SECURITITES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20594


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                                 March 18, 1998
                Date of Report (Date of earliest event reported)


                       UNITED STATES AIRCRAFT CORPORATION
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


         0-9974                                          95-3518487
(Commission File Number)                       (IRS Employer Identification No.)

3121 E. Greenway Rd. #201, Phoenix, AZ                      85032
(Address of principal executive offices)                  (Zip Code)


                                 (602) 765-0500
               Registrant's telephone number, including area code


         (Former name or former address, if changed since last report.)

ITEM 5. OTHER EVENTS

On June 30, 1998, the Board of Directors of United States Aircraft  Corporation,
the Registrant,  ("USAC") agreed to an Exchange Agreement with Neo Vision,  Inc.
("Neo  Vision")  pursuant  to which USAC was to acquire  all of the  outstanding
shares of Neo Vision in exchange for shares of USAC.  In approving  the Exchange
Agreement, the USAC Board considered, among other things, Neo Vision's projected
growth potential,  the quality of its existing locations,  its management depth,
and the ability to attract capital to the Neo Vision concept.

The USAC Board, at June 30, 1998,  believed the superior potential growth of Neo
Vision, compared to USAC's then-current lines of business, justified an exchange
ratio where the Neo Vision  shareholders would have an approximate 80% ownership
in USAC when the exchange was  completed.  Because USAC did not have  sufficient
authorized  shares,  the  Exchange  Agreement  provided  for the  issuance of an
initial  2,000,000  shares  of USAC  Class A Common  Stock at  closing,  and the
issuance of additional shares to bring their Neo Vision  shareholders'  interest
to 80% after  authorization of additional  shares at a special USAC stockholders
meeting.  A  preliminary  proxy for the special  stockholders  meeting  that was
originally  scheduled for September 24, 1998,  was filed with the Securities and
Exchange  Commission (the "SEC") in August 1998, and contained a  recommendation
to  the   stockholders  to  vote  for  the  amendments  to  the  Certificate  of
Incorporation of USAC that would allow the issuance of the additional  shares in
the form of a new class of Common  Stock ("New  Common  Stock").  USAC filed its
most recent amendments to the proxy statement with the SEC on February 16, 1999,
and received the most recent comment letter from the SEC on March 4, 1999.  This
proxy   statement   is   publicly   filed  at  the  SEC's   EDGAR  Web  site  at
http://www.sec.gov  and provides a detailed  description  of the  background and
reasons  for the terms of the  proposed  exchange  as set forth in the  Exchange
Agreement.

Subsequent to the most recent proxy  statement  being filed with the SEC, USAC's
management  became  concerned  as to whether the reasons  for  recommending  the
original  exchange ratio continued to be justified.  On March 8, 1999, a special
meeting of the Board of Directors of USAC was held to review the current  status
of the  proxy  for  the  special  stockholders  meeting  and to  make a  current
evaluation  of the Neo Vision  acquisition.  The Board  meeting was adjourned to
allow management and the Board to further evaluate the Neo Vision transaction.

As a  result  of the  further  evaluation,  the  USAC  Board  of  Directors  has
determined that a current  evaluation of the original  factors listed above does
not  justify an 80%  ownership  of USAC for the former Neo Vision  shareholders.
Accordingly,  the USAC Board of Directors has concluded  that they can no longer
recommend a vote to amend and restate the Company's Certificate of Incorporation
so as to authorize the New Common Stock to allow the  completion of the exchange
based on the proposed exchange ratio.  Further,  Harry V. Eastlick has announced
that based on his current  evaluation of the proposed  exchange  ratio, he would
not vote to amend and restate the Company's  Certificate of  Incorporation so as
to authorize the New Common Stock, which would defeat the proposal. The refiling
of  the  proxy  in  response  to the  most  recent  SEC  comments  is  therefore
unnecessary.

Section 5 of the June 30,  1998  Exchange  Agreement  provides  the  "Rights  of
Sellers to  Rescind"  if, " The  stockholders  of Buyer do not  approve  the New
Common Stock ".  Accordingly,  as a result of the non-approval of the New Common
Stock,  each of the six former Neo Vision  shareholders have a right to elect to
rescind the Exchange Agreement.  An election notice and form was provided to the
former Neo Vision shareholders on March 18, 1999 with the election to be made by
them no later than  March 31,  1999 as to  whether  they  elect to  rescind  the
Exchange Agreement.

If all of the  shareholders  elect to rescind they will return  their  2,000,000
shares of USAC  Class A Common  Stock and USAC would be  obligated  to return to
them the  6,250,000  shares of Neo Vision  Common  Stock it  acquired  from them
pursuant to the Exchange Agreement. If all of the former Neo Vision shareholders
elect not to rescind,  they would  continue to own the 2,000,000  shares of USAC
Class A Common  Stock and they would not receive any  additional  shares of USAC
Common  Stock  for  the  6,250,000  shares  of  Neo  Vision  Common  Stock  they
transferred  to USAC  under the June 30 , 1998  Exchange  Agreement.  USAC would
continue to own those  shares  representing  100% of the Neo Vision  outstanding
shares.  Depending  on the  election  of each Neo  Vision  shareholders,  USAC's
ownership could range from no interest in Neo Vision to continued 100% ownership
or a minority ownership interest or a majority ownership interest.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                     United States Aircraft Corporation
                                               (Registrant)


Date 3/26/99                         By: /s/ Harry V. Eastlick
                                         -------------------------------------
                                         Harry V. Eastlick, Executive Vice
                                         President and Chief Financial Officer