SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                              -----------------
    
                                  FORM 8-K 
  
           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934 
  
                              -----------------
  
                             FEBRUARY 15, 1999 
              Date of Report (Date of Earliest Event Reported) 
  
  
                         HUDSON GENERAL CORPORATION 
            (Exact name of Registrant as specified in its charter) 
  
  
            DELAWARE                      1-5896           13-1947395 
   (State or Other Jurisdiction of     (Commission        (IRS Employer 
   Incorporation or Organization)      File Number)     Identification No.) 
  
  
   111 GREAT NECK ROAD, GREAT NECK, NEW YORK                  11021 
   (Address of Principal Executive Office)                  (Zip Code) 
  
  
                               (516) 487-8610 
            (Registrant's telephone number, including area code) 
  
  
                                NOT APPLICABLE 
       (Former Name or Former Address, if Changed Since Last Report) 
  

  
 ITEM 5.  OTHER EVENTS. 
  
           On February 15, 1999, Hudson General Corporation, a Delaware
 corporation ("Hudson General"), entered into an Agreement and Plan of
 Merger, dated as of February 15, 1999 (the "Merger Agreement"), between
 Hudson General and GLGR Acquisition Corp. ("Acquisition"), a Delaware
 Corporation and a wholly-owned subsidiary of GlobeGround GmbH
 ("GlobeGround").  GlobeGround is a wholly-owned subsidiary of Deutsche
 Lufthansa AG, a German corporation.  The Merger Agreement provides, among
 other things, that Acquisition will commence promptly a tender offer (the
 "Tender Offer") for all of Hudson General's outstanding shares of common
 stock, par value $1.00 per share (the "Common Stock"), at a price of $76.00
 per share in cash.  The Tender Offer will be followed as soon as possible
 by a second-step merger pursuant to which Acquisition would merge with and
 into Hudson General (the "Merger"), with Hudson General as the surviving
 corporation.  Each share of Common Stock not acquired in the Tender Offer
 will be converted into the right to receive $76.00 per share in cash in the
 Merger.  
  
           Consummation of the Tender Offer is subject to satisfaction by
 the parties of certain  conditions, including (a) the approval of the
 Merger Agreement by Deutsche Lufthansa's Supervisory Board not later than
 March 15, 1999, (b) the valid tender of a majority of Hudson General's
 outstanding shares of Common Stock on a fully diluted basis, (c) the
 expiration or termination of certain regulatory approvals, and (d) other
 customary closing conditions.  The transactions provided for in the Merger
 Agreement have been approved by Deutsche Lufthansa's Executive Board, and
 Deutsche Lufthansa's Supervisory Board is currently scheduled to meet on
 March 10, 1999. 
  
           The Merger Agreement also provides that GlobeGround will receive
 a termination fee of $2.625 million and the reimbursement of expenses up to
 a maximum of $875,000 if the Merger Agreement is terminated under certain
 circumstances prior to approval by Deutsche Lufthansa's Supervisory Board. 
 The termination fee and maximum expense reimbursement amount will increase
 to $3.5 million and $1.75 million, respectively, following approval by
 Deutsche Lufthansa'a Supervisory Board.  The Merger Agreement also provides
 that in the event of any superior third party offers for Hudson General,
 Acquisition will have an opportunity to match or exceed such competing bids
 before Hudson General may terminate the Merger Agreement. 
  
           The Merger Agreement has been approved by the Board of Directors
 of Hudson General based upon the unanimous recommendation of a Special
 Committee of the Board of Directors consisting of three directors who are
 not employed by or affiliated with Hudson General (except in their
 capacities as directors). 
  
           The foregoing description of the Merger Agreement does not
 purport to be complete and is qualified in its entirety by reference to the
 Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is
 hereby incorporated by reference in its entirety. 
  
           On February 15, 1999, Hudson General also entered into a Waiver
 Agreement (the "Waiver Agreement") with River Acquisition Corp. ("River
 Acquisition"), pursuant to which River Acquisition has waived, until March
 17, 1999, its right to terminate the Agreement and Plan of Merger, dated as
 of November 22, 1998, as amended, between Hudson General and River
 Acquisition (the "River Merger Agreement"), by reason of Hudson General
 entering into the Merger Agreement with Acquisition.  The River Merger
 Agreement remains in effect at the present time. 
  
           The foregoing description of the Waiver Agreement does not
 purport to be complete and is qualified in its entirety by reference to the
 Waiver Agreement, a copy of which is filed herewith as Exhibit 2.2 and is
 hereby incorporated by reference in its entirety. 
  
           On February 16, 1999, Hudson General issued a press release
 announcing the execution of the Merger Agreement and the Waiver Agreement. 
 The press release is filed herewith as Exhibit 99.1 and is hereby
 incorporated by reference in its entirety. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 
  
 Exhibit 
    No.         Description 
 -------        -----------
   2.1          Agreement and Plan of Merger, dated as of February 15, 1999,
                between Hudson General Corporation and GLGR Acquisition
                Corp. 
  
   2.2          Waiver Agreement, dated February 15, 1999, between Hudson
                General Corporation and River Acquisition Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 16, 1999.




                                 SIGNATURE 
  
  
           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 hereunto duly authorized. 
  
   
                                   HUDSON GENERAL CORPORATION 
  
  
                                   By: /s/ Michael Rubin 
                                       _____________________________
                                       Name:   Michael Rubin 
                                       Title:  President 
                                
  
  
 Date:  February 16, 1999





                      HUDSON GENERAL CORPORATION 
                      CURRENT REPORT ON FORM 8-K 
                    REPORT DATED FEBRUARY 15, 1999 
  
  
                             EXHIBIT INDEX 
  
 EXHIBIT 
    NO.         DESCRIPTION 
 -------        -----------

   2.1          Agreement and Plan of Merger, dated as of February 15, 1999,
                between Hudson General Corporation and GLGR Acquisition
                Corp. 
  
   2.2          Waiver Agreement, dated February 15, 1999, between Hudson
                General Corporation and River Acquisition Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 16, 1999.
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{"company-data": {"conformed-name": "HUDSON GENERAL CORP", "cik": "0000048948", "assigned-sic": "4581", "irs-number": "131947395", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05896", "film-number": "99542724"}, "business-address": {"street1": "111 GREAT NECK RD", "city": "GREAT NECK", "state": "NY", "zip": "11021", "phone": "5164878610"}, "mail-address": {"street1": "P O BOX 355", "city": "GREAT NECK", "state": "NY", "zip": "11022"}, "former-company": {"former-conformed-name": "HUDSON LEASING CORP", "date-changed": "19711207"}}
SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
                              -----------------
    
                                  FORM 8-K 
  
           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934 
  
                              -----------------
  
                             FEBRUARY 15, 1999 
              Date of Report (Date of Earliest Event Reported) 
  
  
                         HUDSON GENERAL CORPORATION 
            (Exact name of Registrant as specified in its charter) 
  
  
            DELAWARE                      1-5896           13-1947395 
   (State or Other Jurisdiction of     (Commission        (IRS Employer 
   Incorporation or Organization)      File Number)     Identification No.) 
  
  
   111 GREAT NECK ROAD, GREAT NECK, NEW YORK                  11021 
   (Address of Principal Executive Office)                  (Zip Code) 
  
  
                               (516) 487-8610 
            (Registrant's telephone number, including area code) 
  
  
                                NOT APPLICABLE 
       (Former Name or Former Address, if Changed Since Last Report) 
  

  
 ITEM 5.  OTHER EVENTS. 
  
           On February 15, 1999, Hudson General Corporation, a Delaware
 corporation ("Hudson General"), entered into an Agreement and Plan of
 Merger, dated as of February 15, 1999 (the "Merger Agreement"), between
 Hudson General and GLGR Acquisition Corp. ("Acquisition"), a Delaware
 Corporation and a wholly-owned subsidiary of GlobeGround GmbH
 ("GlobeGround").  GlobeGround is a wholly-owned subsidiary of Deutsche
 Lufthansa AG, a German corporation.  The Merger Agreement provides, among
 other things, that Acquisition will commence promptly a tender offer (the
 "Tender Offer") for all of Hudson General's outstanding shares of common
 stock, par value $1.00 per share (the "Common Stock"), at a price of $76.00
 per share in cash.  The Tender Offer will be followed as soon as possible
 by a second-step merger pursuant to which Acquisition would merge with and
 into Hudson General (the "Merger"), with Hudson General as the surviving
 corporation.  Each share of Common Stock not acquired in the Tender Offer
 will be converted into the right to receive $76.00 per share in cash in the
 Merger.  
  
           Consummation of the Tender Offer is subject to satisfaction by
 the parties of certain  conditions, including (a) the approval of the
 Merger Agreement by Deutsche Lufthansa's Supervisory Board not later than
 March 15, 1999, (b) the valid tender of a majority of Hudson General's
 outstanding shares of Common Stock on a fully diluted basis, (c) the
 expiration or termination of certain regulatory approvals, and (d) other
 customary closing conditions.  The transactions provided for in the Merger
 Agreement have been approved by Deutsche Lufthansa's Executive Board, and
 Deutsche Lufthansa's Supervisory Board is currently scheduled to meet on
 March 10, 1999. 
  
           The Merger Agreement also provides that GlobeGround will receive
 a termination fee of $2.625 million and the reimbursement of expenses up to
 a maximum of $875,000 if the Merger Agreement is terminated under certain
 circumstances prior to approval by Deutsche Lufthansa's Supervisory Board. 
 The termination fee and maximum expense reimbursement amount will increase
 to $3.5 million and $1.75 million, respectively, following approval by
 Deutsche Lufthansa'a Supervisory Board.  The Merger Agreement also provides
 that in the event of any superior third party offers for Hudson General,
 Acquisition will have an opportunity to match or exceed such competing bids
 before Hudson General may terminate the Merger Agreement. 
  
           The Merger Agreement has been approved by the Board of Directors
 of Hudson General based upon the unanimous recommendation of a Special
 Committee of the Board of Directors consisting of three directors who are
 not employed by or affiliated with Hudson General (except in their
 capacities as directors). 
  
           The foregoing description of the Merger Agreement does not
 purport to be complete and is qualified in its entirety by reference to the
 Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is
 hereby incorporated by reference in its entirety. 
  
           On February 15, 1999, Hudson General also entered into a Waiver
 Agreement (the "Waiver Agreement") with River Acquisition Corp. ("River
 Acquisition"), pursuant to which River Acquisition has waived, until March
 17, 1999, its right to terminate the Agreement and Plan of Merger, dated as
 of November 22, 1998, as amended, between Hudson General and River
 Acquisition (the "River Merger Agreement"), by reason of Hudson General
 entering into the Merger Agreement with Acquisition.  The River Merger
 Agreement remains in effect at the present time. 
  
           The foregoing description of the Waiver Agreement does not
 purport to be complete and is qualified in its entirety by reference to the
 Waiver Agreement, a copy of which is filed herewith as Exhibit 2.2 and is
 hereby incorporated by reference in its entirety. 
  
           On February 16, 1999, Hudson General issued a press release
 announcing the execution of the Merger Agreement and the Waiver Agreement. 
 The press release is filed herewith as Exhibit 99.1 and is hereby
 incorporated by reference in its entirety. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 
  
 Exhibit 
    No.         Description 
 -------        -----------
   2.1          Agreement and Plan of Merger, dated as of February 15, 1999,
                between Hudson General Corporation and GLGR Acquisition
                Corp. 
  
   2.2          Waiver Agreement, dated February 15, 1999, between Hudson
                General Corporation and River Acquisition Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 16, 1999.

                                 SIGNATURE 
  
  
           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 hereunto duly authorized. 
  
   
                                   HUDSON GENERAL CORPORATION 
  
  
                                   By: /s/ Michael Rubin 
                                       _____________________________
                                       Name:   Michael Rubin 
                                       Title:  President 
                                
  
  
 Date:  February 16, 1999

                      HUDSON GENERAL CORPORATION 
                      CURRENT REPORT ON FORM 8-K 
                    REPORT DATED FEBRUARY 15, 1999 
  
  
                             EXHIBIT INDEX 
  
 EXHIBIT 
    NO.         DESCRIPTION 
 -------        -----------

   2.1          Agreement and Plan of Merger, dated as of February 15, 1999,
                between Hudson General Corporation and GLGR Acquisition
                Corp. 
  
   2.2          Waiver Agreement, dated February 15, 1999, between Hudson
                General Corporation and River Acquisition Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 16, 1999.