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

                                  April 5, 1999
                ------------------------------------------------
                Date of Report (Date of earliest event reported)


                       United States Aircraft Corporation
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             (Exact name of registrant as specified in its charter)


                                    Delaware
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                 (State or other jurisdiction of incorporation)


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


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


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


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

ITEM 5. OTHER EVENTS

On March 18, 1999,  an election  notice and form related to the right of each of
the six former Neo Vision, Inc. ("Neo Vision")  shareholders to elect to rescind
the June 30, 1998 Exchange  Agreement among United States  Aircraft  Corporation
("USAC) and such  shareholders  (the "Exchange  Agreement")  was provided to the
former  Neo  Vision  shareholders.  The  discussion  of the right of each of the
former Neo  Vision  shareholders  to  rescind  the  Exchange  Agreement  and the
delivery of that election  notice and form was previously  reported in the March
18, 1999 Form 8-K filed with the Securities and Exchange Commission on March 26,
1999.  The  election  notice  required  the  former  shareholders  to make their
election by March 31, 1999 and provided that if USAC did not receive an election
to rescind the Exchange  Agreement  from a Neo Vision  shareholder  by March 31,
1999, then USAC would treat the shareholder as having elected not to rescind the
exchange  of their Neo Vision  shares for the shares of Class A Common  Stock of
USAC issued pursuant to the Exchange Agreement.

All six of the former Neo Vision shareholders have either elected not to rescind
or  did  not  respond.  Accordingly,  USAC  will  continue  to own  100%  of the
outstanding  shares of Neo Vision for which USAC has issued  2,000,000 shares of
its  Class A common  stock  and in  accordance  with the  terms of the  Exchange
Agreement,  USAC will  issue no  additional  shares to the six former Neo Vision
shareholders.

In light of the above, the USAC Board intends to evaluate its alternatives  with
respect to the now completed  acquisition  of Neo Vision,  Neo Vision's  ongoing
business  and  obligations,  and USAC's  currently  filed  proxy  statement.  In
particular,  the USAC  board may amend  the  proxy  statement  to hold a special
stockholders  meeting at which  authorization  by the USAC  stockholders  of the
following matters, among other things, may be requested:

       (i)    the  reclassification of the USAC Class A Common Stock and Class B
              Common  Stock into a single new class of Common Stock ("New Common
              Stock") and the  authorization of a sufficient number of shares of
              New Common Stock to satisfy ongoing business purposes:

       (ii)   authorization of shares of preferred stock; and

       (iii)  adoption and approval of a stock option plan.

                                   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  4/5/99                       By: /s/ Harry V. Eastlick
                                      -------------------------------------
                                      Harry V. Eastlick, Executive Vice
                                      President and Chief Financial Officer