As filed with the Securities and Exchange Commission on November 8, 1999

                                                      REGISTRATION NO. 333-13979

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                         POST EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    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  No.)

                          1954 AIRPORT ROAD, SUITE 200
                             ATLANTA, GEORGIA 30341
                   -----------------------------------------
                    (Address of principal executive offices)

                INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AMENDED
                  1996 LONG TERM INCENTIVE AND SHARE AWARD 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:

                               GEORGE MURNANE III
              EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
                    INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
                          1954 AIRPORT ROAD, SUITE 200
                             ATLANTA, GEORGIA  30341
                                 (770) 455-7575

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                Proposed          Proposed
 Title  of                      Amount          Maximum           Maximum            Amount  of
 Securities  to                 To  be          Offering Price    Aggregate          Registration
 be  Registered                 Registered      Per  Share        Offering  Price    Fee
<S>                             <C>            <C>              <C>                 <C>
Common  Stock,
     par value $.001 per share    237,000       $4.125(1)         $977,625(1)        $271.78
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing the registration fee
pursuant to Rule 457(h) on the basis of the exercise price of the options issued
pursuant  to  the  1996 Long Term Incentive and Share Award Plan under which the
Securities  are  offered.

     THE  CONTENTS  OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE
NO.  333-13979),  AS  AMENDED,  ARE HEREBY INCORPORATED INTO THIS POST-EFFECTIVE
AMENDMENT  NO.  2  BY  THIS  REFERENCE.

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  8.     EXHIBITS

5.1     --     Opinion  of  King  &  Spalding  regarding  the  validity  of  the
securities  being  registered.

23.1     --     Consent  of  King  &  Spalding (included as part of Exhibit 5.1)

23.2     --     Consent  of  Grant  Thornton  LLP


<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8  and has duly caused this Post
Effective  Amendment  No. 2 to Registration Statement to be signed on its behalf
by  the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia  on  the  8th  day  of  November,  1999.


INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.


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

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement  has  been  signed by the following persons in the
capacities  indicated  as  of  the  8th  day  of  November,  1999.

     Signature                         Title
     ---------                         -----


                                        Chairman  of  the  Board,  President
                                        and  Chief Executive Officer and
                                        Director
/s/  Alexius  A.  Dyer  III
---------------------------
Alexius  A.  Dyer  III


                                        Executive  Vice  President,  Chief
                                        Operating  Officer  and  Director
/s/  George  Murnane  III
-------------------------
George  Murnane  III


                                        Chief  Financial  Officer
                                       (Chief  Accounting  Officer)
/s/  James  M.  Isaacson
------------------------
James  M.  Isaacson

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

E.  James  Mueller
/s/  F.  Dixon  McElwee,  Jr.           Director
-----------------------------
F.  Dixon  McElwee,  Jr.

<PAGE>
                                     ------

                                   EXHIBIT 5.1

<PAGE>


                         [Letterhead of King & Spalding]



                         404/572-4600     404/572-5100


                                November 8, 1999

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

Re:     Registration  Statement  on  Form  S-8
        --------------------------------------

Ladies  and  Gentlemen:

     We have acted as counsel for International Airline Support Group, Inc. (the
"Company")  in  connection  with  the  preparation  and filing of Post-Effective
Amendment  No.  2  (the  "Amendment") to the Company's Registration Statement on
Form  S-8  (File  No. 333-13979) (the "Registration Statement"), relating to the
registration  by  the  Company under the Securities Act of 1933, as amended (the
"Act"),  of  237,000  shares  of the Company's Common Stock, par value $.001 per
share  (the  "Common  Stock"),  to  be  issued  by the Company from time to time
pursuant  to  the  Company's  1996  Long  Term  Incentive  and Share Award Plan.

     In connection with this opinion, we have considered such matters of law and
examined  the  originals  or  copies,  certified  or otherwise identified to our
satisfaction,  of  such  documents  and  corporate  and  other  records and have
obtained  such  certificates,  letters, representations and information from the
officers,  directors  and  employees  of  the Company and from others as we have
deemed  necessary  or  appropriate to enable us to render the opinions expressed
herein.

     Based  upon  and  in  reliance  upon  the  foregoing,  and  subject  to the
qualifications and assumptions set forth below, it is our opinion that, when (a)
the  Amendment has become effective in accordance with the Act and the rules and
regulations  thereunder and (b) the Common Stock has been duly delivered against
payment  therefor  or  receipt  by  the Company of such lawful consideration for
which  shares of the Common Stock to be issued by the Company has occurred, then
the Common Stock will be (i) duly authorized and (ii) legally issued, fully paid
and  nonassessable.

     Our  opinion  is  limited  by  and  subject  to  the  following:

     (a)     In  rendering our opinion we have assumed that, at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing  and  in  good  standing  under  the  laws  of  the  State of Delaware.

     (b)     In  our  examination of all documents, certificates and records, we
have  assumed  without  investigation  the  authenticity and completeness of all
documents  submitted  to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity and completeness of the
originals  of all documents submitted to us as copies.  We have also assumed the
genuineness  of  all  signatures,  the  legal  capacity  of natural persons, the
authority  of  all  persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents  by  the  parties  thereto  other  than  the  Company.

     (c)     Our  opinion  is  based  solely  on  and  limited  to  the  General
Corporation  Law  of the State of Delaware and federal laws of the United States
of  America.  We  express  no  opinion as to the laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to the
Registration  Statement.

     Very  truly  yours,



     /s/  King  &  Spalding


<PAGE>
                                  EXHIBIT 23.2



<PAGE>
                                     ------
                                AUDITOR'S CONSENT
                                -----------------


We  have  issued  our  report dated July 20, 1999, accompanying the consolidated
financial  statements  and  schedule  appearing  in  the  Annual  Report  of
International  Airline Support Group, Inc. and Subsidiaries on Form 10-K for the
year ended May 31, 1999.  We hereby consent to the incorporation by reference of
the aforementioned report in the Registration Statement of International Airline
Support  Group,  Inc. and Subsidiaries on Post Effective Amendment No. 2 to Form
S-8  (Registration No. 333-13979) and to the use of our name as it appears under
the  caption  "Experts."


/s/  Grant  Thornton  LLP

Fort  Lauderdale,  Florida
November  4,  1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10107}]
{"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": "333-90523", "film-number": "99743331"}, "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 November 8, 1999

                                                      REGISTRATION NO. 333-13979

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                         POST EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    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  No.)

                          1954 AIRPORT ROAD, SUITE 200
                             ATLANTA, GEORGIA 30341
                   -----------------------------------------
                    (Address of principal executive offices)

                INTERNATIONAL AIRLINE SUPPORT GROUP, INC. AMENDED
                  1996 LONG TERM INCENTIVE AND SHARE AWARD 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:

                               GEORGE MURNANE III
              EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
                    INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
                          1954 AIRPORT ROAD, SUITE 200
                             ATLANTA, GEORGIA  30341
                                 (770) 455-7575

                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
 Title  of                      Amount          Maximum           Maximum            Amount  of
 Securities  to                 To  be          Offering Price    Aggregate          Registration
 be  Registered                 Registered      Per  Share        Offering  Price    Fee
Common  Stock,
     par value $.001 per share    237,000       $4.125(1)         $977,625(1)        $271.78
(1)     Estimated  solely  for  the  purpose  of  computing the registration fee
pursuant to Rule 457(h) on the basis of the exercise price of the options issued
pursuant  to  the  1996 Long Term Incentive and Share Award Plan under which the
Securities  are  offered.

     THE  CONTENTS  OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (FILE
NO.  333-13979),  AS  AMENDED,  ARE HEREBY INCORPORATED INTO THIS POST-EFFECTIVE
AMENDMENT  NO.  2  BY  THIS  REFERENCE.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  8.     EXHIBITS

5.1     --     Opinion  of  King  &  Spalding  regarding  the  validity  of  the
securities  being  registered.

23.1     --     Consent  of  King  &  Spalding (included as part of Exhibit 5.1)

23.2     --     Consent  of  Grant  Thornton  LLP
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8  and has duly caused this Post
Effective  Amendment  No. 2 to Registration Statement to be signed on its behalf
by  the undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia  on  the  8th  day  of  November,  1999.

INTERNATIONAL  AIRLINE  SUPPORT  GROUP,  INC.

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

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement  has  been  signed by the following persons in the
capacities  indicated  as  of  the  8th  day  of  November,  1999.

     Signature                         Title
     ---------                         -----

                                        Chairman  of  the  Board,  President
                                        and  Chief Executive Officer and
                                        Director
/s/  Alexius  A.  Dyer  III
---------------------------
Alexius  A.  Dyer  III

                                        Executive  Vice  President,  Chief
                                        Operating  Officer  and  Director
/s/  George  Murnane  III
-------------------------
George  Murnane  III

                                        Chief  Financial  Officer
                                       (Chief  Accounting  Officer)
/s/  James  M.  Isaacson
------------------------
James  M.  Isaacson

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

E.  James  Mueller
/s/  F.  Dixon  McElwee,  Jr.           Director
-----------------------------
F.  Dixon  McElwee,  Jr.
------

                                   EXHIBIT 5.1
[Letterhead of King & Spalding]

                         404/572-4600     404/572-5100

                                November 8, 1999

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

Re:     Registration  Statement  on  Form  S-8
        --------------------------------------

Ladies  and  Gentlemen:

     We have acted as counsel for International Airline Support Group, Inc. (the
"Company")  in  connection  with  the  preparation  and filing of Post-Effective
Amendment  No.  2  (the  "Amendment") to the Company's Registration Statement on
Form  S-8  (File  No. 333-13979) (the "Registration Statement"), relating to the
registration  by  the  Company under the Securities Act of 1933, as amended (the
"Act"),  of  237,000  shares  of the Company's Common Stock, par value $.001 per
share  (the  "Common  Stock"),  to  be  issued  by the Company from time to time
pursuant  to  the  Company's  1996  Long  Term  Incentive  and Share Award Plan.

     In connection with this opinion, we have considered such matters of law and
examined  the  originals  or  copies,  certified  or otherwise identified to our
satisfaction,  of  such  documents  and  corporate  and  other  records and have
obtained  such  certificates,  letters, representations and information from the
officers,  directors  and  employees  of  the Company and from others as we have
deemed  necessary  or  appropriate to enable us to render the opinions expressed
herein.

     Based  upon  and  in  reliance  upon  the  foregoing,  and  subject  to the
qualifications and assumptions set forth below, it is our opinion that, when (a)
the  Amendment has become effective in accordance with the Act and the rules and
regulations  thereunder and (b) the Common Stock has been duly delivered against
payment  therefor  or  receipt  by  the Company of such lawful consideration for
which  shares of the Common Stock to be issued by the Company has occurred, then
the Common Stock will be (i) duly authorized and (ii) legally issued, fully paid
and  nonassessable.

     Our  opinion  is  limited  by  and  subject  to  the  following:

     (a)     In  rendering our opinion we have assumed that, at the time of each
issuance and sale of the Common Stock, the Company will be a corporation validly
existing  and  in  good  standing  under  the  laws  of  the  State of Delaware.

     (b)     In  our  examination of all documents, certificates and records, we
have  assumed  without  investigation  the  authenticity and completeness of all
documents  submitted  to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity and completeness of the
originals  of all documents submitted to us as copies.  We have also assumed the
genuineness  of  all  signatures,  the  legal  capacity  of natural persons, the
authority  of  all  persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents  by  the  parties  thereto  other  than  the  Company.

     (c)     Our  opinion  is  based  solely  on  and  limited  to  the  General
Corporation  Law  of the State of Delaware and federal laws of the United States
of  America.  We  express  no  opinion as to the laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to the
Registration  Statement.

     Very  truly  yours,

     /s/  King  &  Spalding
EXHIBIT 23.2
------
                                AUDITOR'S CONSENT
                                -----------------

We  have  issued  our  report dated July 20, 1999, accompanying the consolidated
financial  statements  and  schedule  appearing  in  the  Annual  Report  of
International  Airline Support Group, Inc. and Subsidiaries on Form 10-K for the
year ended May 31, 1999.  We hereby consent to the incorporation by reference of
the aforementioned report in the Registration Statement of International Airline
Support  Group,  Inc. and Subsidiaries on Post Effective Amendment No. 2 to Form
S-8  (Registration No. 333-13979) and to the use of our name as it appears under
the  caption  "Experts."

/s/  Grant  Thornton  LLP

Fort  Lauderdale,  Florida
November  4,  1999