As  filed  with  the Securities and Exchange Commission on April 18, 2002.
     Registration  No.  ____-____

                SECURITIES  AND  EXCHANGE  COMMISSION
                       WASHINGTON,  D.C.  20549

                            FORM  S-8
                     REGISTRATION  STATEMENT
                              UNDER
                   THE  SECURITIES  ACT  OF  1933

     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.
     (Exact  name  of  registrant  as  specified  in  its  charter)


           DELAWARE                               59-2223025
---------------------------------          ------------------------
 (State  or  other  jurisdiction  of           (I.R.S.  Employer
 incorporation  or  organization)           Identification  Number)

     1954  AIRPORT  ROAD,  SUITE  200     ATLANTA,  GEORGIA  30341
     -----------------------------------------------------------------
     (Address  of  Principal  Executive  Offices,  including  Zip  Code)


                     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.
                          BROAD-BASED RESTRICTED STOCK PLAN
                           (Full  title  of  the  Plan)
                          ------------------------------
                                Philip  A.  Theodore
                                 King & Spalding
                              191 Peachtree Street
                          Atlanta, Georgia  30303-1763
                     (Name and address of agent for service)

                                 (404) 572-4600
     (Telephone  number,  including  area  code,  of  agent  for  service)

                                   Copies to:

                                  John Wang
                            Chief Financial Officer
                    International Airline Support Group, Inc.
                          1954 Airport Road, Suite 200
                             Atlanta, Georgia  30341
                                 (770) 455-7575

     CALCULATION  OF  REGISTRATION  FEE


TITLE OF
SECURITIES AMOUNT TO      PROPOSED MAXIMUM PROPOSED MAXIMUM  AMOUNT OF
TO BE      BE             OFFERING PRICE   AGGREGATE         REGISTRATION
REGISTERED REGISTERED(1)  PER SHARE(2)     OFFERING PRICE(2) FEE
---------- -------------  -------------    ------------      -------------
Common
Stock, par
value
$0.001     167,800 Shares     $1.25         $209,750.00        $50.13
Per share
-------    --------------     -----         -----------        ------

1     An  undetermined  number  of  additional  shares  may  be  issued  if  the
anti-dilution  adjustment  provisions  of  the  plan  become  operative.

2     Estimated  solely  for  the  purpose  of  computing  the registration fee,
pursuant to Rule 457(h) of the Securities Act of 1933, based upon the average of
the high and low selling prices per share of the Company's Common Stock on April
16,  2002,  as  reported  by  the  American  Stock  Exchange  ("AMEX").

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  document(s) containing the information specified in Part I of Form S-8
will  be  sent  or  given  to  the  participating  employee as specified by Rule
428(b)(1)  of  the  Securities  Act  of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference in this Registration
Statement  pursuant  to  Item 3 of Part II of this Registration Statement, taken
together,  constitute  a prospectus that meets the requirements of Section 10(a)
of  the  Securities  Act.

     PART  II

     INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents are incorporated by reference in the registration
statement:

     (a)     The  Registrant's  Annual  Report  on Form 10-K for the fiscal year
ended  May  31,  2001 filed pursuant to Section 13(a) of the Securities Exchange
Act  of  1934;

(b)     The  Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended  November  30,  2001;

     (b)     All other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of  the  Securities  Exchange  Act  of  1934  since May 31, 2001; and

     (c)     The  description  of the Registrant's common stock, par value $.001
per  share  ("Common  Stock"),  contained  in the Registration Statement on Form
8-A12G/A dated October 11, 1996, including any amendment or report filed for the
purpose  of  updating  such  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of  a  post-effective  amendment which indicates that all shares offered
have  been  sold or which deregisters all shares then remaining unsold, shall be
deemed  to be incorporated by reference in this registration statement and to be
part  hereof  from  the date of filing of such documents (such documents and the
documents  enumerated  above,  being  hereinafter  referred  to as "Incorporated
Documents").

     Any  statement  contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement  contained herein or in other subsequently filed Incorporated
Documents modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall  not  be  deemed,  except as so modified or superseded, to
constitute  a  part  of  this  registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable.


ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  following  summary  is  qualified  in its entirety by reference to the
complete  text  of  the  Delaware  General Corporation Law, Amended and Restated
Certificate  of  Incorporation,  as  amended,  and  Amended and Restated Bylaws.

     Section  145  of  the  General  Corporation  Law  of  the State of Delaware
provides  for  the  indemnification  of  directors  and  officers  under certain
circumstances,  as  therein  set  forth.

     The  Registrant's  Amended and Restated Bylaws provide that each person who
was  or  is made a party to, is threatened to be made a party to or is otherwise
involved  in  any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or investigative, by reason of the fact that he, or a person for
whom  he is the legal representative, is or was a director, officer, employee or
agent  of  the Registrant (or is or was serving at the request of the Registrant
as  a  director,  officer,  employee  or  agent  of  another  entity),  will  be
indemnified  and held harmless by the Registrant to the fullest extent permitted
by  the  Delaware  General  Corporation  Law  as it currently exists or is later
amended.

     Article  VIII  of  the  Registrant's  Amended  and  Restated Certificate of
Incorporation,  as amended, provides that a director of the Registrant shall not
be  personally liable to the Registrant or its stockholders for monetary damages
for  breach  of  fiduciary  duty as a director, except for liability (i) for any
breach  of the director's duty of loyalty to the Registrant or its stockholders,
(ii)  for  any  acts or omissions not in good faith or which involve intentional
misconduct  or  a  knowing  violation  of  law,  (iii)  under Section 174 of the
Delaware  General  Corporation  Law  or  (iv)  for  any transaction in which the
director  derived  an  improper  personal  benefit.

<PAGE>
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.     EXHIBITS

     The  following  are  filed  as  exhibits  to  this  registration statement:

4.1     Amended  and  Restated  Certificate  of  Incorporation of the Registrant
(incorporated  by  reference to Exhibit 3.1 to the Registrant's Annual Report on
Form  10-K  for  the  fiscal  year  ended  May 31, 1996 (the "1996 Form 10-K")).

4.1.1     Amendment  to the Amended and Restated Certificate of Incorporation of
the  Registrant  (incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration  Statement  on  Form  S-1  filed  on  November  20,  1997 (File No.
333-40613)  (the  "S-1")).

4.1.2     Amendment  to  Amended  and  Restated  Certificate of Incorporation of
Registrant  (incorporated  by  reference  to  Exhibit  3.1.2  to  the  S-1).

4.2     Amended  and  Restated  Bylaws  of  the  Registrant  (incorporated  by
reference  to  Exhibit  3.2  to  the  1996  Form  10-K).

5.1     Opinion  of  King  &  Spalding  regarding  legality  of  shares  being
registered.

23.1     Consent  of King & Spalding (included in opinion filed as Exhibit 5.1).

23.2     Consent  of  Grant  Thornton  LLP.

24.1     Power  of  Attorney  (included  on  signature  page).

99.1     International  Airline Support Group, Inc. Broad-Based Restricted Stock
Plan.

ITEM  9.     UNDERTAKINGS

     The  undersigned  Registrant  hereby  undertakes:

(a)     (1)     To  file,  during  any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement;

          (i)     To  include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

          (iii)     To include any material information with respect to the plan
of  distribution  not previously disclosed in this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

          provided  however,  that  paragraphs  (a)(1)(i)  and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act  that  are  incorporated  by  reference  in  this  Registration  Statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of  such  securities  at  that  time shall be deemed to be the initial
bonafide  offering  thereof.

          (3)     To  remove  from  registration  by  means  of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     (b)     That,  for  the  purposes  of  determining  any liability under the
Securities  Act  of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement  relating to the securities offered herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the Registrant pursuant to the provisions described in Item 6 above
or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by  the  Registrant  of  expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person  in connection with the securities being registered, the Registrant will,
unless  in the opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  of  1933 and will be governed by the final adjudication of such
issue.

<PAGE>
     SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta,  State  of  Georgia, on April 17, 2002.

     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.

          /s/  Alexius  A.  Dyer  III
By:
Alexius  A.  Dyer  III
Chairman,  Chief  Executive  Officer
and  President



<PAGE>
Each  person  whose  signature appears below constitutes and appoints Alexius A.
Dyer  III  as  his  or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead,  in  any  and  all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this registration statement, and to
file  the  same  with  all  exhibits  thereto, and other documents in connection
therewith,  with  the  Commission, granting unto said attorney-in-fact and agent
full  power  and  authority  to  do and perform each act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agent, or his substitute or substitutes may lawfully do or
cause  to  be  done  by  virtue  hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed by the following persons on April 17,
2002  in  the  capacities  indicated.




                               SIGNATURE          TITLE
                               =========          =====

/s/  Alexius  A.  Dyer  III

Chairman,  Chief  Executive  Officer,  President  and  Director
Alexius  A.  Dyer  III      (Principal  Executive  Officer)
-----------------------     --------------------------------



/s/ George Murnane III         Director
    --------------------      ---------
    George  Murnane  III

/s/  John  Wang
John Wang                 VP Finance and Chief Accounting Officer
                          (Principal Financial and Accounting Officer)
                          --------------------------------------------


/s/  F.  Dixon  McElwee,  Jr.
 F.  Dixon  McElwee,  Jr.
                           Director
                          --------


/s/  Ronald  R.  Fogleman
 Ronald  R.  Fogleman
                           Director
                           --------

/s/  E.  James  Mueller
 E.  James  Mueller        Director
-------------------        ---------

<PAGE>

     EXHIBIT  INDEX



Exhibit  Number                    Description

4.1     Amended  and  Restated  Certificate  of  Incorporation of the Registrant
(incorporated  by  reference to Exhibit 3.1 to the Registrant's Annual Report on
Form  10-K  for  the  fiscal  year  ended  May 31, 1996 (the "1996 Form 10-K")).

4.1.1     Amendment  to the Amended and Restated Certificate of Incorporation of
the  Registrant  (incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration  Statement  on  Form  S-1  filed  on  November  20,  1997 (File No.
333-40613)  (the  "S-1")).

4.1.2     Amendment  to  Amended  and  Restated  Certificate of Incorporation of
Registrant  (incorporated  by  reference  to  Exhibit  3.1.2  to  the  S-1).

4.2     Amended  and  Restated  Bylaws  of  the  Registrant  (incorporated  by
reference  to  Exhibit  3.2  to  the  1996  Form  10-K).

5.1     Opinion  of  King  &  Spalding  regarding  legality  of  shares  being
registered.

23.1     Consent  of King & Spalding (included in opinion filed as Exhibit 5.1).

23.2     Consent  of  Grant  Thornton  LLP.

24.1     Power  of  Attorney  (included  on  signature  page).

99.1     International  Airline Support Group, Inc. Broad-Based Restricted Stock
Plan.

<PAGE>
                                                                     EXHIBIT 5.1

                                 KING & SPALDING
                              191 Peachtree Street
                             Atlanta, Georgia  30303



                                 April 10, 2002



International  Airline  Support  Group,  Inc.
1954  Airport  Road
Suite  200
Atlanta,  Georgia  30341

Re:     167,800  shares  of common stock, par value $.001 per share (the "Common
Stock"),  to be issued pursuant to the International Airline Support Group, Inc.
Broad-Based  Restricted  Stock  Plan  (the  "Plan")

Gentlemen:

     We  have acted as counsel to International Airline Support Group, Inc. (the
"Company"),  in  connection  with  the  preparation and filing of a registration
statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended, of 167,800 shares of Common Stock, $.001 par
value,  of  the  Company,  to  be  issued  pursuant  to  the  Plan.

     In rendering the opinions expressed below we have examined the Registration
Statement,  the  Plan,  and  such other documents as we have deemed necessary to
enable  us  to express the opinions hereinafter set forth.  In addition, we have
examined and relied, to the extent we deemed proper, on certificates of officers
of  the  Company  as to factual matters, on the originals or copies certified or
otherwise  identified  to  our satisfaction of all such corporate records of the
Company  and  such  other  instruments  and certificates of public officials and
other  persons  as  we  have  deemed  appropriate.  In  our examination, we have
assumed  the  authenticity  of  all  documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and  the genuineness of all signatures on documents reviewed by us and the legal
capacity  of  natural  persons.

     Based  upon  and  subject  to the foregoing, we are of the opinion that all
legal  and corporate proceedings necessary for the authorization and issuance of
the  shares  of  Common  Stock issuable by the Company pursuant to the Plan have
been  duly  taken  and the shares of Common Stock, upon issuance pursuant to the
terms  of  the  Plan,  will  be  duly authorized, validly issued, fully paid and
nonassessable.

     We  hereby  consent  to  the  filing  of  the foregoing legal opinion as an
exhibit  to  the  Registration  Statement  and  all  amendments  thereto.

     Very  truly  yours,

/s/  King  &  Spalding

King  &  Spalding

<PAGE>
     EXHIBIT  23.2


                                AUDITOR'S CONSENT



We  have  issued  our report dated August 2, 2001, accompanying the consolidated
financial  statements  appearing  in  the Annual Report of International Airline
Support  Group,  Inc.  and  Subsidiaries on Form 10-K for the year ended May 31,
2001.  We hereby consent to the incorporation by reference of the aforementioned
report  in  this  Registration Statement of International Airline Support Group,
Inc.  and  Subsidiaries  on  Form  S-8.


/s/  Grant  Thornton  LLP

Miami,  Florida
April  2,  2002



<PAGE>
                                                                    EXHIBIT 99.1

                    International Airline Support Group, Inc.
                                   Broad-Based
                              Restricted Stock Plan

                                [attached hereto]


                                      -ii-








                    INTERNATIONAL AIRLINE SUPPORT GROUP, INC.

                                   BROAD-BASED

                              RESTRICTED STOCK PLAN

<PAGE>

                                      -ii-


                                TABLE OF CONTENTS

                                           Page
                                           ----
  1  BACKGROUND  AND  PURPOSE               1
  2  DEFINITIONS                            1
2.1     Board                               1
2.2     Change  in  Control                 1
2.3     Code                                3
2.4     Disabled                            3
2.5     Employee                            3
2.6     IASG                                3
2.7     1933  Act                           3
2.8     1934  Act                           3
2.9     Plan                                4
2.10     Restricted  Stock  Grant           4
2.11     Rule  16b-3                        4
2.12     Stock                              4
  3  SHARES  RESERVED  UNDER  PLAN          4
  4  EFFECTIVE  DATE                        5
  5  ADMINISTRATION                         5
  6  ELIGIBILITY                            5
  7  RESTRICTED  STOCK  GRANTS              6
7.1     Initial  Grants                     6
7.2     Issuance  of  Stock                 6
7.3     Voting  and  Other  Rights          7
7.4     Forfeitures                         7
7.5     Forfeited  Stock                    8
  8  NON-TRANSFERABILITY                    9
  9  RESALE  RESTRICTIONS                   9
  10  ADJUSTMENT                           10
10.1     Capital  Structure                10
10.2     Mergers                           10
10.3     Fractional  Shares                11
  11  AMENDMENT  OR  TERMINATION           11
  12  MISCELLANEOUS                        11
12.1     No  Contract  of  Employment      11
12.2     Withholding                       12
12.3     Construction                      12
12.4     Other  Conditions                 12
12.5     Rule  16b-3                       12

<PAGE>

   1
BACKGROUND  AND  PURPOSE
     The  purpose of this Plan is to promote the interest of IASG by authorizing
the  Board  to make Restricted Stock Grants to Employees in order to (1) attract
and  retain  Employees,  (2) provide an additional incentive to each Employee to
work  to  increase the value of Stock and (3) provide each Employee with a stake
in  the  future  of  IASG.
   2
DEFINITIONS
2.1     Board2.1     Board  --  means  the  Board  of  Directors  of  IASG.
        -----
2.2     Change  in  Control2.2     Change  in  Control  --  means:
        -------------------
     (1)     A  "person"  or  "group"  (within  the  meaning  of    13(d)  and
14(d)(2)  of  the  1934 Act) becomes, is determined by the Board (acting in good
faith)  to be, or files a report on Schedule 13D, 13G or 14D-2 (or any successor
schedule,  form  or report) disclosing that such person or group is the ultimate
"beneficial  owner"  (as defined in Rule 13d-3 under the 1934 Act) of securities
representing more than twenty-five percent (25%) of the combined voting power of
IASG's  then  outstanding  securities  ordinarily having the right to vote at an
election  of  directors; provided, however, that the acquisition by IASG, by its
subsidiaries,  by any employee benefit plan sponsored by IASG or by IASG's Chief
Executive  Officer  or  Chief  Operating Officer of securities representing more
than  twenty-five  percent  (25%)  of  such  voting power shall not constitute a
Change  in  Control;
     (2)     individuals who, on the effective date of this Plan, constitute the
members  of  the  Board (together with any new members who were appointed to the
Board  by  individuals  who,  on the effective date of this Plan, constitute the
members  of the Board or whose nomination for election to the Board was approved
by  the  then  incumbent Chairman of the Board and disregarding any director who
resigned from the Board in the ordinary course of business) cease for any reason
to  constitute  at  least seventy-five percent (75%) of the members of the Board
then  in  office;
(3)     the sale of all or substantially all of IASG's assets in one transaction
or  a  series  of  related  transactions  to  any  person  or  group;
(4)     IASG  is  merged,  consolidated  or  reorganized  into  or  with another
corporation  or  other  legal  person,  or  securities of IASG are exchanged for
securities  of  another corporation or other legal person, and immediately after
such  merger,  consolidation, reorganization or exchange less than fifty percent
(50%)  of  the  combined voting power of the then-outstanding securities of such
corporation  or  person immediately after such transaction are held, directly or
indirectly,  in  the  aggregate  by  the  holders of securities entitled to vote
generally  in the election of the members of the Board immediately prior to such
transaction;
(5)     the  stockholders  of  IASG  or  the  Board  shall  take  any  action in
contemplation  of  the  liquidation  or  dissolution  of  IASG;  or
     (6)     any  other transaction or series of related transactions occur that
have  substantially  the  effect  of  the  transactions  specified in any of the
preceding  sections  of  this  definition  of  a  Change  in  Control.
2.3     Code2.3     Code -- means the Internal Revenue Code of 1986, as amended.
        ----
2.4     Disabled  2.4     Disabled -- means a mental or physical condition which
        --------
an  Employee has on the date his or her employment with IASG terminates which in
the  judgment  of  IASG's  Chief Executive Officer acting in his or her absolute
discretion  or, if the affected Employee is such officer, in the judgment of the
Board  acting in its absolute discretion renders such Employee unable to perform
the  essential  functions  of  his  or  her  job.
2.5     Employee2.5     Employee  --  means each individual who is classified on
        --------
IASG's  payroll  and  personnel records as a regular, full-time employee of IASG
and  each  other  individual  who  is classified on IASG's payroll and personnel
records  as  an  employee  of IASG who the Board in its discretion determines to
treat  as  a  regular,  full-time  employee  of  IASG for purposes of this Plan.
2.6     IASG  2.6     IASG -- means International Airline Support Group, Inc., a
        ----
Delaware  corporation, and any successor to International Airline Support Group,
Inc.
2.7     1933  Act2.7     1933  Act  --  means  the  Securities  Act  of 1933, as
        ---------
amended.
2.8     1934  Act2.8     1934  Act -- means the Securities Exchange Act of 1934,
        ---------
as  amended.
2.9     Plan2.9     Plan -- means this International Airline Support Group, Inc.
        ----
     Broad-Based  Restricted  Stock  Plan as effective as of the date adopted by
the  Board  and  as  amended  from  time  to  time  thereafter.
2.10     Restricted  Stock Grant2.10     Restricted Stock Grant -- means a grant
         -----------------------
of  Stock  made  to  an  Employee  under   7.
2.11     Rule  16b-32.11     Rule  16b-3 -- means the exemption under Rule 16b-3
         -----------
to  Section  16(b)  of  the  1934  Act  or  any  successor  to  such  rule.
2.12     Stock2.12     Stock  --  means  the  common  stock, par value $.001 per
         -----
share,  of  IASG.
   3
SHARES  RESERVED  UNDER  PLAN
     There  shall  (subject  to   10)  be  167,800  shares of Stock reserved for
issuance  under this Plan.  Such shares of Stock shall be reserved to the extent
that  IASG  deems  appropriate  from authorized but unissued shares of Stock and
from  shares  of  Stock  that have been reacquired by IASG.  Any shares of Stock
which  have been issued as part of a Restricted Stock Grant which thereafter are
forfeited  under   7.4 shall again become available for issuance under 7.5.  Any
shares  of  Stock  used  to  satisfy  a  tax  withholding  obligation  shall not
thereafter  become  available  for  issuance  under  this  Plan.
   4
EFFECTIVE  DATE
     The  effective  date  of this Plan shall be the date of its adoption by the
Board.
   5
ADMINISTRATION
     This Plan shall be administered by IASG's Chief Executive Officer or his or
her  delegate.  IASG's  Chief  Executive  officer  acting in his or her absolute
discretion  shall  exercise  such powers and take such action (except for powers
and actions expressly reserved for the Board) as he or she deems appropriate and
proper  under  the  circumstance, including the power to interpret this Plan and
take such other action in the administration and operation of this Plan as he or
she  deems  equitable  under the circumstances, which action shall be binding on
IASG,  on each affected Employee and on each other person directly or indirectly
affected  by such action.  However, any decisions with respect to any Restricted
Stock  Grant  made to IASG's Chief Executive Officer shall be made by the Board.

   6
ELIGIBILITY
     Only  Employees  shall  be  eligible for Restricted Stock Grants under this
Plan.
   7
RESTRICTED  STOCK  GRANTS
7.1     Initial  Grants7.1     Initial  Grants.  The  Board  as of the effective
        ---------------
date  of  this  Plan  under   4  shall  make  a  Restricted Stock Grant to every
individual  who  is  an  Employee  on  such date.  All such grants shall be made
subject to all the terms and conditions of this Plan and shall be evidenced by a
     letter  to each such Employee from IASG's Chief Executive Officer or his or
her  delegate.  The Board in its discretion shall determine the number of shares
of  Stock  subject  to each such Restricted Stock Grant, but the total number of
shares  of  Stock  subject  to  all such Restricted Stock Grants shall equal the
number  of  shares  of  Stock  reserved  for  issuance  under  this  Plan.
7.2     Issuance  of  Stock7.2     Issuance of Stock.  The Stock subject to each
        -------------------
Restricted  Stock  Grant  shall (subject to   12.4) be issued in the name of the
Employee  as  of  the  date  that the Employee properly executes the irrevocable
stock  power  in  favor  of  IASG which IASG presents to such Employee and which
gives  IASG  the  right  to forfeit the shares of Stock subject to such grant in
accordance  with   7.4, and no Stock shall be issued under this Plan in the name
of an Employee if he or she fails to execute such irrevocable stock power.  Such
     irrevocable  stock power shall expire if and when the Stock subject to such
stock  power  no  longer  is subject to forfeiture under   7.4.  Each such stock
certificate  which  represents  shares  of  Stock issued as part of a Restricted
Stock  Grant  shall  be  held by IASG until the related Stock has been forfeited
under   7.4  or such Stock is no longer subject to forfeiture under   7.4.  IASG
shall (subject to   9 and   12.4) deliver the stock certificate which represents
shares  of  Stock  which  no longer are subject to forfeiture under   7.4 to the
Employee  to  whom  the  related  Restricted  Stock  Grant  was  made as soon as
practicable  after  such  shares  no  longer  are  subject  to  forfeiture.
7.3     Voting  and  Other  Rights7.3     Voting  and Other Rights.  An Employee
        --------------------------
shall  have  the  right  to vote all the shares of Stock subject to a Restricted
Stock  Grant  made to that Employee while the Stock remains issued in his or her
name  and  shall  have  the right to receive any cash dividends declared on such
Stock  while  such  Stock  remains issued in his or her name.  Any distributions
made  with  respect  to any Stock subject to a Restricted Stock Grant other than
cash  dividends  shall be held by IASG subject to the same forfeiture conditions
as  the  Stock subject to the related Restricted Stock Grant and either shall be
forfeited  under   7.4  when  the  Stock  subject  to such grant is forfeited or
delivered  to  the  Employee  when  the  Stock subject to the grant is no longer
subject  to  forfeiture.
7.4     Forfeitures7.4     Forfeitures.  An  Employee  shall forfeit 100% of the
        -----------
Stock  subject to each and every Restricted Stock Grant made to such Employee if
his  or her employment with IASG terminates for any reason whatsoever before the
fifth anniversary of the effective date of this Plan under   4 unless (1) his or
     her  employment  with  IASG  terminates as a result of his or her death, in
which event the Stock subject to each of his or her outstanding Restricted Stock
Grants  shall  become  non-forfeitable  on  the  date  his  or her employment so
terminates,  (2) his or her employment terminates because he or she is Disabled,
in  which  event  the Stock subject to each of his or her outstanding Restricted
Stock  Grants  shall become non-forfeitable on the date his or her employment so
terminates or (3) there is a Change in Control, in which event the Stock subject
to  each  outstanding Restricted Stock Grant shall become non-forfeitable on the
date  of such Change in Control.  Each and every share of Stock which is subject
to  an  outstanding  Restricted  Stock  Grant  which was forfeitable immediately
before  the fifth anniversary of the effective date of this Plan under   4 shall
become  non-forfeitable  on  the  fifth  anniversary  of  such  effective  date.
7.5     Forfeited Stock7.5     Forfeited Stock.  The Board as of the last day of
        ---------------                       -
     IASG's  fiscal  year  (and as of any other date or dates in a calendar year
which the Board acting in its absolute discretion selects) shall make Restricted
Stock Grants with respect to the shares of Stock which have been forfeited under
7.4  and which are then available for issuance under   3.  Whenever a Restricted
Stock  Grant  is made under this   7.5 to any Employee, a grant shall be made as
of  the same date to every other individual who is an Employee on such date, and
each  such  grant  shall be made subject to all the terms and conditions of this
Plan  and shall be evidenced by a letter to each such Employee from IASG's Chief
Executive  Officer  or  his  or her delegate.  The Board in its discretion shall
determine  the  number  of shares of Stock subject to each such Restricted Stock
Grant,  but  the total number of shares of Stock subject to all Restricted Stock
Grants  made  as  of  any  date  shall  equal the number of shares of Stock then
available  for  issuance  under   3.
   8
NON-TRANSFERABILITY
     No  Stock  subject  to  a  Restricted  Stock Grant which remains subject to
forfeiture  under   7.4 shall (absent the Board's consent) be transferable by an
Employee  other  than by will or by the laws of descent and distribution and, if
the  Board  consents to such a transfer, the person or persons to whom the Stock
is  transferred  thereafter  shall  be treated as the Employee and the shares of
Stock  so  transferred  shall  remain subject to all the terms and conditions of
this  Plan.  The  person  or persons to whom Stock subject to a Restricted Stock
grant  is  transferred  by  will  or  by  the  laws  of descent and distribution
thereafter  shall  be  treated  as  the  Employee,  and  the  shares of Stock so
transferred  shall  remain  subject to all the terms and conditions of this Plan
   9
RESALE  RESTRICTIONS
     Each  Employee  who  is  an  officer  or  director of IASG shall be advised
through  the delivery of a copy of this Plan that the shares of Stock subject to
a  Restricted  Stock  Grant  made to him or to her have been registered with the
Securities  and  Exchange  Commission  under  the  1933  Act  in  a Registration
Statement  on  Form  S-8.  However,  each  such  Employee  also shall be advised
through the delivery of a copy of this Plan that, (i) because, such Employee may
be  deemed  to be an affiliate of IASG and (ii) because the sale or distribution
by  such Employee of such Stock has not been registered under the 1933 Act, such
Employee  may  not  sell,  transfer or otherwise dispose of Stock issued to such
Employee  unless  (x)  such  sale,  transfer  or  other  disposition  is made in
conformity with the volume and other limitations of the 1933 Act, (y) such sale,
transfer  or  other disposition has been registered under the 1933 Act or (z) in
the  written  opinion  of  counsel  reasonably  acceptable  to  IASG, such sale,
transfer  or  other  disposition is otherwise exempt from registration under the
1933  Act.
   10
ADJUSTMENT
10.1      Capital Structure 10.1

   Capital Structure.  The number, kind or class (or  any combination thereof)
of shares of Stock reserved under   3 and the
number, kind or class (or any combination thereof) of shares of Stock subject to
outstanding  Restricted  Stock  Grants  under this Plan shall be adjusted by the
Board in an equitable manner as determined by the Board to reflect any change in
the capitalization of IASG, including, but not limited to, such changes as stock
dividends  or  stock  splits.
10.2     Mergers10.2     Mergers.  The  Board  as  part  of  any  corporate
         -------
transaction described in   424(a) of the Code shall have the right to adjust (in
         -
     any  manner that the Board in its discretion deems consistent with   424(a)
of the Code) the number, kind or class (or any combination thereof) of shares of
Stock  reserved  under   3.  Furthermore,  the  Board  as  part of any corporate
transaction described in   424(a) of the Code shall have the right to adjust (in
any  manner  that  the Board in its discretion deems consistent with   424(a) of
the  Code)  the  number, kind or class (or any combination thereof) of shares of
Stock  subject  to  any  outstanding  Restricted  Stock  Grants.
10.3     Fractional  Shares10.3     Fractional  Shares.  If any adjustment under
         ------------------
this   10  would  create  a  fractional  share  of Stock or a right to acquire a
fractional  share  of  Stock, such fractional share shall be disregarded and the
number  of  shares  of  Stock reserved under this Plan and the number subject to
outstanding  Restricted Stock grants shall be the next lower number of shares of
Stock,  rounding  all fractions downward.  An adjustment made under this   10 by
the  Board  shall  be  conclusive  and  binding  on  all  affected  persons.
   11
AMENDMENT  OR  TERMINATION
     This  Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, the Board shall not
have  the  right  unilaterally  to  modify,  amend  or  cancel  any  outstanding
Restricted  Stock Grant unless the Employee to whom such grant was made consents
in  writing  to  such  modification,  amendment  or  cancellation.
   12
MISCELLANEOUS
12.1     No  Contract  of  Employment12.1     No  Contract  of  Employment.  A
         ----------------------------
Restricted  Stock Grant made to an Employee under this Plan shall not constitute
a contract of employment and shall not confer on an Employee any rights upon his
     or  her termination of employment in addition to those rights expressly set
forth  in  this  Plan.
12.2     Withholding12.2     Withholding.  Each  Restricted Stock Grant shall be
         -----------
made  subject to the condition that the Employee consents to whatever action the
Board directs to satisfy the minimum statutory federal and state tax withholding
     requirements, if any, that IASG determines are applicable to the Restricted
Stock  Grant  when  the  Stock  subject  to  such  grant no longer is subject to
forfeiture  under   7.4.
12.3     Construction12.3     Construction.  All  references to sections ( ) are
         ------------
to  sections  (  )  of this Plan unless otherwise indicated.  This Plan shall be
construed  under  the laws of the State of Delaware.  Each term set forth in   2
shall  have  the  meaning set forth opposite such term for purposes of this Plan
and, for purposes of such definitions, the singular shall include the plural and
     the  plural  shall  include  the  singular.
12.4     Other  Conditions12.4     Other  Conditions.  IASG  may require that an
         -----------------
Employee  (as a condition to the issuance of Stock as part of a Restricted Stock
Grant  or  the  delivery  of  the  stock certificate representing such shares of
Stock)  enter  into any agreement or make such representations prepared by IASG,
including  (without  limitation)  any  agreement  that restricts the transfer of
Stock  acquired  pursuant  to  a  Restricted  Stock  Grant  or  provides for the
repurchase  of  such  Stock  by  IASG.
12.5     Rule 16b-312.5     Rule 16b-3.  The Board shall have the right to amend
         ----------
     any  Restricted  Stock  Grant  or  to  withhold  or  otherwise restrict the
transfer  of  any  Stock  under  this  Plan  to  an  Employee as the Board deems
appropriate  in  order to satisfy any condition or requirement under Rule 16b-3.

     IN  WITNESS WHEREOF, IASG has caused its duly authorized officer to execute
this  Plan  to  evidence  its  adoption  of  this  Plan.

INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.

By:____________________________
Date:__________________________
[{"type": "S-8", "sequence": "1", "filename": "iasgs8.txt", "description": "IASG S-8", "secsgml_size_bytes": 41537}]
{"company-data": {"conformed-name": "INTERNATIONAL AIRLINE SUPPORT GROUP INC", "cik": "0000859307", "assigned-sic": "5080", "irs-number": "592223025", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86496", "film-number": "02614249"}, "business-address": {"street1": "1954 AIRPORT ROAD", "street2": "SUITE 200", "city": "ATLANTA", "state": "GA", "zip": "30341", "phone": "7704557575"}, "mail-address": {"street1": "1954 AIRPORT ROAD", "street2": "SUITE 200", "city": "ATLANTA", "state": "GA", "zip": "30341"}}
As  filed  with  the Securities and Exchange Commission on April 18, 2002.
     Registration  No.  ____-____

                SECURITIES  AND  EXCHANGE  COMMISSION
                       WASHINGTON,  D.C.  20549

                            FORM  S-8
                     REGISTRATION  STATEMENT
                              UNDER
                   THE  SECURITIES  ACT  OF  1933

     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.
     (Exact  name  of  registrant  as  specified  in  its  charter)

           DELAWARE                               59-2223025
---------------------------------          ------------------------
 (State  or  other  jurisdiction  of           (I.R.S.  Employer
 incorporation  or  organization)           Identification  Number)

     1954  AIRPORT  ROAD,  SUITE  200     ATLANTA,  GEORGIA  30341
     -----------------------------------------------------------------
     (Address  of  Principal  Executive  Offices,  including  Zip  Code)

                     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.
                          BROAD-BASED RESTRICTED STOCK PLAN
                           (Full  title  of  the  Plan)
                          ------------------------------
                                Philip  A.  Theodore
                                 King & Spalding
                              191 Peachtree Street
                          Atlanta, Georgia  30303-1763
                     (Name and address of agent for service)

                                 (404) 572-4600
     (Telephone  number,  including  area  code,  of  agent  for  service)

                                   Copies to:

                                  John Wang
                            Chief Financial Officer
                    International Airline Support Group, Inc.
                          1954 Airport Road, Suite 200
                             Atlanta, Georgia  30341
                                 (770) 455-7575

     CALCULATION  OF  REGISTRATION  FEE

TITLE OF
SECURITIES AMOUNT TO      PROPOSED MAXIMUM PROPOSED MAXIMUM  AMOUNT OF
TO BE      BE             OFFERING PRICE   AGGREGATE         REGISTRATION
REGISTERED REGISTERED(1)  PER SHARE(2)     OFFERING PRICE(2) FEE
---------- -------------  -------------    ------------      -------------
Common
Stock, par
value
$0.001     167,800 Shares     $1.25         $209,750.00        $50.13
Per share
-------    --------------     -----         -----------        ------

1     An  undetermined  number  of  additional  shares  may  be  issued  if  the
anti-dilution  adjustment  provisions  of  the  plan  become  operative.

2     Estimated  solely  for  the  purpose  of  computing  the registration fee,
pursuant to Rule 457(h) of the Securities Act of 1933, based upon the average of
the high and low selling prices per share of the Company's Common Stock on April
16,  2002,  as  reported  by  the  American  Stock  Exchange  ("AMEX").
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  document(s) containing the information specified in Part I of Form S-8
will  be  sent  or  given  to  the  participating  employee as specified by Rule
428(b)(1)  of  the  Securities  Act  of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference in this Registration
Statement  pursuant  to  Item 3 of Part II of this Registration Statement, taken
together,  constitute  a prospectus that meets the requirements of Section 10(a)
of  the  Securities  Act.

     PART  II

     INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents are incorporated by reference in the registration
statement:

     (a)     The  Registrant's  Annual  Report  on Form 10-K for the fiscal year
ended  May  31,  2001 filed pursuant to Section 13(a) of the Securities Exchange
Act  of  1934;

(b)     The  Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended  November  30,  2001;

     (b)     All other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of  the  Securities  Exchange  Act  of  1934  since May 31, 2001; and

     (c)     The  description  of the Registrant's common stock, par value $.001
per  share  ("Common  Stock"),  contained  in the Registration Statement on Form
8-A12G/A dated October 11, 1996, including any amendment or report filed for the
purpose  of  updating  such  description.

     All  documents  subsequently  filed  by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of  a  post-effective  amendment which indicates that all shares offered
have  been  sold or which deregisters all shares then remaining unsold, shall be
deemed  to be incorporated by reference in this registration statement and to be
part  hereof  from  the date of filing of such documents (such documents and the
documents  enumerated  above,  being  hereinafter  referred  to as "Incorporated
Documents").

     Any  statement  contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement  contained herein or in other subsequently filed Incorporated
Documents modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall  not  be  deemed,  except as so modified or superseded, to
constitute  a  part  of  this  registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  following  summary  is  qualified  in its entirety by reference to the
complete  text  of  the  Delaware  General Corporation Law, Amended and Restated
Certificate  of  Incorporation,  as  amended,  and  Amended and Restated Bylaws.

     Section  145  of  the  General  Corporation  Law  of  the State of Delaware
provides  for  the  indemnification  of  directors  and  officers  under certain
circumstances,  as  therein  set  forth.

     The  Registrant's  Amended and Restated Bylaws provide that each person who
was  or  is made a party to, is threatened to be made a party to or is otherwise
involved  in  any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or investigative, by reason of the fact that he, or a person for
whom  he is the legal representative, is or was a director, officer, employee or
agent  of  the Registrant (or is or was serving at the request of the Registrant
as  a  director,  officer,  employee  or  agent  of  another  entity),  will  be
indemnified  and held harmless by the Registrant to the fullest extent permitted
by  the  Delaware  General  Corporation  Law  as it currently exists or is later
amended.

     Article  VIII  of  the  Registrant's  Amended  and  Restated Certificate of
Incorporation,  as amended, provides that a director of the Registrant shall not
be  personally liable to the Registrant or its stockholders for monetary damages
for  breach  of  fiduciary  duty as a director, except for liability (i) for any
breach  of the director's duty of loyalty to the Registrant or its stockholders,
(ii)  for  any  acts or omissions not in good faith or which involve intentional
misconduct  or  a  knowing  violation  of  law,  (iii)  under Section 174 of the
Delaware  General  Corporation  Law  or  (iv)  for  any transaction in which the
director  derived  an  improper  personal  benefit.
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.     EXHIBITS

     The  following  are  filed  as  exhibits  to  this  registration statement:

4.1     Amended  and  Restated  Certificate  of  Incorporation of the Registrant
(incorporated  by  reference to Exhibit 3.1 to the Registrant's Annual Report on
Form  10-K  for  the  fiscal  year  ended  May 31, 1996 (the "1996 Form 10-K")).

4.1.1     Amendment  to the Amended and Restated Certificate of Incorporation of
the  Registrant  (incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration  Statement  on  Form  S-1  filed  on  November  20,  1997 (File No.
333-40613)  (the  "S-1")).

4.1.2     Amendment  to  Amended  and  Restated  Certificate of Incorporation of
Registrant  (incorporated  by  reference  to  Exhibit  3.1.2  to  the  S-1).

4.2     Amended  and  Restated  Bylaws  of  the  Registrant  (incorporated  by
reference  to  Exhibit  3.2  to  the  1996  Form  10-K).

5.1     Opinion  of  King  &  Spalding  regarding  legality  of  shares  being
registered.

23.1     Consent  of King & Spalding (included in opinion filed as Exhibit 5.1).

23.2     Consent  of  Grant  Thornton  LLP.

24.1     Power  of  Attorney  (included  on  signature  page).

99.1     International  Airline Support Group, Inc. Broad-Based Restricted Stock
Plan.

ITEM  9.     UNDERTAKINGS

     The  undersigned  Registrant  hereby  undertakes:

(a)     (1)     To  file,  during  any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement;

          (i)     To  include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  this Registration Statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

          (iii)     To include any material information with respect to the plan
of  distribution  not previously disclosed in this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

          provided  however,  that  paragraphs  (a)(1)(i)  and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act  that  are  incorporated  by  reference  in  this  Registration  Statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of  such  securities  at  that  time shall be deemed to be the initial
bonafide  offering  thereof.

          (3)     To  remove  from  registration  by  means  of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     (b)     That,  for  the  purposes  of  determining  any liability under the
Securities  Act  of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement  relating to the securities offered herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the Registrant pursuant to the provisions described in Item 6 above
or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by  the  Registrant  of  expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person  in connection with the securities being registered, the Registrant will,
unless  in the opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  of  1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Atlanta,  State  of  Georgia, on April 17, 2002.

     INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.

          /s/  Alexius  A.  Dyer  III
By:
Alexius  A.  Dyer  III
Chairman,  Chief  Executive  Officer
and  President
Each  person  whose  signature appears below constitutes and appoints Alexius A.
Dyer  III  as  his  or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead,  in  any  and  all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this registration statement, and to
file  the  same  with  all  exhibits  thereto, and other documents in connection
therewith,  with  the  Commission, granting unto said attorney-in-fact and agent
full  power  and  authority  to  do and perform each act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorney-in-fact  and agent, or his substitute or substitutes may lawfully do or
cause  to  be  done  by  virtue  hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed by the following persons on April 17,
2002  in  the  capacities  indicated.

                               SIGNATURE          TITLE
                               =========          =====

/s/  Alexius  A.  Dyer  III

Chairman,  Chief  Executive  Officer,  President  and  Director
Alexius  A.  Dyer  III      (Principal  Executive  Officer)
-----------------------     --------------------------------

/s/ George Murnane III         Director
    --------------------      ---------
    George  Murnane  III

/s/  John  Wang
John Wang                 VP Finance and Chief Accounting Officer
                          (Principal Financial and Accounting Officer)
                          --------------------------------------------

/s/  F.  Dixon  McElwee,  Jr.
 F.  Dixon  McElwee,  Jr.
                           Director
                          --------

/s/  Ronald  R.  Fogleman
 Ronald  R.  Fogleman
                           Director
                           --------

/s/  E.  James  Mueller
 E.  James  Mueller        Director
-------------------        ---------
EXHIBIT  INDEX

Exhibit  Number                    Description

4.1     Amended  and  Restated  Certificate  of  Incorporation of the Registrant
(incorporated  by  reference to Exhibit 3.1 to the Registrant's Annual Report on
Form  10-K  for  the  fiscal  year  ended  May 31, 1996 (the "1996 Form 10-K")).

4.1.1     Amendment  to the Amended and Restated Certificate of Incorporation of
the  Registrant  (incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration  Statement  on  Form  S-1  filed  on  November  20,  1997 (File No.
333-40613)  (the  "S-1")).

4.1.2     Amendment  to  Amended  and  Restated  Certificate of Incorporation of
Registrant  (incorporated  by  reference  to  Exhibit  3.1.2  to  the  S-1).

4.2     Amended  and  Restated  Bylaws  of  the  Registrant  (incorporated  by
reference  to  Exhibit  3.2  to  the  1996  Form  10-K).

5.1     Opinion  of  King  &  Spalding  regarding  legality  of  shares  being
registered.

23.1     Consent  of King & Spalding (included in opinion filed as Exhibit 5.1).

23.2     Consent  of  Grant  Thornton  LLP.

24.1     Power  of  Attorney  (included  on  signature  page).

99.1     International  Airline Support Group, Inc. Broad-Based Restricted Stock
Plan.
EXHIBIT 5.1

                                 KING & SPALDING
                              191 Peachtree Street
                             Atlanta, Georgia  30303

                                 April 10, 2002

International  Airline  Support  Group,  Inc.
1954  Airport  Road
Suite  200
Atlanta,  Georgia  30341

Re:     167,800  shares  of common stock, par value $.001 per share (the "Common
Stock"),  to be issued pursuant to the International Airline Support Group, Inc.
Broad-Based  Restricted  Stock  Plan  (the  "Plan")

Gentlemen:

     We  have acted as counsel to International Airline Support Group, Inc. (the
"Company"),  in  connection  with  the  preparation and filing of a registration
statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended, of 167,800 shares of Common Stock, $.001 par
value,  of  the  Company,  to  be  issued  pursuant  to  the  Plan.

     In rendering the opinions expressed below we have examined the Registration
Statement,  the  Plan,  and  such other documents as we have deemed necessary to
enable  us  to express the opinions hereinafter set forth.  In addition, we have
examined and relied, to the extent we deemed proper, on certificates of officers
of  the  Company  as to factual matters, on the originals or copies certified or
otherwise  identified  to  our satisfaction of all such corporate records of the
Company  and  such  other  instruments  and certificates of public officials and
other  persons  as  we  have  deemed  appropriate.  In  our examination, we have
assumed  the  authenticity  of  all  documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and  the genuineness of all signatures on documents reviewed by us and the legal
capacity  of  natural  persons.

     Based  upon  and  subject  to the foregoing, we are of the opinion that all
legal  and corporate proceedings necessary for the authorization and issuance of
the  shares  of  Common  Stock issuable by the Company pursuant to the Plan have
been  duly  taken  and the shares of Common Stock, upon issuance pursuant to the
terms  of  the  Plan,  will  be  duly authorized, validly issued, fully paid and
nonassessable.

     We  hereby  consent  to  the  filing  of  the foregoing legal opinion as an
exhibit  to  the  Registration  Statement  and  all  amendments  thereto.

     Very  truly  yours,

/s/  King  &  Spalding

King  &  Spalding
EXHIBIT  23.2

                                AUDITOR'S CONSENT

We  have  issued  our report dated August 2, 2001, accompanying the consolidated
financial  statements  appearing  in  the Annual Report of International Airline
Support  Group,  Inc.  and  Subsidiaries on Form 10-K for the year ended May 31,
2001.  We hereby consent to the incorporation by reference of the aforementioned
report  in  this  Registration Statement of International Airline Support Group,
Inc.  and  Subsidiaries  on  Form  S-8.

/s/  Grant  Thornton  LLP

Miami,  Florida
April  2,  2002
EXHIBIT 99.1

                    International Airline Support Group, Inc.
                                   Broad-Based
                              Restricted Stock Plan

                                [attached hereto]

                                      -ii-

                    INTERNATIONAL AIRLINE SUPPORT GROUP, INC.

                                   BROAD-BASED

                              RESTRICTED STOCK PLAN
-ii-

                                TABLE OF CONTENTS

                                           Page
                                           ----
  1  BACKGROUND  AND  PURPOSE               1
  2  DEFINITIONS                            1
2.1     Board                               1
2.2     Change  in  Control                 1
2.3     Code                                3
2.4     Disabled                            3
2.5     Employee                            3
2.6     IASG                                3
2.7     1933  Act                           3
2.8     1934  Act                           3
2.9     Plan                                4
2.10     Restricted  Stock  Grant           4
2.11     Rule  16b-3                        4
2.12     Stock                              4
  3  SHARES  RESERVED  UNDER  PLAN          4
  4  EFFECTIVE  DATE                        5
  5  ADMINISTRATION                         5
  6  ELIGIBILITY                            5
  7  RESTRICTED  STOCK  GRANTS              6
7.1     Initial  Grants                     6
7.2     Issuance  of  Stock                 6
7.3     Voting  and  Other  Rights          7
7.4     Forfeitures                         7
7.5     Forfeited  Stock                    8
  8  NON-TRANSFERABILITY                    9
  9  RESALE  RESTRICTIONS                   9
  10  ADJUSTMENT                           10
10.1     Capital  Structure                10
10.2     Mergers                           10
10.3     Fractional  Shares                11
  11  AMENDMENT  OR  TERMINATION           11
  12  MISCELLANEOUS                        11
12.1     No  Contract  of  Employment      11
12.2     Withholding                       12
12.3     Construction                      12
12.4     Other  Conditions                 12
12.5     Rule  16b-3                       12
1
BACKGROUND  AND  PURPOSE
     The  purpose of this Plan is to promote the interest of IASG by authorizing
the  Board  to make Restricted Stock Grants to Employees in order to (1) attract
and  retain  Employees,  (2) provide an additional incentive to each Employee to
work  to  increase the value of Stock and (3) provide each Employee with a stake
in  the  future  of  IASG.
   2
DEFINITIONS
2.1     Board2.1     Board  --  means  the  Board  of  Directors  of  IASG.
        -----
2.2     Change  in  Control2.2     Change  in  Control  --  means:
        -------------------
     (1)     A  "person"  or  "group"  (within  the  meaning  of    13(d)  and
14(d)(2)  of  the  1934 Act) becomes, is determined by the Board (acting in good
faith)  to be, or files a report on Schedule 13D, 13G or 14D-2 (or any successor
schedule,  form  or report) disclosing that such person or group is the ultimate
"beneficial  owner"  (as defined in Rule 13d-3 under the 1934 Act) of securities
representing more than twenty-five percent (25%) of the combined voting power of
IASG's  then  outstanding  securities  ordinarily having the right to vote at an
election  of  directors; provided, however, that the acquisition by IASG, by its
subsidiaries,  by any employee benefit plan sponsored by IASG or by IASG's Chief
Executive  Officer  or  Chief  Operating Officer of securities representing more
than  twenty-five  percent  (25%)  of  such  voting power shall not constitute a
Change  in  Control;
     (2)     individuals who, on the effective date of this Plan, constitute the
members  of  the  Board (together with any new members who were appointed to the
Board  by  individuals  who,  on the effective date of this Plan, constitute the
members  of the Board or whose nomination for election to the Board was approved
by  the  then  incumbent Chairman of the Board and disregarding any director who
resigned from the Board in the ordinary course of business) cease for any reason
to  constitute  at  least seventy-five percent (75%) of the members of the Board
then  in  office;
(3)     the sale of all or substantially all of IASG's assets in one transaction
or  a  series  of  related  transactions  to  any  person  or  group;
(4)     IASG  is  merged,  consolidated  or  reorganized  into  or  with another
corporation  or  other  legal  person,  or  securities of IASG are exchanged for
securities  of  another corporation or other legal person, and immediately after
such  merger,  consolidation, reorganization or exchange less than fifty percent
(50%)  of  the  combined voting power of the then-outstanding securities of such
corporation  or  person immediately after such transaction are held, directly or
indirectly,  in  the  aggregate  by  the  holders of securities entitled to vote
generally  in the election of the members of the Board immediately prior to such
transaction;
(5)     the  stockholders  of  IASG  or  the  Board  shall  take  any  action in
contemplation  of  the  liquidation  or  dissolution  of  IASG;  or
     (6)     any  other transaction or series of related transactions occur that
have  substantially  the  effect  of  the  transactions  specified in any of the
preceding  sections  of  this  definition  of  a  Change  in  Control.
2.3     Code2.3     Code -- means the Internal Revenue Code of 1986, as amended.
        ----
2.4     Disabled  2.4     Disabled -- means a mental or physical condition which
        --------
an  Employee has on the date his or her employment with IASG terminates which in
the  judgment  of  IASG's  Chief Executive Officer acting in his or her absolute
discretion  or, if the affected Employee is such officer, in the judgment of the
Board  acting in its absolute discretion renders such Employee unable to perform
the  essential  functions  of  his  or  her  job.
2.5     Employee2.5     Employee  --  means each individual who is classified on
        --------
IASG's  payroll  and  personnel records as a regular, full-time employee of IASG
and  each  other  individual  who  is classified on IASG's payroll and personnel
records  as  an  employee  of IASG who the Board in its discretion determines to
treat  as  a  regular,  full-time  employee  of  IASG for purposes of this Plan.
2.6     IASG  2.6     IASG -- means International Airline Support Group, Inc., a
        ----
Delaware  corporation, and any successor to International Airline Support Group,
Inc.
2.7     1933  Act2.7     1933  Act  --  means  the  Securities  Act  of 1933, as
        ---------
amended.
2.8     1934  Act2.8     1934  Act -- means the Securities Exchange Act of 1934,
        ---------
as  amended.
2.9     Plan2.9     Plan -- means this International Airline Support Group, Inc.
        ----
     Broad-Based  Restricted  Stock  Plan as effective as of the date adopted by
the  Board  and  as  amended  from  time  to  time  thereafter.
2.10     Restricted  Stock Grant2.10     Restricted Stock Grant -- means a grant
         -----------------------
of  Stock  made  to  an  Employee  under   7.
2.11     Rule  16b-32.11     Rule  16b-3 -- means the exemption under Rule 16b-3
         -----------
to  Section  16(b)  of  the  1934  Act  or  any  successor  to  such  rule.
2.12     Stock2.12     Stock  --  means  the  common  stock, par value $.001 per
         -----
share,  of  IASG.
   3
SHARES  RESERVED  UNDER  PLAN
     There  shall  (subject  to   10)  be  167,800  shares of Stock reserved for
issuance  under this Plan.  Such shares of Stock shall be reserved to the extent
that  IASG  deems  appropriate  from authorized but unissued shares of Stock and
from  shares  of  Stock  that have been reacquired by IASG.  Any shares of Stock
which  have been issued as part of a Restricted Stock Grant which thereafter are
forfeited  under   7.4 shall again become available for issuance under 7.5.  Any
shares  of  Stock  used  to  satisfy  a  tax  withholding  obligation  shall not
thereafter  become  available  for  issuance  under  this  Plan.
   4
EFFECTIVE  DATE
     The  effective  date  of this Plan shall be the date of its adoption by the
Board.
   5
ADMINISTRATION
     This Plan shall be administered by IASG's Chief Executive Officer or his or
her  delegate.  IASG's  Chief  Executive  officer  acting in his or her absolute
discretion  shall  exercise  such powers and take such action (except for powers
and actions expressly reserved for the Board) as he or she deems appropriate and
proper  under  the  circumstance, including the power to interpret this Plan and
take such other action in the administration and operation of this Plan as he or
she  deems  equitable  under the circumstances, which action shall be binding on
IASG,  on each affected Employee and on each other person directly or indirectly
affected  by such action.  However, any decisions with respect to any Restricted
Stock  Grant  made to IASG's Chief Executive Officer shall be made by the Board.

   6
ELIGIBILITY
     Only  Employees  shall  be  eligible for Restricted Stock Grants under this
Plan.
   7
RESTRICTED  STOCK  GRANTS
7.1     Initial  Grants7.1     Initial  Grants.  The  Board  as of the effective
        ---------------
date  of  this  Plan  under   4  shall  make  a  Restricted Stock Grant to every
individual  who  is  an  Employee  on  such date.  All such grants shall be made
subject to all the terms and conditions of this Plan and shall be evidenced by a
     letter  to each such Employee from IASG's Chief Executive Officer or his or
her  delegate.  The Board in its discretion shall determine the number of shares
of  Stock  subject  to each such Restricted Stock Grant, but the total number of
shares  of  Stock  subject  to  all such Restricted Stock Grants shall equal the
number  of  shares  of  Stock  reserved  for  issuance  under  this  Plan.
7.2     Issuance  of  Stock7.2     Issuance of Stock.  The Stock subject to each
        -------------------
Restricted  Stock  Grant  shall (subject to   12.4) be issued in the name of the
Employee  as  of  the  date  that the Employee properly executes the irrevocable
stock  power  in  favor  of  IASG which IASG presents to such Employee and which
gives  IASG  the  right  to forfeit the shares of Stock subject to such grant in
accordance  with   7.4, and no Stock shall be issued under this Plan in the name
of an Employee if he or she fails to execute such irrevocable stock power.  Such
     irrevocable  stock power shall expire if and when the Stock subject to such
stock  power  no  longer  is subject to forfeiture under   7.4.  Each such stock
certificate  which  represents  shares  of  Stock issued as part of a Restricted
Stock  Grant  shall  be  held by IASG until the related Stock has been forfeited
under   7.4  or such Stock is no longer subject to forfeiture under   7.4.  IASG
shall (subject to   9 and   12.4) deliver the stock certificate which represents
shares  of  Stock  which  no longer are subject to forfeiture under   7.4 to the
Employee  to  whom  the  related  Restricted  Stock  Grant  was  made as soon as
practicable  after  such  shares  no  longer  are  subject  to  forfeiture.
7.3     Voting  and  Other  Rights7.3     Voting  and Other Rights.  An Employee
        --------------------------
shall  have  the  right  to vote all the shares of Stock subject to a Restricted
Stock  Grant  made to that Employee while the Stock remains issued in his or her
name  and  shall  have  the right to receive any cash dividends declared on such
Stock  while  such  Stock  remains issued in his or her name.  Any distributions
made  with  respect  to any Stock subject to a Restricted Stock Grant other than
cash  dividends  shall be held by IASG subject to the same forfeiture conditions
as  the  Stock subject to the related Restricted Stock Grant and either shall be
forfeited  under   7.4  when  the  Stock  subject  to such grant is forfeited or
delivered  to  the  Employee  when  the  Stock subject to the grant is no longer
subject  to  forfeiture.
7.4     Forfeitures7.4     Forfeitures.  An  Employee  shall forfeit 100% of the
        -----------
Stock  subject to each and every Restricted Stock Grant made to such Employee if
his  or her employment with IASG terminates for any reason whatsoever before the
fifth anniversary of the effective date of this Plan under   4 unless (1) his or
     her  employment  with  IASG  terminates as a result of his or her death, in
which event the Stock subject to each of his or her outstanding Restricted Stock
Grants  shall  become  non-forfeitable  on  the  date  his  or her employment so
terminates,  (2) his or her employment terminates because he or she is Disabled,
in  which  event  the Stock subject to each of his or her outstanding Restricted
Stock  Grants  shall become non-forfeitable on the date his or her employment so
terminates or (3) there is a Change in Control, in which event the Stock subject
to  each  outstanding Restricted Stock Grant shall become non-forfeitable on the
date  of such Change in Control.  Each and every share of Stock which is subject
to  an  outstanding  Restricted  Stock  Grant  which was forfeitable immediately
before  the fifth anniversary of the effective date of this Plan under   4 shall
become  non-forfeitable  on  the  fifth  anniversary  of  such  effective  date.
7.5     Forfeited Stock7.5     Forfeited Stock.  The Board as of the last day of
        ---------------                       -
     IASG's  fiscal  year  (and as of any other date or dates in a calendar year
which the Board acting in its absolute discretion selects) shall make Restricted
Stock Grants with respect to the shares of Stock which have been forfeited under
7.4  and which are then available for issuance under   3.  Whenever a Restricted
Stock  Grant  is made under this   7.5 to any Employee, a grant shall be made as
of  the same date to every other individual who is an Employee on such date, and
each  such  grant  shall be made subject to all the terms and conditions of this
Plan  and shall be evidenced by a letter to each such Employee from IASG's Chief
Executive  Officer  or  his  or her delegate.  The Board in its discretion shall
determine  the  number  of shares of Stock subject to each such Restricted Stock
Grant,  but  the total number of shares of Stock subject to all Restricted Stock
Grants  made  as  of  any  date  shall  equal the number of shares of Stock then
available  for  issuance  under   3.
   8
NON-TRANSFERABILITY
     No  Stock  subject  to  a  Restricted  Stock Grant which remains subject to
forfeiture  under   7.4 shall (absent the Board's consent) be transferable by an
Employee  other  than by will or by the laws of descent and distribution and, if
the  Board  consents to such a transfer, the person or persons to whom the Stock
is  transferred  thereafter  shall  be treated as the Employee and the shares of
Stock  so  transferred  shall  remain subject to all the terms and conditions of
this  Plan.  The  person  or persons to whom Stock subject to a Restricted Stock
grant  is  transferred  by  will  or  by  the  laws  of descent and distribution
thereafter  shall  be  treated  as  the  Employee,  and  the  shares of Stock so
transferred  shall  remain  subject to all the terms and conditions of this Plan
   9
RESALE  RESTRICTIONS
     Each  Employee  who  is  an  officer  or  director of IASG shall be advised
through  the delivery of a copy of this Plan that the shares of Stock subject to
a  Restricted  Stock  Grant  made to him or to her have been registered with the
Securities  and  Exchange  Commission  under  the  1933  Act  in  a Registration
Statement  on  Form  S-8.  However,  each  such  Employee  also shall be advised
through the delivery of a copy of this Plan that, (i) because, such Employee may
be  deemed  to be an affiliate of IASG and (ii) because the sale or distribution
by  such Employee of such Stock has not been registered under the 1933 Act, such
Employee  may  not  sell,  transfer or otherwise dispose of Stock issued to such
Employee  unless  (x)  such  sale,  transfer  or  other  disposition  is made in
conformity with the volume and other limitations of the 1933 Act, (y) such sale,
transfer  or  other disposition has been registered under the 1933 Act or (z) in
the  written  opinion  of  counsel  reasonably  acceptable  to  IASG, such sale,
transfer  or  other  disposition is otherwise exempt from registration under the
1933  Act.
   10
ADJUSTMENT
10.1      Capital Structure 10.1

   Capital Structure.  The number, kind or class (or  any combination thereof)
of shares of Stock reserved under   3 and the
number, kind or class (or any combination thereof) of shares of Stock subject to
outstanding  Restricted  Stock  Grants  under this Plan shall be adjusted by the
Board in an equitable manner as determined by the Board to reflect any change in
the capitalization of IASG, including, but not limited to, such changes as stock
dividends  or  stock  splits.
10.2     Mergers10.2     Mergers.  The  Board  as  part  of  any  corporate
         -------
transaction described in   424(a) of the Code shall have the right to adjust (in
         -
     any  manner that the Board in its discretion deems consistent with   424(a)
of the Code) the number, kind or class (or any combination thereof) of shares of
Stock  reserved  under   3.  Furthermore,  the  Board  as  part of any corporate
transaction described in   424(a) of the Code shall have the right to adjust (in
any  manner  that  the Board in its discretion deems consistent with   424(a) of
the  Code)  the  number, kind or class (or any combination thereof) of shares of
Stock  subject  to  any  outstanding  Restricted  Stock  Grants.
10.3     Fractional  Shares10.3     Fractional  Shares.  If any adjustment under
         ------------------
this   10  would  create  a  fractional  share  of Stock or a right to acquire a
fractional  share  of  Stock, such fractional share shall be disregarded and the
number  of  shares  of  Stock reserved under this Plan and the number subject to
outstanding  Restricted Stock grants shall be the next lower number of shares of
Stock,  rounding  all fractions downward.  An adjustment made under this   10 by
the  Board  shall  be  conclusive  and  binding  on  all  affected  persons.
   11
AMENDMENT  OR  TERMINATION
     This  Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, the Board shall not
have  the  right  unilaterally  to  modify,  amend  or  cancel  any  outstanding
Restricted  Stock Grant unless the Employee to whom such grant was made consents
in  writing  to  such  modification,  amendment  or  cancellation.
   12
MISCELLANEOUS
12.1     No  Contract  of  Employment12.1     No  Contract  of  Employment.  A
         ----------------------------
Restricted  Stock Grant made to an Employee under this Plan shall not constitute
a contract of employment and shall not confer on an Employee any rights upon his
     or  her termination of employment in addition to those rights expressly set
forth  in  this  Plan.
12.2     Withholding12.2     Withholding.  Each  Restricted Stock Grant shall be
         -----------
made  subject to the condition that the Employee consents to whatever action the
Board directs to satisfy the minimum statutory federal and state tax withholding
     requirements, if any, that IASG determines are applicable to the Restricted
Stock  Grant  when  the  Stock  subject  to  such  grant no longer is subject to
forfeiture  under   7.4.
12.3     Construction12.3     Construction.  All  references to sections ( ) are
         ------------
to  sections  (  )  of this Plan unless otherwise indicated.  This Plan shall be
construed  under  the laws of the State of Delaware.  Each term set forth in   2
shall  have  the  meaning set forth opposite such term for purposes of this Plan
and, for purposes of such definitions, the singular shall include the plural and
     the  plural  shall  include  the  singular.
12.4     Other  Conditions12.4     Other  Conditions.  IASG  may require that an
         -----------------
Employee  (as a condition to the issuance of Stock as part of a Restricted Stock
Grant  or  the  delivery  of  the  stock certificate representing such shares of
Stock)  enter  into any agreement or make such representations prepared by IASG,
including  (without  limitation)  any  agreement  that restricts the transfer of
Stock  acquired  pursuant  to  a  Restricted  Stock  Grant  or  provides for the
repurchase  of  such  Stock  by  IASG.
12.5     Rule 16b-312.5     Rule 16b-3.  The Board shall have the right to amend
         ----------
     any  Restricted  Stock  Grant  or  to  withhold  or  otherwise restrict the
transfer  of  any  Stock  under  this  Plan  to  an  Employee as the Board deems
appropriate  in  order to satisfy any condition or requirement under Rule 16b-3.

     IN  WITNESS WHEREOF, IASG has caused its duly authorized officer to execute
this  Plan  to  evidence  its  adoption  of  this  Plan.

INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.

By:____________________________
Date:__________________________