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 9, 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      (Commission        (IRS Employer 
   of 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 9, 1999, Hudson General Corporation, a Delaware
 corporation ("Hudson General"), entered into Amendment No. 1, dated as of
 February 9, 1999 ("Amendment No. 1"), amending the Agreement and Plan of
 Merger, dated as of November 22, 1998, between Hudson General and River
 Acquisition Corp., a newly formed Delaware corporation owned by certain
 directors and senior executive officers of Hudson General ("River
 Acquisition"), pursuant to which River Acquisition increased the merger
 price to be paid to Hudson General's stockholders from $57.25 per share in
 cash to $61.00 per share in cash. 
  
           The foregoing description of Amendment No. 1 does not purport to
 be complete and is qualified in its entirety by reference to Amendment No.
 1, a copy of which is filed herewith as Exhibit 2.1 and is hereby
 incorporated by reference in its entirety. 
  
           On February 10, 1999, Hudson General issued a press release (the
 "February 10 Press Release") announcing the execution of Amendment No. 1. 
 The February 10 Press Release also announced that (i) Hudson General had
 received a written proposal from GlobeGround GmbH (formerly known as
 Lufthansa Airport and Ground Services GmbH), a wholly-owned subsidiary of
 Deutsche Lufthansa AG, to acquire all of Hudson General's outstanding
 shares of Common Stock at a price of $67.00 per share in cash, subject to
 the approval of the Supervisory Board of Deutsche Lufthansa AG not later
 than March 15, 1999, and (ii) Hudson General had received a written
 proposal from Ogden Corporation ("Ogden") to acquire all of Hudson
 General's outstanding shares of Common Stock at a price of $65.00 per
 share to be paid in either cash or common shares of Ogden, subject to a
 customary due diligence review regarding Hudson General and its business
 prospects and approval of Ogden's Board of Directors.  The February 10
 Press Release also noted that Hudson General previously had received a
 written proposal from Ranger Aerospace Corporation to acquire all of Hudson
 General's outstanding shares of Common Stock at a price of $62.00 per share
 in cash.  Ranger Aerospace's proposal is subject to receipt of financing
 and satisfactory completion of a confirmatory due diligence review. 
  
           The February 10 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          Amendment No. 1, dated as of February 9, 1999, amending the
                Agreement and Plan of Merger, dated as of November 22, 1998,
                between Hudson General Corporation and River Acquisition
                Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 10, 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 10, 1999





                       HUDSON GENERAL CORPORATION 
                       CURRENT REPORT ON FORM 8-K 
                      REPORT DATED FEBRUARY 9, 1999 
  
  
                               EXHIBIT INDEX 
  
  
  
 EXHIBIT 
    NO.         DESCRIPTION 
 -------        -----------
   2.1          Amendment No. 1, dated as of February 9, 1999, amending the
                Agreement and Plan of Merger, dated as of November 22, 1998,
                between Hudson General Corporation and River Acquisition
                Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 10, 1999.
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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 9, 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      (Commission        (IRS Employer 
   of 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 9, 1999, Hudson General Corporation, a Delaware
 corporation ("Hudson General"), entered into Amendment No. 1, dated as of
 February 9, 1999 ("Amendment No. 1"), amending the Agreement and Plan of
 Merger, dated as of November 22, 1998, between Hudson General and River
 Acquisition Corp., a newly formed Delaware corporation owned by certain
 directors and senior executive officers of Hudson General ("River
 Acquisition"), pursuant to which River Acquisition increased the merger
 price to be paid to Hudson General's stockholders from $57.25 per share in
 cash to $61.00 per share in cash. 
  
           The foregoing description of Amendment No. 1 does not purport to
 be complete and is qualified in its entirety by reference to Amendment No.
 1, a copy of which is filed herewith as Exhibit 2.1 and is hereby
 incorporated by reference in its entirety. 
  
           On February 10, 1999, Hudson General issued a press release (the
 "February 10 Press Release") announcing the execution of Amendment No. 1. 
 The February 10 Press Release also announced that (i) Hudson General had
 received a written proposal from GlobeGround GmbH (formerly known as
 Lufthansa Airport and Ground Services GmbH), a wholly-owned subsidiary of
 Deutsche Lufthansa AG, to acquire all of Hudson General's outstanding
 shares of Common Stock at a price of $67.00 per share in cash, subject to
 the approval of the Supervisory Board of Deutsche Lufthansa AG not later
 than March 15, 1999, and (ii) Hudson General had received a written
 proposal from Ogden Corporation ("Ogden") to acquire all of Hudson
 General's outstanding shares of Common Stock at a price of $65.00 per
 share to be paid in either cash or common shares of Ogden, subject to a
 customary due diligence review regarding Hudson General and its business
 prospects and approval of Ogden's Board of Directors.  The February 10
 Press Release also noted that Hudson General previously had received a
 written proposal from Ranger Aerospace Corporation to acquire all of Hudson
 General's outstanding shares of Common Stock at a price of $62.00 per share
 in cash.  Ranger Aerospace's proposal is subject to receipt of financing
 and satisfactory completion of a confirmatory due diligence review. 
  
           The February 10 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          Amendment No. 1, dated as of February 9, 1999, amending the
                Agreement and Plan of Merger, dated as of November 22, 1998,
                between Hudson General Corporation and River Acquisition
                Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 10, 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 10, 1999

                       HUDSON GENERAL CORPORATION 
                       CURRENT REPORT ON FORM 8-K 
                      REPORT DATED FEBRUARY 9, 1999 
  
  
                               EXHIBIT INDEX 
  
  
  
 EXHIBIT 
    NO.         DESCRIPTION 
 -------        -----------
   2.1          Amendment No. 1, dated as of February 9, 1999, amending the
                Agreement and Plan of Merger, dated as of November 22, 1998,
                between Hudson General Corporation and River Acquisition
                Corp. 
  
   99.1         Press Release issued by Hudson General Corporation dated
                February 10, 1999.