SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A


                               AMENDMENT NO. 1 TO
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 2000

                        Commission file number:  0-18352


                    INTERNATIONAL AIRLINE SUPPORT GROUP, INC.

             (Exact name of Registrant as specified in its charter)

                          Delaware          59-2223025
                          --------          ----------
       (State or Other Jurisdiction of
       Incorporation or Organization)  (I.R.S. Employer Identification No.)
      ------------------------------   ------------------------------------

                 1954 Airport Road, Suite 200,
                      Atlanta, Georgia                        30341
          (Address of Principal Executive Offices)          (Zip Code)
          ----------------------------------------          ----------

                                    (770) 455-7575
                      -----------------------------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

        Title of class          Name of each exchange on which registered
         Common Stock, $.001 par value          American Stock Exchange
         -----------------------------          -----------------------

        Securities registered pursuant to Section 12(g) of the Act:  None


<PAGE>

The  undersigned  Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year  ending  May  31,  2000  as  set  forth  below:

Part  II,  Item  8
Financial  Statements

The  following  financial statements of Air 41 LLC, a Delaware limited liability
company  in  which  the  Company  owns an equity interest, are filed pursuant to
Regulation  S-X,  Rule  3-09:

Report  of  independent  certified  public  accountants
Balance  sheets  as  of  May  31,  2000  and  1999;
Statements  of  earnings  for  the  years  ended  May  31,  2000  and  1999;
Statement of members' capital for the year ended May 31, 2000 and for the period
from  September  19,     1998  through  May  31,  1999;
Notes  to  financial  statements.


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  amendment to be signed on its behalf by the
undersigned  thereunto  duly  authorized.


     International  Airline  Support  Group,  Inc.,
     a  Delaware  corporation


By:  /s/  James  M.  Isaacson
   --------------------------
      James  M.  Isaacson
      Chief  Accounting  Officer

Date:  May  31,  2001



     FINANCIAL  STATEMENTS  AND
     REPORT  OF  INDEPENDENT  CERTIFIED
     PUBLIC  ACCOUNTANTS

     AIR  41  LLC

     MAY  31,  2000  AND  1999


<PAGE>



                                 C O N T E N T S



                                                           Page

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS     1


FINANCIAL  STATEMENTS

     BALANCE  SHEETS                                        2

     STATEMENTS  OF  EARNINGS                               3

     STATEMENT  OF  MEMBERS'  CAPITAL                       4

     STATEMENTS  OF  CASH  FLOWS                            5

     NOTES  TO  FINANCIAL  STATEMENTS                6  -  10






<PAGE>



                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS



Board  of  Directors
AIR  41  LLC

We have audited the accompanying balance sheets of AIR 41 LLC (the "Company") as
of  May  31,  2000  and  1999,  and the related statements of earnings, members'
capital  and  cash  flows  for  the  year ended May 31, 2000 and the period from
September  19,  1998  (date of inception) through May 31, 1999.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of AIR 41 LLC as of May 31, 2000
and 1999 and the results of its operations and its cash flows for the year ended
May  31, 2000 and the period from September 19, 1998 (date of inception) through
May 31, 1999, in conformity with accounting principles generally accepted in the
United  States  of  America.




Miami,  Florida
July  21,  2000


                                      F-1
<PAGE>

                                   AIR 41 LLC

                                 BALANCE SHEETS

                                     MAY 31,



                                     ASSETS

<TABLE>
<CAPTION>
                                                          2000                 1999
                                                      -----------          -----------
<S>                                               <C>                 <C>
Aircraft, net                                    $     71,573,610     $     76,458,333
Deferred  debt  costs,  net  of  accumulated
  amortization  of  $225,848  and  $83,431  as
  of  May  31,  2000  and  1999,  respectively            222,739              303,782
                                                          -------              -------

                    Total  assets                $     71,796,349     $     76,762,115
                                                 =     ==========     =     ==========


                        LIABILITIES AND MEMBERS' CAPITAL

Current  liabilities
     Accounts  payable  and accrued expenses     $        262,955     $       283,670
     Deferred  revenue                                    600,000             600,000
     Current  portion  of  long-term debt              22,234,761           7,846,929
                                                       ----------           ---------

                    Total  current  liabilities        23,097,716           8,730,599

Long-term  debt,  net of current portion               40,978,361          63,284,372

Commitment  and  contingencies                             -                   -

Members'  capital                                       3,353,327           3,174,426
Retained  earnings                                      4,366,945           1,572,718
                                                        ---------           ---------

                    Total members' capital              7,720,272           4,747,144
                                                        ---------           ---------

                    Total  liabilities and
                       members' capital          $     71,796,349    $     76,762,115
                                                 =     ==========    =     ==========
</TABLE>


The  accompanying  notes  are  an  integral  part  of  these  statements.

                                        F-2
<PAGE>


                                   AIR 41 LLC
                             STATEMENTS OF EARNINGS

                           YEAR ENDED MAY 31, 2000 AND
           FOR THE PERIOD FROM SEPTEMBER 19, 1998 (DATE OF INCEPTION)
                              THROUGH MAY 31, 1999



<TABLE>
<CAPTION>
                                                      2000                 1999
                                                  -----------          -----------
<S>                                           <C>                  <C>
Rental  revenue                              $     14,475,000     $     10,200,000

Expenses
     Interest  expense                              5,770,912            4,522,184
     Depreciation and amortization expense          5,189,861            3,625,098
                                                    ---------            ---------
                                                   10,960,773            8,147,282
                                                   ----------            ---------

                    Net  earnings             $     3,514,227      $     2,052,718
                                              =     =========      =     =========
</TABLE>


The  accompanying  notes  are  an  integral  part  of  these  statements.

                                    F-3
<PAGE>
                                   AIR 41 LLC

                          STATEMENT OF MEMBERS' CAPITAL

                           YEAR ENDED MAY 31, 2000 AND
           FOR THE PERIOD FROM SEPTEMBER 19, 1998 (DATE OF INCEPTION)
                              THROUGH MAY 31, 1999


<TABLE>
<CAPTION>
                                            Members'            Retained
                                            Capital             Earnings                Total
                                          -----------          -----------          -----------
<S>                                     <C>                    <C>                  <C>
Balance  at  September  19,  1998
  (date  of  inception)                   $     -              $     -          $         -

Capital  contributions                      3,174,426                -                3,174,426

Net  earnings                                   -                2,052,718            2,052,718

Distributions                                   -                 (480,000)            (480,000)
                                            ---------             --------             --------
Balance at May 31, 1999                     3,174,426            1,572,718            4,747,144

Capital  contributions                        178,901                -                  178,901

Net  earnings                                    -               3,514,227            3,514,227

Distributions                                    -                (720,000)            (720,000)
                                             ---------            --------             --------

Balance  at  May  31,  2000               $  3,353,327         $ 4,366,945     $      7,720,272
                                            ==========          ==========         ============

</TABLE>

The  accompanying  notes  are  an  integral  part  of  this  statement.

                                             F-4
<PAGE>

                                   AIR 41 LLC

                            STATEMENTS OF CASH FLOWS

                           YEAR ENDED MAY 31, 2000 AND
           FOR THE PERIOD FROM SEPTEMBER 19, 1998 (DATE OF INCEPTION)
                              THROUGH MAY 31, 1999

<TABLE>
<CAPTION>
                                                                2000                 1999
                                                            -----------          -----------
<S>                                                       <C>                 <C>
Net  cash  flows  from  operating  activities:
     Net  earnings                                      $     3,514,227      $     2,052,718
     Adjustments  to  reconcile  net  earnings
      to  cash provided  by  operating  activities:
          Depreciation  and  amortization                     5,189,861            3,625,098
          Changes  in  assets  and  liabilities:
            Increase  (decrease)  in  liabilities:
               Accounts  payable  and  accrued  expenses        (20,715)             283,670
               Deferred  revenue                                   -                 600,000
                                                              ----------             -------
               Net cash provided by operating activities       8,683,373           6,561,486

Cash  flows  from  investing  activities:
     Purchase  of  aircraft                                        -             (80,000,000)
     Additions  to  aircraft                                    (162,721)             -
                                                              -----------         ----------
               Net  cash  used  in  investing activities        (162,721)        (80,000,000)

Cash  flows  from  financing  activities:
     Principal  payments  on  long-term  debt                 (7,918,179)         (4,868,699)
     Proceeds  from  long-term  debt                              -               76,000,000
     Capital  contributions                                      178,901           3,174,426
     Distributions                                              (720,000)           (480,000)
     Payment  of  debt  costs                                    (61,374)           (387,213)
                                                                 -------            --------
               Net  cash  (used  in)  provided
                  by  financing activities                    (8,520,652)         73,438,514
                                                              ----------          ----------

Net  change  in  cash  and  cash  equivalents                     -                    -

Cash  and  cash  equivalents  at  beginning  of  period           -                    -
                                                              ----------          ----------

Cash  and  cash  equivalents  at  end  of  period           $     -            $       -
                                                              ==========          ==========

Supplemental  disclosure  of  cash  flow  information:
     Cash  paid  during  the  year  for:
          Interest                                          $  5,813,845       $   3,995,524
                                                            ============       =============
          Taxes                                             $     -            $      -
                                                            ============       =============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.

                                         F-5
<PAGE>
                                   AIR 41 LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           YEAR ENDED MAY 31, 2000 AND
           FOR THE PERIOD FROM SEPTEMBER 19, 1998 (DATE OF INCEPTION)
                              THROUGH MAY 31, 1999


                                   AIR 41 LLC

                          NOTES TO FINANCIAL STATEMENTS

                           YEAR ENDED MAY 31, 2000 AND
           FOR THE PERIOD FROM SEPTEMBER 19, 1998 (DATE OF INCEPTION)
                              THROUGH MAY 31, 1999


NOTE  A  -  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation
     -----------------------

     The  statements include the accounts of AIR 41 LLC (the "Company") which is
equally  owned by International Airline Support Group ("IASG") and Aircorp, Inc.

     Nature  of  Operations
     ----------------------

    The  Company  is  the owner and lessor of twenty McDonnell Douglas aircraft.
The  aircraft  are  leased  primarily to Scandinavian Airline Systems ("SAS"), a
company  based  in  Sweden.

     Cash  Flow
     ----------

     All monthly rental income from operations is paid directly to the Company's
lender.  The  lender  applies the portion of the rental income to the respective
monthly  principal  and  interest  due  on  the Company's debt and the remaining
portion  is  distributed  back  to the members of the Company.  Accordingly, the
Company  does  not  retain  any  cash.

     Aircraft  and  Depreciation

     The  aircraft  is  recorded  at  cost  less  accumulated  depreciation.
Depreciation  is  computed  using  the  straight-line  method  over an estimated
economic  life  of  twelve years with an estimated salvage value equal to 25% of
the  original  asset  cost.  Major improvements to aircraft are capitalized when
incurred  and  depreciated over the useful life of the improvement.  The Company
evaluates  the  carrying  value of the aircraft based upon changes in market and
other  physical and economic conditions and will record write-downs to recognize
a  loss  in  the  value  of the aircraft when management believes that, based on
expected  future  cash flows, the recoverability of the Company's investment has
been  impaired.

     Operating  Leases

     The  aircraft  leases  are  accounted  for  as operating leases and have an
average  original  term  of  39  months.  Lease revenues are recognized in equal
installments  over  the  terms  of  the  related  leases.



                                                                     (continued)

                               F-6
<PAGE>
NOTE  A  -  SIGNIFICANT  ACCOUNTING  POLICIES  -  Continued

     Operating  Leases  -  Continued

     Currently, the Company has no further commitment related to the disposition
of  these  aircraft upon the termination of the leases, although, the Company is
actively  marketing  these  aircraft.  A future impairment in the value of these
aircraft and/or the inability of the Company to sell or re-lease these aircraft,
after  they  come  off  lease,  could  have a significant negative impact on the
Company's  operations.

     Deferred  Debt  Costs
     ---------------------

     Deferred  debt  costs  represent  costs  incurred  related to the loan with
Finova  Capital  Corporation.  These  costs  are  amortized  using the effective
interest  rate  method.

     Income  Taxes
     -------------

     Income  taxes on earnings are payable personally by the members pursuant to
an  election  under  section 701 of the Internal Revenue Code and the Company is
not  taxed as a Corporation. Accordingly, no provision has been made for federal
income  taxes  in  these  financial  statements.

     Revenue  Recognition
     --------------------

     Rental  income is recognized on a straight-line basis over the term of each
lease  and  when  collection  is  reasonably  assured.

     Deferred  Revenue
     -----------------

     Lease  revenues  received  in advance, but not yet earned, are deferred and
recognized  as  rental  revenue  when  earned.

     Use  of  Estimates

     In  preparing financial statements in conformity with accounting principles
generally  accepted  in  the United States of America, management is required to
make  estimates  and  assumptions that effect the reported amounts of assets and
liabilities  at  the  date  of the financial statements and revenue and expenses
during  the reporting period.  Actual results could differ from those estimates.



                                    F-7
<PAGE>
NOTE  B  -  AIRCRAFT

     Net  Investment  in  Aircraft
     -----------------------------

     The  Company's  net  investment  in aircraft as of May 31, consisted of the
following:

                                                2000                  1999
                                           ------------          ------------
     Aircraft  on  operating
            leases,  at  cost        $     80,115,277     $       80,000,000
     Less:  Accumulated  depreciation      (8,541,667)            (3,541,667)
                                           -----------            ----------

                   Aircraft,  net    $     71,573,610     $       76,458,333
                                     =     ==========     =       ==========

NOTE  C  -  FUTURE  MINIMUM  RENTAL  INCOME

     The  following  is a schedule by year of future minimum rental income under
the  leases  as  of  May  31,  2000:

        Year          Amount
     -------     -----------

     2001     $     12,840,000
     2002            7,800,000
     2003              600,000
                       -------
     Total    $     21,240,000
              =     ==========

     In  September  1998,  the  Company  entered  into  a  lease  agreement with
Scandinavian  Airline  Systems ("SAS") to lease twenty McDonnell Douglas DC-9-41
aircraft.  The  monthly  lease payments are $60,000 per aircraft and the average
original  lease  term  was  39  months.  The  operational responsibility for the
aircraft  rests  with the lessee, and at its cost must maintain, service, repair
and  overhaul  the  aircraft so as to keep the aircraft in good repair condition
and  appearance and airworthy in all respects and to the same standard as lessee
maintains,  services,  repairs and overhauls other commercial jet aircraft which
it  owns or leases.  However, the Company is responsible for the cost related to
any  Airworthiness  Directives  over  a  certain amount, as defined in the Lease
Agreement.

     Title  to the aircraft remains with the lessor throughout the lease period,
however,  the  lessee  is  responsible  for  the  insurance  on  the  aircraft.

     IASG  and  Aircorp,  Inc.  collectively  have  guaranteed  the  Company's
obligation  as  the  lessor  of  the  aircraft.

                                  F-8

<PAGE>
NOTE  D  -  DEBT

     Long-term  obligations  at  May  31,  consisted  of  the  following:

                                                 2000                  1999
                                            ------------          ------------

Note  payable                           $     63,213,122     $     71,131,301
Less:  Current  maturities                    22,234,761            7,846,929
                                              ----------            ---------
                                        $     40,978,361     $     63,284,372
                                        =     ==========     =     ==========

     In  September  1998,  the Company entered into a loan agreement with Finova
Capital  Corporation  in  the amount of $76 million.  The annual interest on the
loan  is fixed at 8.63% and the loan is collateralized by the twenty aircraft as
well  as the interest in the SAS leases (see Note B).  During the original terms
of  the  leases,  the Company is required to repay principal and interest on the
debt  based on 95% of the rental income received from the lease of the aircraft.
Once  an  aircraft lease expires, the remaining principal on the aircraft is due
to  Finova  Capital  Corporation.  If  the  aircraft is re-leased, the repayment
terms  of  the debt on the aircraft is modified in accordance with the new lease
terms.  If  the aircraft is sold, the remaining principal due on the aircraft is
repaid  in  full with the proceeds from the aircraft sale.  In fiscal 2001, nine
aircraft are due to come off lease.  Accordingly, the remaining principal due on
these  nine aircraft as of May 31, 2000 is classified as part of current portion
of  long-term  debt on the accompanying May 31, 2000 Balance Sheet.    This loan
represents  non-recourse  debt  to  IASG  and  Aircorp,  Inc.

     The  following is a schedule of the future principal payments as of May 31,
2000:

     2001     $     22,234,761
     2002           27,425,604
     2003           13,552,757
                   ----------

              $     63,213,122
              =     ==========


                              F-9
<PAGE>
NOTE  E  -  RELATED  PARTY  TRANSACTIONS

     Funding  of  Expenses
     ---------------------

     The  members  pay  all  expenses  on behalf of the Company, which represent
primarily  aircraft maintenance and improvements.  The payment of these expenses
is  accounted  for  by  the  Company  as  capital  contributions.

     Allocation  of  Expenses
     ------------------------

     Certain  management  and accounting expenses of the Company are absorbed by
IASG  and  have not been allocated to the Company.  These expenses are deemed to
be  insignificant.

     Aircraft  Lease
     ---------------

     In  fiscal  2000,  the  Company  leased  one  of  its aircraft to an entity
controlled by the owner of Aircorp, Inc., a member of the Company.  Total rental
income  from  this  related  party  was $75,000 for the year ended May 31, 2000.

NOTE  F  -  SUBSEQUENT  EVENT

     Subsequent  to May 31, 2000, two additional aircraft came off of lease from
SAS.  One  of  these  aircraft  has  been leased to an unrelated party at a more
favorable  lease  rate,  and  the Company is currently searching for a potential
lessee  for  the  other  aircraft.

                                F-10
<PAGE>