UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: International Airline Support Group, Inc.
Title of Class of Securities: Common Stock, $.001 par value
CUSIP Number: 458865 201
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Hannah H. Strasser
Cardinal Capital Management, L.L.C.
One Fawcett Place
Greenwich, Connecticut 06830
(Date of Event which Requires Filing of this Statement)
September 23, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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<PAGE>
CUSIP No. 458865 201
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Cardinal Capital Management, L.L.C.
2. Check the appropriate box if a member of a group
a.
b. x
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
8. Shared Voting Power
0
9. Sole Dispositive Power
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
14. Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 458865 201
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Cardinal Recovery Partners, L.P.
2. Check the appropriate box if a member of a group
a.
b. x
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
8. Shared Voting Power
0
9. Sole Dispositive Power
10. Shared Dispositive Power
0
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<PAGE>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
The Reporting Persons are filing this Amendment No. 1 to
Schedule 13D to report that their beneficial ownership of shares
of Common Stock (the "Shares") of International Airline Support
Group, Inc. (the "Company") is less than 5%.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Cardinal Capital and the
Partnership are deemed to be the beneficial owners of 0 Shares.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Cardinal Capital and the
Partnership are deemed to be the beneficial owners of 0 Shares.
Based on the Company's most recent Form 10-K, there are believed
to be 2,395,095 Shares outstanding. Cardinal Capital and the
Partnership are deemed to be the beneficial owners of 0% of the
outstanding Shares.
The transactions in the Shares that were effected during
the past 60 days by the Reporting Persons are described in
Exhibit A attached hereto.
The Reporting Persons ceased to be beneficial owners of
more than 5% of the Shares on September 23, 1997.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Transactions in Common Stock.
Exhibit B: Joint Filing Agreement.
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<PAGE>
Signature
Each of the undersigned, after reasonable inquiry and to
the best of each of their knowledge and belief, certifies that
the information set forth in this statement is true, complete and
correct.
November 7, 1997
Cardinal Capital Management, L.L.C.
By: /s/ Anne C. Yobage
Cardinal Recovery Partners, L.P.
By: Cardinal Capital Management, L.L.C.,
General Partner
By: /s/ Anne C. Yobage
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01269001.AF5
EXHIBIT A
Daily Transactions* - Common Stock
Trade Date Number of Shares Price Per Share
8/08/97 (25,000) $7.446
8/12/97 (25,000) 7.949
9/22/97 (113,000) 8.440
9/23/97 (351,386) 8.450
___________________
* Each transaction listed above was an open market
transaction.
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01269001.AF5
Exhibit B
AGREEMENT
The undersigned agree that this Schedule 13D dated
November 7, 1997 relating to the shares of common stock of
International Airline Support Group, Inc. should be filed on
behalf of the undersigned.
Cardinal Capital Management, L.L.C.
By: /s/ Anne C. Yobage
Cardinal Recovery Partners, L.P.
By: Cardinal Capital Management,
L.L.C., General Partner
By: /s/ Anne C. Yobage
10
01269001.AF5
