SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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



                                February 11, 1997
                Date of Report (Date of earliest event reported)



                          FIELDS AIRCRAFT SPARES, INC.
             (Exact name of Registrant as specified in its charter)




        Utah                      0-27100                       95-4218263
        ----                      -------                       ----------
 (State or other          (Commission File Number)            (IRS Employer
  jurisdiction of                                              Identification
  Incorporation                                                     No.)

                               2251-A Ward Avenue
                              Simi Valley, CA 93005
                    (Address of principal executive offices)
                                   (Zip Code)



                                 (805) 583-0050
              (Registrant's telephone number, including area code)












Item 9.           Sales of Equity Securities Pursuant to Regulation S.

         On or about  February 11, 1997 and February 12, 1997,  Fields  Aircraft
Spares, Inc. (the "Company") received and accepted  subscription  agreements for
the sale of 15,400 units (the "Units"), representing 30,800 common shares of the
Company, par value $.05 per share (the "Common Shares"),  and 15,400 warrants to
acquire  15,400  Common  Shares  at  $6.25  per  share  (the  "Warrants"),   for
approximately  $200,200.  The Units were sold to accredited non-U.S.  persons in
reliance on Regulation S. The Warrants are  exercisable at any time prior to the
second  anniversary of their issuance.  Etablissement  Pour Le Placement  Prive,
Zurich  Switzerland,  acted as the Company's  placement agent in connection with
the offering.  The Units were offered as part of the Company's original offering
of up to 200,000 Units.

         As reported on the  Company's  8-K of December 27, 1996,  146,000 Units
were sold for $1,898,000 in September and October 1996. In addition, the Company
received subscriptions for 12,883 Units in December 1996. However,  funding with
respect  to  10,000  of such  Units  was  never  made and the  subscription  was
cancelled.  Therefore, a total of 164,283 Units of the 200,000 offered have been
subscribed for in the offering.


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                                   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.

                                          FIELDS AIRCRAFT SPARES, INC.



Date:  February 21, 1997                  By /s/Alan M. Fields
                                             ------------------
                                             Alan M. Fields, President

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