AVIATION GROUP INC
8-A12G, 1997-08-07
AIR TRANSPORTATION, SCHEDULED
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                              AVIATION GROUP, INC.
             (Exact name of Registrant as specified in its charter)


               TEXAS                                  75-2631373
      (State of Incorporation                      (I.R.S. Employer       
          or Organization)                        Identification No.)
                                                   

                      700 NORTH PEARL STREET, SUITE 2170
                              DALLAS, TEXAS              75201
              (Address of Principal Executive Offices) (Zip Code)


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


         NOT APPLICABLE                             NOT APPLICABLE             
    (Title of Each Class to be                 (Name of Each Exchange on       
         so Registered)                  Which Each Class is to be Registered) 
                                            

     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]


     If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.  [ ]


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


                          COMMON STOCK, $.01 PAR VALUE
                                (Title of Class)


                   REDEEMABLE COMMON STOCK PURCHASE WARRANTS
                                (Title of Class)





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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Reference is made to the Registration Statement No. 333-22727 under the
Securities Act of 1933 on Form SB-2 of Aviation Group, Inc., as amended, and
the Prospectus included therein (the "Registration Statement"). The discussion
and information set forth in the Registration Statement under the captions
"Description of Securities--Common Stock" and "--Warrants" are incorporated
herein by reference in response to this Item 1.

ITEM 2.  EXHIBITS.

Exhibit No.   Description

      1       Articles of Incorporation of Aviation Group, Inc., as amended*

      2       Amended and Restated Bylaws of Aviation Group, Inc.*

      3       Warrant Agreement between Aviation Group, Inc. and Continental 
              Stock Transfer and Trust Company, together with the form of 
              warrant certificate attached thereto*

      4       Form of certificate for Common Stock*

- ----------------------------
*     Incorporated by reference from Form SB-2 Registration Statement 
      (File No. 333-22727) of Aviation Group, Inc.







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<PAGE>   3


                                   SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

     Date:   August 7, 1997.

                                        AVIATION GROUP, INC.



                                        By: /s/ LEE SANDERS
                                            -----------------------------------
                                            Lee Sanders, President



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