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

Date of Report (Date of earliest event reported):    May 12, 1997
                                                     ------------



                         FISCHER-WATT GOLD COMPANY, INC.
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               (Exact name of registrant as specified in charter)


           NEVADA                0-17386               88-0227654
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(State or other jurisdiction   (Commission          (I.R.S. Employer
       of incorporation)        file number)         Identification No.)

1621 North 3rd Street, Suite. 1000    Coeur d'Alene, Idaho     83814
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     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code  208-664-6757
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Item 5.    Other Events

Pursuant to Rule 135c,  notice was given by the  registrant  that it has made an
offering of securities  not  registered  or required to be registered  under the
Securities Act of 1933 in the form of a news release, dated May 12, 1997, a copy
of which is filed with this report.

Item 7.    Financial Statements and Exhibits

(c) Exhibits

Exhibit       Item
No.           601 Code          Exhibit
- -------       --------          -------

1             99                News  release  dated May 12, 1997 announcing the
                                completion of the sale of approximately $454,000
                                net proceeds from the sale of 459,000 units.

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.

                                                Fischer-Watt Gold Company, Inc.



Dated May 21, 1997                              /s/   George Beattie
                                                --------------------------------
                                                President


                                 EXHIBIT INDEX



Exhibit       Item
No.           601 Code          Exhibit                                              Page No.
- -------       --------          -------                                              --------

                                                                                            
1             99                News  release  dated May 12, 1997 announcing the        4
                                completion of the sale of approximately $454,000
                                net proceeds from the sale of 459,000 units.