.

Item 1    Legal Proceedings

          None

Item 2    Changes in Securities

          None

Item 3    Defaults Upon Senior Securities

          None

Item 4    Submission of Matters to a Vote of Security Holders

          None

Item 5    Other Information

          None

Item 6    Exhibits and Reports on Form 8-K

          None





                         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.




                              PRECISION STANDARD, INC.



Date:      05/14/99          By:    /s/ Matthew L. Gold     
                                   Matthew L. Gold
                                   Chairman, President and
                                   Chief Executive Officer
                                   and Director
                                   (Principal Executive Officer   
                                   and Principal Financial and
                                   Accounting Officer)