As filed with the Securities and Exchange Commission on June 7, 1999

                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                          FIRST AVIATION SERVICES INC.
             (Exact name of registrant as specified in its charter)
                               -------------------

           Delaware                                            06-1419064
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                               15 Riverside Avenue
                        Westport, Connecticut 06880-4214
                            Telephone: (203) 291-3300
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                FIRST AVIATION SERVICES INC. STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                Michael C. Culver
                               15 Riverside Avenue
                        Westport, Connecticut 06880-4214
                            Telephone: (203) 291-3300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                               -------------------

                                    Copy to:
                             Fredrick S. Green, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                                          Proposed       Proposed
                                          maximum        maximum
Title of                  Amount          offering       aggregate    Amount of
securities                to be           price          offering     registration
to be registered          registered(1)   per share(2)   price(2)     fee(2)
----------------------------------------------------------------------------------
<S>                       <C>             <C>            <C>          <C>
Common Stock, par
value $0.01 per share     400,000        $5-9/16         $2,225,200    $619
----------------------------------------------------------------------------------
</TABLE>

(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.

(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon average of
      the high and low prices of the Common Stock on June 3, 1999, as reported
      on the National Association of Securities Dealers Automated Quotation
      System National Market System.

================================================================================
<PAGE>




                                EXPLANATORY NOTE


     On April 25, 1997 First Aviation Services Inc. (the "Company") filed a
Registration Statement on Form S-8 (Registration No. 333-25915), the contents of
which are hereby incorporated by reference, covering 400,000 shares of the
Company's common stock, par value $0.01 (the "Common Stock") for issuance
pursuant to awards granted under the First Aviation Services Inc. Stock
Incentive Plan, as amended (the "Plan").

     At the Company's Annual Meeting of Stockholders held on August 25, 1997,
the stockholders approved an amendment to the Plan increasing the number of
shares of Common Stock that could be issued under the Plan to 800,000. The
purpose of this Registration Statement is to register the additional 400,000
shares of Common Stock available for award under the Plan, as previously
approved by the Company's stockholders.




<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westport, State of Connecticut, on this 7th day of
June, 1999.

                                               First Aviation Services Inc.


                                               By: /s/ Michael C. Culver
                                                   -----------------------------
                                                   Michael C. Culver
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Michael
C. Culver, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>

Signature                          Title                                                  Date
---------                          -----                                                  ----
<S>                                <C>                                                    <C>
/s/ Aaron P. Hollander             Chairman of the Board                                  June 7, 1999
----------------------
Aaron P. Hollander


/s/ Michael C. Culver              Chief Executive Officer and Director                   June 7, 1999
---------------------
Michael C. Culver


/s/ John A. Marsalisi              Chief Financial Officer and Director                   June 7, 1999
----------------------             (Principal Financial and Accounting Officer)
John A. Marsalisi


/s/ Joshua S. Friedman             Director                                               June 7, 1999
----------------------
Joshua S. Friedman


/s/ Robert L. Kirk                 Director                                               June 7, 1999
------------------
Robert L. Kirk


/s/ Charles B. Ryan                Director                                               June 7, 1999
-------------------
Charles B. Ryan

</TABLE>



<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit
Number         Description
------         -----------
<S>            <C>
4.1            Restated Certificate of Incorporation (incorporated by reference
               and filed as an Exhibit to the Company's Registration Statement
               on Form S-1 (No. 333-18647), as amended, (the "S-1 Registration
               Statement").

4.2            Restated Bylaws (incorporated by reference and filed as an
               Exhibit to the Company's S-1 Registration Statement).

4.3            First Aviation Services Inc. Stock Incentive Plan (incorporated
               by reference and filed as an Exhibit to the S-1 Registration
               Statement).

4.4            Amendment No. 1 to the First Aviation Services Inc. Stock
               Incentive Plan (incorporated by reference and filed as an Exhibit
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended January 31, 1998).

5.             Opinion of Weil, Gotshal & Manges LLP (opinion of counsel).

23.1           Consent of Ernst & Young LLP, Independent Auditors.

23.2           Consent of Weil, Gotshal & Manges LLP, (included in Exhibit 5).

24.            Power of Attorney (included as part of the signatures page to
               this Registration Statement and incorporated herein by
               reference).

</TABLE>
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{"company-data": {"conformed-name": "FIRST AVIATION SERVICES INC", "cik": "0001025743", "assigned-sic": "3724", "irs-number": "061419064", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80125", "film-number": "99641494"}, "business-address": {"street1": "15 RIVERSIDE AVE", "city": "WESTPORT", "state": "CT", "zip": "06880-4214", "phone": "2032913303"}, "mail-address": {"street1": "15 RIVERSIDE AVE", "city": "WESTPORT", "state": "CT", "zip": "06880-4214"}}
As filed with the Securities and Exchange Commission on June 7, 1999

                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                          FIRST AVIATION SERVICES INC.
             (Exact name of registrant as specified in its charter)
                               -------------------

           Delaware                                            06-1419064
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                               15 Riverside Avenue
                        Westport, Connecticut 06880-4214
                            Telephone: (203) 291-3300
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                FIRST AVIATION SERVICES INC. STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                Michael C. Culver
                               15 Riverside Avenue
                        Westport, Connecticut 06880-4214
                            Telephone: (203) 291-3300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                               -------------------

                                    Copy to:
                             Fredrick S. Green, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------
                                          Proposed       Proposed
                                          maximum        maximum
Title of                  Amount          offering       aggregate    Amount of
securities                to be           price          offering     registration
to be registered          registered(1)   per share(2)   price(2)     fee(2)
----------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share     400,000        $5-9/16         $2,225,200    $619
----------------------------------------------------------------------------------
(1)   Plus such indeterminate number of shares of Common Stock of the Registrant
      as may be issued to prevent dilution resulting from stock dividends, stock
      splits or similar transactions in accordance with Rule 416 under the
      Securities Act of 1933.

(2)   Pursuant to Rule 457(h), the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon average of
      the high and low prices of the Common Stock on June 3, 1999, as reported
      on the National Association of Securities Dealers Automated Quotation
      System National Market System.

================================================================================
EXPLANATORY NOTE

     On April 25, 1997 First Aviation Services Inc. (the "Company") filed a
Registration Statement on Form S-8 (Registration No. 333-25915), the contents of
which are hereby incorporated by reference, covering 400,000 shares of the
Company's common stock, par value $0.01 (the "Common Stock") for issuance
pursuant to awards granted under the First Aviation Services Inc. Stock
Incentive Plan, as amended (the "Plan").

     At the Company's Annual Meeting of Stockholders held on August 25, 1997,
the stockholders approved an amendment to the Plan increasing the number of
shares of Common Stock that could be issued under the Plan to 800,000. The
purpose of this Registration Statement is to register the additional 400,000
shares of Common Stock available for award under the Plan, as previously
approved by the Company's stockholders.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westport, State of Connecticut, on this 7th day of
June, 1999.

                                               First Aviation Services Inc.

                                               By: /s/ Michael C. Culver
                                                   -----------------------------
                                                   Michael C. Culver
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Michael
C. Culver, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                          Title                                                  Date
---------                          -----                                                  ----
/s/ Aaron P. Hollander             Chairman of the Board                                  June 7, 1999
----------------------
Aaron P. Hollander

/s/ Michael C. Culver              Chief Executive Officer and Director                   June 7, 1999
---------------------
Michael C. Culver

/s/ John A. Marsalisi              Chief Financial Officer and Director                   June 7, 1999
----------------------             (Principal Financial and Accounting Officer)
John A. Marsalisi

/s/ Joshua S. Friedman             Director                                               June 7, 1999
----------------------
Joshua S. Friedman

/s/ Robert L. Kirk                 Director                                               June 7, 1999
------------------
Robert L. Kirk

/s/ Charles B. Ryan                Director                                               June 7, 1999
-------------------
Charles B. Ryan
EXHIBIT INDEX
Exhibit
Number         Description
------         -----------
4.1            Restated Certificate of Incorporation (incorporated by reference
               and filed as an Exhibit to the Company's Registration Statement
               on Form S-1 (No. 333-18647), as amended, (the "S-1 Registration
               Statement").

4.2            Restated Bylaws (incorporated by reference and filed as an
               Exhibit to the Company's S-1 Registration Statement).

4.3            First Aviation Services Inc. Stock Incentive Plan (incorporated
               by reference and filed as an Exhibit to the S-1 Registration
               Statement).

4.4            Amendment No. 1 to the First Aviation Services Inc. Stock
               Incentive Plan (incorporated by reference and filed as an Exhibit
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended January 31, 1998).

5.             Opinion of Weil, Gotshal & Manges LLP (opinion of counsel).

23.1           Consent of Ernst & Young LLP, Independent Auditors.

23.2           Consent of Weil, Gotshal & Manges LLP, (included in Exhibit 5).

24.            Power of Attorney (included as part of the signatures page to
               this Registration Statement and incorporated herein by
               reference).