OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).

1.	Name and Address of Reporting Person*	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Gold, Matthew L.(Last) (First) (Middle)		Pemco Aviation Group Inc. (PAGI)
	27 Albatross Lane (Street)	4.	Statement for Month/Day/Year				5.	If Amendment, Date of Original (Month/Day/Year)
			11/6/02
		6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	Rockport, TX 78382 (City)        (State)        (Zip)		x	Director	x	10% Owner		x	Form Filed by One Reporting Person
			o	Officer (give title below)				o	Form Filed by More than One Reporting Person
			o	Other (specify below)

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock (1)

11/6/02

S

700,009

D

$14,500,000

274,951(2)

D

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned   (e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative Security (Instr. 3)

2.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date (Month/Day/Year)

3A.

Deemed Execution Date, if any (Month/Day/Year)

4.

Transaction Code (Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

Code

V

(A)

(D)

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

7.

Title and Amount of Underlying Securities (Instr. 3 and 4)

8.

Price of Derivative Security (Instr. 5)

9.

Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

(1) On November 6, 2002, TCO/PSI, LLC, a Delaware limited liability company ("TCO/PSI") was dissolved (the "TCO/PSI Liquidation"). TCO/PSI's assets consisted of 1,026,909 shares of Pemco Aviation Group, Inc. common stock (the "Common Stock"). In connection with the TCO/PSI Liquidation, Matthew L. Gold received 700,000 shares of Common Stock (the "Liquidation Shares") in consideration of the dissolution of his membership interest in TCO/PSI. On November 6, 2002, immediately following the TCO/PSI Liquidation, Mr. Gold entered into a Stock Purchase Agreement pursuant to which Massachusetts Mutual Life Insurance Company, TSCP Selective, L.P. and Tower Square Capital Partners, L.P. purchased the Liquidation Shares from Mr. Gold for an aggregate amount equal to $14,500,000 in cash (the "Stock Purchase Agreement").

(2) Immediately following the consummation of the transaction contemplated by the Stock Purchase Agreement, Mr. Gold beneficially owns 274,951 shares of Common Stock (or approximately 6.3% of the outstanding shares of Common Stock) consisting solely of options to purchase 274,951 shares of Common Stock that are exercisable within 60 days of November 6, 2002.

/s/ Matthew Gold	11/8/02
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Page 4