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

                                    FORM 10-Q

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

                         COMMISSION FILE NUMBER 0-22706


                          GREENWICH AIR SERVICES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         58-1758941
-------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

    P.O. BOX 522187, MIAMI, FLORIDA                        33152
  4590 NW 36TH STREET, MIAMI, FLORIDA                      33122
---------------------------------------                   --------
(Address of principal executive offices)                 (Zip Code)

                                 (305) 526-7000
               --------------------------------------------------
              (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 class of the issuer's Common Stock as
of August 11, 1997 were:

       Class A common stock, $0.01 par value (NASDAQ: GASIA) - 7,044,198 shares
       Class B common stock, $0.01 par value (NASDAQ: GASIB) - 9,798,162 shares.


<PAGE>


                  GREENWICH AIR SERVICES, INC. AND SUBSIDIARIES

                                      INDEX

                                                                        PAGE NO.

PART I                  FINANCIAL INFORMATION:

     Consolidated Balance Sheets as of June 30, 1997 (unaudited)
       and September 30, 1996 .............................................   3

     Consolidated Statements of Income for the three months
       and nine months ended June 30, 1997 and 1996 (unaudited) ...........   4

     Consolidated Statements of Cash Flows for the three months
       and nine months ended June 30, 1997 and 1996 (unaudited)............   5

     Notes to Consolidated Financial Statements (unaudited) ...............   6

     Management's Discussion and Analysis of Financial Condition
       and Results of Operations ..........................................   9


PART II                 OTHER INFORMATION:

     Item 4      Submission of Matters to a Vote of Security Holders......    12

     Item 5      Other Information .......................................    12

     Item 6      Exhibits and Reports on Form 8-K ........................    12


                                        2

<PAGE>
<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION


                  GREENWICH AIR SERVICES, INC, AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1997 AND SEPTEMBER 30, 1996

                                                                  JUNE 30,
                                                                    1997       SEPTEMBER 30,
                                                                 (UNAUDITED)       1996
                                                                 ------------  -------------
<S>                                                              <C>           <C>   
ASSETS
Current Assets:
  Cash                                                            $      195    $      334
  Accounts receivable, less allowance of $4,266 in June 1997
    and $5,033 in September 1996                                     168,455       139,401
  Inventories                                                        371,813       318,013
  Prepaid expenses and other current assets                           14,555        20,004
                                                                  ----------    ----------
Total current assets                                                 555,018       477,752
                                                                  ----------    ----------
Property, plant and equipment                                        155,854       147,403
  Less accumulated depreciation                                      (20,426)      (12,518)
                                                                  ----------    ----------
Property, plant and equipment, net                                   135,428       134,885

Deferred financing costs, net                                          7,433         8,416

Other assets                                                          18,863         4,027
                                                                  ----------    ----------
TOTAL ASSETS                                                      $  716,742    $  625,080
                                                                  ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                $  105,364    $  106,556
  Accrued expenses and current portion of long term liabilities       78,550        68,215
  Customer deposits and deferred revenue                              30,287        21,912
  Income taxes payable                                                11,835         7,474
                                                                  ----------    ----------
Total current liabilities                                            226,036       204,157
Deferred income taxes payable                                         21,228        23,000
Other liabilities                                                      6,300        25,510
Long term debt                                                       144,766        69,710
Long term debt - WAL                                                       0         1,141
Senior notes                                                         160,000       160,000
Convertible subordinated debentures                                        0         2,515

Stockholders' Equity:
  Common stock                                                           168           163
  Capital in excess of par value                                     106,679       104,271
  Retained earnings                                                   51,914        35,658
  Treasury stock, at cost                                               (349)       (1,045)
                                                                  ----------    ----------
Total stockholders' equity                                           158,412       139,047
                                                                  ----------    ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  716,742    $  625,080
                                                                  ==========    ==========
</TABLE>


SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       3

<PAGE>
<TABLE>
<CAPTION>


                  GREENWICH AIR SERVICES, INC, AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
               THREE AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996



                                           THREE MONTHS ENDED JUNE 30,      NINE MONTHS ENDED JUNE 30,
                                           ----------------------------   ----------------------------
DOLLARS IN THOUSANDS                           1997            1996           1997            1996
                                           ------------    ------------   ------------    ------------
<S>                                        <C>             <C>            <C>             <C> 
Net sales                                  $    220,375    $     99,601   $    609,038    $    218,226

Cost of sales                                   194,100          86,923        533,650         186,844
                                           ------------    ------------   ------------    ------------

Gross profit                                     26,275          12,678         75,388          31,382

Selling, general and
  administrative expense                          9,663           5,414         26,326          13,156
                                           ------------    ------------   ------------    ------------

Income from operations                           16,612           7,264         49,062          18,226
                                           ------------    ------------   ------------    ------------

Non-operating (income)
expense:

    Interest expense                              8,106           2,781         22,357           6,416

    Other (income) expense                         (703)             25           (820)             24
                                           ------------    ------------   ------------    ------------
        Total non-operating
        expense                                   7,403           2,806         21,537           6,440
                                           ------------    ------------   ------------    ------------

Income before provision for
  income taxes                                    9,209           4,458         27,525          11,786

Provision for income taxes                        3,638           1,739         10,872           4,647
                                           ------------    ------------   ------------    ------------

Net Income                                 $      5,571    $      2,719   $     16,653    $      7,139
                                           ============    ============   ============    ============

Earnings per share:

  Primary                                  $       0.33    $       0.20   $       0.98    $       0.56
  Fully diluted                            $       0.33    $       0.19   $       0.98    $       0.54

Weighted average number of common shares
  and common share equivalents:
  Primary                                    17,057,359      13,912,023     16,975,570      12,743,561
  Fully diluted                              17,066,286      14,431,775     17,027,810      13,330,165
</TABLE>


SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                        4


<PAGE>

<TABLE>
<CAPTION>

                  GREENWICH AIR SERVICES, INC, AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                    NINE MONTHS ENDED JUNE 30, 1997 AND 1996

                                                                    NINE MONTHS ENDED JUNE 30,
                                                                   ---------------------------
                                                                       1997           1996
                                                                   ----------    -----------
<S>                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                         $   16,653    $    7,138
Adjustments to reconcile net income to net cash used by
    operating activities:
    Depreciation and amortization                                       8,856         2,763
    Changes in assets and liabilities:
        Accounts receivable                                           (29,054)      (29,433)
        Inventories                                                   (53,800)       13,749
        Prepaid expenses and other current assets                       5,449          (603)
        Other assets                                                  (14,836)         (302)
        Accounts payable                                               (1,192)      (10,736)
        Accrued expenses, customer deposits and deferred revenue       15,491         2,567
        Income taxes payable                                            4,361         1,330
        Deferred income taxes                                          (1,772)       (1,493)
        Other non-current liabilities                                 (19,210)       (1,000)
                                                                   ----------    ----------
    NET CASH USED BY OPERATING ACTIVITIES                             (69,054)      (16,020)
                                                                   ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                   (8,451)       (2,472)
Acquisition of Net Assets                                                          (226,937)
                                                                   ----------    ----------
    NET CASH USED BY INVESTING ACTIVITIES                              (8,451)     (229,409)
                                                                   ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net changes in revolving credit facility                               79,479        28,037
Repayments of long term debt                                           (2,346)      (11,993)
Purchase of treasury shares                                              (140)         (703)
Proceeds from sale of treasury shares                                     616           452
Proceeds from issuance of common stock, net of expenses                              80,701
Proceeds from sale of senior notes                                                  160,000
Options exercised                                                          83           432
GCL merger                                                                                7
Cash dividends paid                                                      (201)         (120)
Financing Cost                                                           (125)      (10,727)
                                                                   ----------    ----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                          77,366       246,086
                                                                   ----------    ----------
NET INCREASE (DECREASE) IN CASH                                          (139)          657
Cash, beginning of periods                                                334           180
                                                                   ----------    ----------
Cash, end of periods                                               $      195    $      837
                                                                   ----------    ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
    Interest                                                       $   24,173    $    5,604
    Taxes                                                          $    7,219    $    6,356
</TABLE>


SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                       5

<PAGE>

                  GREENWICH AIR SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
                                  JUNE 30, 1997


1.    STATEMENT OF INFORMATION
      The accompanying unaudited consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-Q and therefore do
      not include all information and footnotes normally included in annual
      financial statements and should be read in conjunction with the
      consolidated financial statements and notes thereto included in the
      Company's latest Annual Report on Form 10-K for the year ended September
      30, 1996. In the opinion of management, the unaudited consolidated
      financial statements contain all adjustments (consisting only of normal
      recurring accruals) necessary for a fair presentation of the balance
      sheets and statements of income and of cash flows for such interim periods
      presented. The results of operations for the three and nine months ended
      June 30, 1997 are not necessarily indicative of the results which may be
      expected for the entire fiscal year. The preparation of the financial
      statements in conformity with generally accepted accounting principles
      requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.

      ORGANIZATION
      Greenwich Air Services, Inc. ("GASI") and its subsidiaries (collectively,
      the "Company" or "Greenwich") overhauls, repairs, and refurbishes gas
      turbine engines and components used in aviation, marine and industrial
      applications. The Company also manages government and military service and
      maintenance programs, and provides management services for the sale,
      refurbishment and installation of complete gas turbine power plants.

      On June 10, 1996, the Company, through its newly-formed, wholly-owned
      subsidiary GASI Engine Services Corporation, purchased (a) substantially
      all of the assets and business of the commercial engine services divisions
      (the "CES Divisions") of Aviall, Inc. ("Aviall"), and (b) all of the
      issued and outstanding shares of Aviall Limited, a subsidiary of Aviall
      (collectively, the "Former Aviall Operations"). The CES Divisions included
      (i) all of the engine repair and overhaul operations of Aviall located in
      Dallas and Fort Worth, Texas and (ii) the components and parts repair
      business of Aviall located in McAllen, Texas. Aviall Limited, which has
      been renamed Greenwich Caledonian Limited ("Greenwich Caledonian")
      operated an engine repair and overhaul facility in Prestwick, Scotland.

      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
      In March 1995, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 121, ACCOUNTING
      FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE
      DISPOSED OF. SFAS No. 121 was adopted by to the Company as of October 1,
      1996 without any impact.

      In October 1995, the FASB issued SFAS No. 123, ACCOUNTING FOR STOCK-BASED
      COMPENSATION. The Company intends to adopt the pro forma disclosure
      features of SFAS No. 123, which are effective for fiscal year 1997. The
      adoption of these pro forma disclosure features will not have any impact
      on the Company's present accounting for stock-based compensation.

      In February 1997, the FASB issued SFAS No. 128, EARNINGS PER SHARE. The
      statement is effective for financial statements for periods ending after
      December 15, 1997, and changes the method by which earnings per share will
      be determined. Adoption of this statement by the Company is not expected
      to have a material impact on earnings per share.

                                        6


<PAGE>


2.    INVENTORIES
      Inventories are comprised of the following:     June 30,    September 30,
          Amounts in thousands                         1997           1996
                                                     ---------    -------------
      Parts                                          $157,083        $136,424
      Engines                                          20,337          21,393
      Work in process                                 176,007         144,116
      Inventories substantially applicable
         to long-term programs                         18,386          16,080
                                                     ---------       --------
         TOTAL                                       $371,813        $318,013
                                                     =========       ========


3.    EARNINGS PER SHARE
      Primary earnings per share are based on the weighted average number of
      common shares and common share equivalents outstanding. Common share
      equivalents include dilutive stock options and stock warrants using the
      treasury stock method.

      Fully diluted earnings per share assumes, in addition to the above, (a)
      that convertible debentures and debenture warrants were converted at the
      beginning of each period with earnings being increased for interest
      expense, net of taxes, that would not have been incurred had conversion
      taken place and (b) the additional dilutive effect of stock options.

4.    CAPITAL STOCK AND STOCKHOLDERS' EQUITY
      The Company is authorized to issue 25,000,000 shares of Class A common
      stock, $.01 par value; 25,000,000 shares of Class B non-voting common
      stock, $.01 par value; and 2,500,000 shares of preferred stock, $.01 par
      value.

      On October 2, 1996, Greenwich's Board of Directors authorized the
      redemption of all of the Company's outstanding 8% Convertible Subordinated
      Debentures, due 2000 (the "Debentures"). The redemption date was November
      25, 1996. The redemption price was 100% of the principal amount plus any
      unpaid interest accrued to that date. The Debentures are convertible into
      Class A Common Stock at a conversion price of $5.85 per share. Prior to
      the redemption, during the nine months ended June 30, 1997, a total of
      $2,515,000 of the Debentures were converted into 429,904 shares of Class A
      common stock.

      On November 25, 1996, Greenwich's Board of Directors elected to declare a
      $.012 per share cash dividend to shareholders of record as of January 10,
      1997. The cash dividend is payable on shares of both Class A and Class B
      Common Stock and was paid on January 30, 1997.

5.    OTHER STATEMENT OF CASH FLOWS INFORMATION
      During the nine months ended June 30, 1997, $2,515,000 of the Company's 8%
      Convertible Subordinated Debentures due 2000 were converted into 429,904
      shares of Common Stock. Unamortized deferred issue costs applicable to the
      Debentures converted of approximately $160,000 were charged to additional
      paid in capital. The unamortized deferred issue costs are determined at
      the date of conversion.

6.    RELATED PARTY TRANSACTIONS
      During the nine months ended June 30, 1997, the Company purchased engine
      parts totaling $19,000, from a company affiliated through common
      ownership, and performed engine repair services totaling 1,214,000 for
      this same affiliate. In addition, during the nine months ended June 30,
      1997, the Company also purchased engine parts totaling $41,000 from
      another company affiliated through common ownership.

      The terms of the above transactions are believed by the Company's
      management to have been on a market basis

                                        7


<PAGE>


      not materially different from those which would have prevailed in a
      transaction on an arms-length basis with an unrelated person.

      A director of the Company is a senior partner in a law firm which has
      received legal fees from the Company in connection with professional
      services provided to the Company.

7.    RECENT DEVELOPMENTS
      THE UNC ACQUISITION
      On February 13, 1997, Greenwich entered into an agreement and plan of
      reorganization with UNC Incorporated ("UNC") whereby Greenwich would (a)
      acquire all of the outstanding shares of UNC's common stock and common
      stock equivalents for a purchase price of between $14.00 and $16.10 per
      share to be paid in Greenwich Class B common stock and/or cash, and (b)
      merge UNC with and into a wholly-owned subsidiary of Greenwich. This
      proposed acquisition, which is subject to certain shareholder approvals
      and regulatory clearances, was estimated to have a value of between $310
      and $355 million, depending upon the trading price of Greenwich Class B
      common stock immediately prior to the closing of the acquisition. On March
      9, 1997, concurrently with the agreement described below, the UNC
      acquisition agreement was restructured as an all-cash transaction at
      $15.00 per share with a value of approximately $330 million.

      THE GE MERGER
      On March 9, 1997, Greenwich entered into an agreement and plan of merger
      with General Electric Company ("GE") whereby GE would (a) acquire all of
      the outstanding shares of Greenwich's common stock and common stock
      equivalents for a purchase price of $31.00 per share to be paid in GE
      common stock and/or cash, and (b) merge Greenwich with and into a
      wholly-owned subsidiary of GE. This proposed merger, which is also subject
      to certain shareholder approvals and regulatory clearances, is estimated
      to have a value of approximately $530 million.

      The Company announced on April 28, 1997 that the Antitrust Division of the
      Department of Justice had requested additional information relating to (a)
      the proposed acquisition of Greenwich by General Electric Company ("GE"),
      and (b) the proposed acquisition of UNC Incorporated ("UNC") by Greenwich
      (or by GE, if the GE acquisition of Greenwich has been completed). On July
      1, 1997, the Company submitted its response to this request from the
      Department of Justice. On August 11, 1997, the Federal Trade Commission
      announced that the Department of Justice had approved the acquisition of
      UNC by either Greenwich or GE.

      In May, 1997, the Company was advised that Southwest Airlines Company had
      signed a letter of intent to enter into a long-term agreement with General
      Electric Engine Services, Inc. for the repair and overhaul of its CFM56
      and JT8D engines, commencing in the second half of calendar 1997.
      Greenwich had been servicing a portion of those engines under an agreement
      with Southwest which expired at the end of 1996, and which had been
      renewed on an interim basis pending the results of competitive bidding for
      a new long-term agreement. In fiscal 1996, Southwest Airlines was one of
      the Company's five largest customers, but accounted for less than 5% of
      the Company's revenues. The Company does not believe that the loss of the
      Southwest contracts will have a material adverse effect on the Company's
      operations.

                                        8


<PAGE>


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

           FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996

Net sales for the third quarter of fiscal 1997 increased 121.2% to a record
$220.4 million from third quarter 1996 sales of $99.6 million. The increase in
net sales was primarily attributable to the inclusion of a full quarter of the
operations of the commercial engine services operations in Texas and Scotland
acquired from Aviall, Inc. on June 10, 1996, versus less than one month of
operations in the third quarter of fiscal 1996. Also as a result of the Aviall
acquisition, revenues from both commercial aviation engine services and
government programs work were higher in the third quarter of fiscal 1997 than in
the third quarter of fiscal 1996. Revenues from aeroderivative engine services,
which includes power station installations, were lower for the third quarter of
1997 when compared to the third quarter of fiscal 1996, however these revenues
were not affected by the acquisition.

Gross profit for the third quarter of fiscal 1997 increased to $26.3 million, or
11.9% of net sales, from $12.7 million, or 12.7% of net sales, for the same
period last year, primarily as a result of the increase in net sales for the
period. The decline in gross profit as a percentage of sales is primarily the
result of work performed under certain long-term contracts assumed from Aviall
that have not been generating margins as high as the Company's pre-acquisition
operations, as well as a shift in product mix. Gross profit margins for the
former Aviall operations in Texas and Scotland have been, and are expected to
continue improving as the Company completes its integration plan, which is
engineered to increase productivity, reduce turnaround times and eliminate
duplicative expenses.

Selling, general and administrative expenses for the third quarter of fiscal
1997 increased to $9.7 million, or 4.4% of net sales, from $5.4 million, or 5.4%
of net sales for the third quarter of fiscal 1996. The reduction in selling,
general, and administrative expense as a percentage of net sales is primarily
attributed to savings realized from the elimination of duplicative expenses as a
result of the integration plan.

Interest expense for the third quarter of fiscal 1997 increased to $8.1 million,
or 3.7% of net sales, from $2.8 million, or 2.8% of net sales for the third
quarter of fiscal 1996, primarily due to the increase in outstanding borrowings
under the Company's revolving credit facility (the "Credit Facility") and the
issuance of the Senior Notes.

Other non-operating expenses for the third quarter decreased to ($0.7) million
as a result of foreign currency translation adjustments related to the Company's
holdings in Scotland.

As a result of the above factors, net income increased 104.9% to $5.6 million,
or 2.5% of net sales for the third quarter of fiscal 1997, from $2.7 million, or
2.7% of net sales for the third quarter of fiscal 1996. Third quarter fiscal
1997 primary earnings per share increased to $0.33, as compared to $0.20 for the
third quarter of fiscal 1996; and fully diluted earnings per share increased to
$0.33 per share versus $0.19 per share for the third quarter of fiscal 1996. The
number of primary and fully diluted shares outstanding in the third quarter of
fiscal 1997 increased by 22.6% and 18.3%, respectively, as compared to the third
quarter of fiscal 1996.

                                        9


<PAGE>


NINE MONTHS ENDED JUNE 30, 1997 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1996

Net sales increased $390.8 million or 179.1% to a record $609.0 million in the
first nine months of fiscal 1997 from $218.2 million in the first nine months of
fiscal 1996. The increase in net sales was primarily attributable to the
inclusion of the operations of the commercial engine services operations in
Texas and Scotland acquired from Aviall, Inc., as well as internal growth.
Principally as a result of that acquisition, revenues from both commercial
aviation engine services and government programs work were higher in the first
nine months of fiscal 1997 than in the first nine months of fiscal 1996.
Revenues from aeroderivative engine services, which includes power station
installations, were also higher for the first nine months of 1997 when compared
to the first nine months of fiscal 1996, although these revenues were not
affected by the acquisition.

Gross profit for the first nine months of fiscal 1997 increased to $75.4
million, or 12.4% of net sales, from $31.4 million or 14.4% of net sales for the
first nine months of fiscal 1996, primarily as a result of the increase in net
sales for the period. The decline in gross profit as a percentage of sales is
primarily the result of work performed under certain long-term contracts assumed
from Aviall that have not been generating margins as high as the Company's
pre-acquisition operations, as well as a shift in product mix. Gross profit
margins for the former Aviall operations in Texas and Scotland have been, and
are expected to continue improving as the Company completes its integration
plan, which is engineered to increase productivity, reduce turnaround times and
eliminate duplicative expenses.

Selling, general and administrative expenses for the first nine months of fiscal
1997 increased to $26.3 million, or 4.3% of net sales, from $13.2 million, or
6.0% of net sales for the first nine months of fiscal 1996. The reduction in
selling, general, and administrative expense as a percentage of net sales is
primarily attributed to savings realized from the elimination of duplicative
expenses as a result of the integration plan.

Interest expense for the first nine months of fiscal 1997 increased to $22.4
million, or 3.7% of net sales, from $6.4 million or 2.9% of net sales for the
first nine months of fiscal 1996, primarily due to the increase in outstanding
borrowings under the Credit Facility and the issuance of the Senior Notes.
Partially offsetting this increase in long term debt was the conversion into
stock of all of the Convertible Subordinated Debentures outstanding in the first
nine months of fiscal 1996.

As a result of the above factors, net income increased to a record $16.7
million, or 2.7% of net sales for the first nine months of 1997, from $7.1
million, or 3.3% of net sales for the first nine months of 1996. Fully diluted
earnings per share increased more than 81.5% to $0.98 per share for the first
nine months of 1997 from $0.54 per share for the same period in 1996.

FINANCIAL POSITION

Total assets at June 30, 1997 were $716.7 million, a $91.7 million net increase
from the September 30, 1996 total of $625.1 million. The major components of
this net increase were (a) a $53.8 million increase in inventories and (b) a
$29.1 million increase in accounts receivable balances. The increase in
inventory levels was primarily due to a $34.2 million increase in work in
process and a $19.6 million increase in parts inventory as a result of a greater
number of JT8D and CF6 engines in work. The increase in accounts receivable was
primarily attributable to the higher level of sales in the quarter.

Total liabilities at June 30, 1997 were $558.3 million, a $72.3 million net
increase from the September 30, 1996 total of $486.0 million. The major
components of this net increase were (a) a $78 million increase in


                                       10


<PAGE>


borrowings under the Credit Facility and (b) an $8.4 million increase in
customer deposits and deferred revenue. Partially offsetting these increases
were (a) a net $8.9 million reduction in combined accrued expenses and other
long-term liabilities; (b) a $2.5 million reduction in the outstanding balance
of the Company's Debentures, resulting from the conversion of these debentures
into approximately 430,000 shares of the Company's Class A common stock; and (c)
a $1.8 million reduction in deferred income taxes.

Total stockholders' equity at June 30, 1997 was $158.4 million, a $19.4 million
increase from the September 30, 1996 total of $139.0 million. This increase was
primarily due to net income for the nine months of $16.7 million, along with the
conversion of $2.5 million of the Company's Debentures into Class A common stock
since September 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

Since the consummation of the Aviall Acquisition, the Company's primary sources
of liquidity have been cash flow from operations and borrowings under the Credit
Facility. In addition, other sources of liquidity have been advance payments for
power station installations and other customer progress payments. Since
September 30, 1996, the Company has borrowed approximately $78.0 million
additional under the Credit Facility in order to support work in process
inventories, purchase additional parts inventory and aircraft engines required
to service certain customers under new and existing contracts, and to fund
expenditures related to the growth in the Company's business. Working capital
was $329.0 million at June 30, 1997, as compared with $273.6 million at
September 30, 1996. As of June 30, 1997 there was approximately $137.2 million
outstanding under the Credit Facility, and the Company may be required to borrow
additional amounts under the Credit Facility in the near future in order to fund
current asset increases in support of business growth, fund further integration
expenses, and satisfy interest payment and debt service obligations under the
Senior Notes and other long term debt agreements.

Based upon current levels of operations, the Company believes that its cash flow
from operations, combined with borrowings available under the Credit Facility,
will be sufficient to enable the Company to meet its normal cash operating
requirements, including scheduled interest and principal payments. However, if
the Company's operations continue to expand in the future as they have in the
first nine months of fiscal 1997, an increase in the maximum borrowing capacity
under the Credit Facility will be required for capital expenditures and working
capital requirements.

If the proposed merger with GE is not completed, the Company intends to proceed
with the proposed acquisition of UNC under the terms and conditions of the
original merger agreement with UNC. The Company will seek to finance the UNC
acquisition through the issuance of shares of Class B common stock in exchange
for UNC shares and through public offerings of additional stock and/or debt, as
well as senior bank financing. There can be no assurance that such financings or
the UNC acquisition will be consummated on terms attractive to the Company, if
at all.

                                       11


<PAGE>


                           PART II. OTHER INFORMATION

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

On August 11, 1997, the Company conducted a special meeting of shareholders. As
of the record date of June 16, 1997, there were 7,012,448 shares of Class A
Common Stock eligible to vote. Of these shares, 5,589,787 (79.71%) were
represented either in person or by proxy at this meeting. One matter was
submitted to a vote at the meeting with the following result:

(a)   ADOPTION OF AGREEMENT AND PLAN OF MERGER - The Agreement and Plan of
      Merger dated March 9, 1997, among the Company, General Electric Company
      and GB Merger Corp., a wholly owned subsidiary of GE, was approved and
      adopted by an affirmative shareholder vote of 5,575,620 shares, or 79.51%
      of all eligible shares. In addition, 12,924 shares (0.18%) were voted
      "against" approval; 1,243 shares (0.02%) "abstained"; 0 shares (0.00%)
      were represented as "non-votes"; and 1,422,661 shares (20.29%) were not
      represented at the meeting.

ITEM 5. OTHER INFORMATION

The Company announced on April 28, 1997 that the Antitrust Division of the
Department of Justice had requested additional information relating to (a) the
proposed acquisition of Greenwich by General Electric Company ("GE"), and (b)
the proposed acquisition of UNC Incorporated ("UNC") by Greenwich (or GE, if the
GE acquisition of Greenwich has been completed). On July 1, 1997, the Company
submitted its response to this request from the Department of Justice. On August
11, 1997, the Federal Trade Commission announced that the Department of Justice
had approved the acquisition of UNC by either Greenwich or GE.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit 11 - Computation of Earnings per Share.

(b)   Exhibit 27 - Financial Data Schedule.


                                       12


<PAGE>


                                   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.



                          GREENWICH AIR SERVICES, INC.
                          ----------------------------
                                  (Registrant)



AUGUST 14, 1997                                       /s/ ROBERT J. VANARIA
---------------                                       ---------------------
    (Date)                                            Robert J. Vanaria
                                                      Senior Vice President
                                                      of Administration and
                                                      Chief Financial Officer


                                       13

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT                                                               PAGE
-------                                                               ----

11        Computation of Earnings per Share.

27        Financial Data Schedule (for Electronic Filing only).