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

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-12

FIRST AVIATION SERVICES INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[First Aviation Services Inc. logo]

IMMEDIATE ATTENTION - YOUR VOTE IS IMPORTANT

June 7, 2004

Dear First Aviation stockholder:

We, the members of the board of directors (the "Board") of First Aviation
Services Inc. (the "Company" or "FAvS"), are writing to ask for your support at
the Annual Meeting of Stockholders on June 15, 2004. This year, The Wynnefield
Group, a dissident stockholder group controlled by Nelson Obus, is mounting a
proxy contest against your Board.

There are ONLY A FEW DAYS LEFT to make your vote count. If you have not voted
and followed the Board's recommendations, PLEASE VOTE TODAY.

THE BOARD URGES YOU TO VOTE "FOR" THE BOARD'S TWO NOMINEES FOR ELECTION AS
DIRECTORS, MR. MICHAEL C. CULVER AND MR. ROBERT L. KIRK, AND TO VOTE "AGAINST"
THE CUMULATIVE VOTING PROPOSAL.

o SIGN AND RETURN ONLY THE COMPANY'S WHITE PROXY CARD OR VOTING INSTRUCTION
FORM.

o THROW AWAY AND DO NOT USE ANY PROXY CARD OR VOTING INSTRUCTIONS YOU RECEIVE
FROM THE WYNNEFIELD GROUP.

If you have any questions or require voting assistance, please call D. F. King &
Co., Inc., which is assisting the Board, toll free at 1-800-628-8536.

THE CURRENT DIRECTORS OF THE COMPANY, INCLUDING THE BOARD'S NOMINEES FOR
RE-ELECTION, ARE A GROUP OF INDIVIDUALS DEDICATED TO CREATING LONG-TERM VALUE
FOR ALL STOCKHOLDERS.

Each of the Board members has significant experience in the aerospace industry
and/or extensive operating and financial expertise. Specifically, the Board's
nominees: Robert Kirk was the chairman of British Aerospace Holdings, Inc.; and
Michael Culver co-founded FAvS and serves as its CEO and President since 1995.
In addition, a majority of the Board is independent. All of the non-employee
directors have chosen to receive their compensation for service to the Company
as directors in shares of the Company's common stock instead of cash, and none
of the current directors has ever sold any shares.

FIRST AVIATION'S STOCK PRICE HAS INCREASED SIGNIFICANTLY DURING THE PAST 12
MONTHS.

The price of the Company's stock increased over 36% during the 12-month period
ending April 29, 2004. The Board believes this increase is in large part a
result of the steps the Company has taken under the direction of the incumbent
management and the Board, as well as the reviving economy and stock market.

WE THUS ASK FOR YOUR CONTINUING SUPPORT. Your vote is important. Please take a
moment to SIGN, DATE and PROMPTLY RETURN your WHITE proxy card or voting
instruction form in the postage-paid envelope provided.

Very truly yours,

The Board of Directors

FIRST AVIATION SERVICES INC.
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15 Riverside Avenue o Westport, CT 06880-4214
Tel: 203-291-3300 o Fax: 203-291-3330

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IMPORTANT

THE BOARD RECOMMENDS THAT STOCKHOLDERS REJECT THE WYNNEFIELD GROUP'S PROXY
SOLICITATION.

THE BOARD URGES STOCKHOLDERS TO VOTE FOR THE ELECTION OF THE
BOARD'S NOMINEES AND AGAINST THE STOCKHOLDER PROPOSAL. YOU CAN VOTE YOUR SHARES
IN FAVOR OF THE BOARD'S NOMINEES AND AGAINST THE STOCKHOLDER PROPOSAL BY SIGNING
AND DATING THE ENCLOSED WHITE PROXY CARD OR VOTING INSTRUCTION FORM AND
RETURNING IT IN THE POSTAGE-PAID RETURN ENVELOPE. If you receive this letter
with a voting instruction form from your broker, bank or other nominee, please
vote in accordance with the Board's recommendations, and sign, date and mail the
enclosed voting instruction form in the postage-paid envelope provided. Because
of the proxy contest mounted by The Wynnefield Group, your broker will not be
able to vote your shares at the Annual Meeting regarding either the election of
directors or the stockholder proposal unless it receives your specific voting
instructions - so please have your vote counted.

IF YOU RECEIVE A PROXY CARD OR VOTING INSTRUCTIONS FROM THE WYNNEFIELD GROUP,
THE COMPANY'S BOARD OF DIRECTORS ASKS THAT YOU DISCARD IT. BUT JUST IN CASE YOU
ALREADY SENT IN THEIR PROXY CARD OR VOTING INSTRUCTIONS, WE URGE YOU TO SIGN AND
RETURN THE BOARD'S WHITE PROXY CARD OR VOTING INSTRUCTIONS PROMPTLY. YOUR LATER
DATED WHITE PROXY CARD OR VOTING INSTRUCTIONS WILL REVOKE ANY PRIOR PROXY. IT IS
ONLY YOUR LATEST DATED PROXY WHICH COUNTS.

IF YOU HAVE ANY QUESTIONS OR REQUIRE VOTING ASSISTANCE,
PLEASE CALL D. F. KING & CO., INC., WHICH IS ASSISTING THE BOARD,
TOLL FREE AT 1-800-628-8536.

YOUR VOTE IS IMPORTANT. Please take a moment to SIGN, DATE and PROMPTLY RETURN
your WHITE proxy card or voting instruction form in the postage-paid envelope
provided.
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ADDITIONAL INFORMATION

First Aviation Services Inc. filed with the Securities and Exchange Commission
(SEC) on May 17, 2004, its definitive proxy statement for the 2004 Annual
Meeting of Stockholders. This document contains important information
concerning, among other things, the matters to be acted upon at the Annual
Meeting, the position of the Company's Board of Directors with respect to those
matters, and the participants in the solicitation of proxies on behalf of the
Board for that meeting. The Company may also file additional proxy solicitation
materials with the SEC. Stockholders are urged to read this important
information. You may obtain these documents free of charge at the SEC's website
(www.sec.gov). In addition, these documents may be obtained for free by
contacting Robert Costantini, Chief Financial Officer and Corporate Secretary,
First Aviation Services Inc., 15 Riverside Avenue, Westport, Connecticut 06880,
(203) 291-3300.

ANNUAL MEETING OF STOCKHOLDERS OF

FIRST AVIATION SERVICES INC.

JUNE 15, 2004

IMPORTANT

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

If you need assistance with voting,
please call D.F. King & Co, Inc.
toll free at 1-800-628-8536

| |
V Please detach and mail in the envelope provided. V

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED
BELOW, "FOR" PROPOSAL 2, AND "AGAINST" PROPOSAL 3. PLEASE SIGN, DATE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE x
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1. Election of two Directors for a term to expire at the Annual Meeting of
Stockholders in the year 2007 (Class II).

NOMINEES

|_| FOR ALL NOMINEES 01 - Michael C. Culver
02 - Robert L. Kirk
|_| WITHHOLD AUTHORITY
FOR ALL NOMINEES

|_| FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and write the name(s) of such nominee(s) in the space below:

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FOR AGAINST ABSTAIN

2. Ratification of the appointment of Ernst & Young [ ] [ ] [ ]
LLP as the independent auditors of First Aviation
Services Inc.

3. Stockholder proposal regarding cumulative voting [ ] [ ] [ ]
for director elections.

4. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ABOVE, FOR PROPOSAL 2, AND AGAINST PROPOSAL 3.

PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

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To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that [ ]
changes to the registered name(s) on the account may not be submitted via
this method

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Signature of Stockholder ________________________________ Date: _______________
Signature of Stockholder ________________________________ Date: _______________

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by
authorized person.

WHITE PROXY CARD

PROXY

FIRST AVIATION SERVICES INC.
15 RIVERSIDE AVE., WESTPORT, CONNECTICUT 06880

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Aaron P. Hollander and Michael C.
Culver as proxies, each with the power to appoint his or her substitute and
hereby authorizes each of them to vote, as designated on the reverse side, all
the shares of Common Stock of First Aviation Services Inc. held of record by the
undersigned on May 11, 2004 at the First Aviation Services Inc. Annual Meeting
of Stockholders to be held on June 15, 2004 or any adjournment thereof.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

ANNUAL MEETING OF STOCKHOLDERS OF

FIRST AVIATION SERVICES INC.

JUNE 15, 2004

IMPORTANT

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

If you need assistance with voting,
please call D.F. King & Co, Inc.
toll free at 1-800-628-8536

| |
V Please detach and mail in the envelope provided. V

1. Election of two Directors for a term to expire at the Annual Meeting of
Stockholders in the year 2007 (Class II).

NOMINEES

|_| FOR ALL NOMINEES 01 - Michael C. Culver
02 - Robert L. Kirk
|_| WITHHOLD AUTHORITY
FOR ALL NOMINEES

|_| FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and write the name(s) of such nominee(s) in the space below:

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FOR AGAINST ABSTAIN

2. Ratification of the appointment of Ernst & Young [ ] [ ] [ ]
LLP as the independent auditors of First Aviation
Services Inc.

3. Stockholder proposal regarding cumulative voting [ ] [ ] [ ]
for director elections.

PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

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Signature of Stockholder ________________________________ Date: _______________
Signature of Stockholder ________________________________ Date: _______________

VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 11:59 PM EASTERN TIME
THE DAY PRIOR TO ANNUAL MEETING DAY.

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

INTERNET TELEPHONE MAIL
HTTP://WWW.PROXYVOTE.COM 1-800-454-8683

Use the internet to vote your proxy. Have Use any touch-tone telephone to Mark, sign and date your
your proxy card in hand when you access OR vote your proxy. Have your proxy OR proxy card and return it in
the web site. The control number appears card in hand when you call. The the enclosed postage-paid
on the mailing label. control number appears on the envelope.
mailing label.

IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.

WHITE PROXY CARD

PROXY

FIRST AVIATION SERVICES INC.
15 RIVERSIDE AVE., WESTPORT, CONNECTICUT 06880

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)