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)    JUNE 2, 1997
                                                    ---------------

                          FIRST AMERICAN RAILWAYS, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

   NEVADA                           33-14751-D                      87-0443800
 ------------                    ----------------                --------------
(State of                        (Commission File                 (IRS Employer
Incorporation)                        Number)                    Identification
                                                                      Number)

           3700 NORTH 29TH AVENUE, SUITE 202, HOLLYWOOD, FLORIDA 33020
           -----------------------------------------------------------
           (Address of principal executive offices of the registrant)

Registrant's telephone number, including area code: (954) 920-0606
                                                    --------------


                 ----------------------------------------------
              (Former name or former address, if changed since last
                                     report)


<PAGE>



ITEM 9.           SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         On June 2, 1997, the Company sold 52 units consisting of 337,500 shares
of common stock and $2.6 million (principal amount) 8% convertible  subordinated
notes (the "Notes")  pursuant to Regulation S. These  securities were sold for a
total  consideration  of $2.6 million.  Total  underwriting  commissions paid on
these units was  $260,000  along with a  non-accountable  expense  allowance  of
$52,000. These securities were sold to the following persons:

         1.       Bank Austria Sparkasse der Stadt;

         2.       Bank Sarasin & Co.;

         3.       Lancer Offshore Inc.;

         4.       Lancer Voyager;

         5.       Cass & Co. - Magnum Capital Growth Fund;

         6.       Cass & Co. - Magnum U.S. Equity Fund; and

         7.       Volksbank Kufstein Reg. Gem. M.B.H.

         The  Company  has  sold all of the  foregoing  securities  pursuant  to
Regulation  S and only to  persons  who are  "non-U.S.  Persons"  as  defined in
Regulation S.

         The Notes may be converted,  at the option of the holders  thereof,  at
any time during the five-year term thereof.  The  conversion  price is $3.50 per
share. In addition,  those persons  investing in 40 or more units ($2 million or
more) will receive a Note which  contains the foregoing  conversion  provisions,
and in addition,  which provides that the conversion thereof in shares of common
stock may be  compelled  by the  Company  if, (i) such  shares to be held by the
investor are registered  under the Securities Act, (ii) a current  prospectus is
available  for the sale of such shares,  and (iii) the closing bid price for the
Company's  common stock is at least $4.50 per share for at least 20  consecutive
trading days, ending on the fifth trading day prior to the date of the Company's
notice of conversion.

                                        2
<PAGE>
                                   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 thereunto duly authorized.

                                             FIRST AMERICAN RAILWAYS, INC.



DATE:  JUNE 17, 1997                          BY:  /S/ DONALD P. CUMMING
                                                  -------------------------
                                                  Donald P. Cumming, Vice
                                                  President and Acting Chief 
                                                  Financial Officer



                                        3
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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)    JUNE 2, 1997
                                                    ---------------

                          FIRST AMERICAN RAILWAYS, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

   NEVADA                           33-14751-D                      87-0443800
 ------------                    ----------------                --------------
(State of                        (Commission File                 (IRS Employer
Incorporation)                        Number)                    Identification
                                                                      Number)

           3700 NORTH 29TH AVENUE, SUITE 202, HOLLYWOOD, FLORIDA 33020
           -----------------------------------------------------------
           (Address of principal executive offices of the registrant)

Registrant's telephone number, including area code: (954) 920-0606
                                                    --------------

                 ----------------------------------------------
              (Former name or former address, if changed since last
                                     report)
ITEM 9.           SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         On June 2, 1997, the Company sold 52 units consisting of 337,500 shares
of common stock and $2.6 million (principal amount) 8% convertible  subordinated
notes (the "Notes")  pursuant to Regulation S. These  securities were sold for a
total  consideration  of $2.6 million.  Total  underwriting  commissions paid on
these units was  $260,000  along with a  non-accountable  expense  allowance  of
$52,000. These securities were sold to the following persons:

         1.       Bank Austria Sparkasse der Stadt;

         2.       Bank Sarasin & Co.;

         3.       Lancer Offshore Inc.;

         4.       Lancer Voyager;

         5.       Cass & Co. - Magnum Capital Growth Fund;

         6.       Cass & Co. - Magnum U.S. Equity Fund; and

         7.       Volksbank Kufstein Reg. Gem. M.B.H.

         The  Company  has  sold all of the  foregoing  securities  pursuant  to
Regulation  S and only to  persons  who are  "non-U.S.  Persons"  as  defined in
Regulation S.

         The Notes may be converted,  at the option of the holders  thereof,  at
any time during the five-year term thereof.  The  conversion  price is $3.50 per
share. In addition,  those persons  investing in 40 or more units ($2 million or
more) will receive a Note which  contains the foregoing  conversion  provisions,
and in addition,  which provides that the conversion thereof in shares of common
stock may be  compelled  by the  Company  if, (i) such  shares to be held by the
investor are registered  under the Securities Act, (ii) a current  prospectus is
available  for the sale of such shares,  and (iii) the closing bid price for the
Company's  common stock is at least $4.50 per share for at least 20  consecutive
trading days, ending on the fifth trading day prior to the date of the Company's
notice of conversion.

                                        2
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 thereunto duly authorized.

                                             FIRST AMERICAN RAILWAYS, INC.

DATE:  JUNE 17, 1997                          BY:  /S/ DONALD P. CUMMING
                                                  -------------------------
                                                  Donald P. Cumming, Vice
                                                  President and Acting Chief 
                                                  Financial Officer

                                        3