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): February 5, 1999

                             Fine Air Services Corp.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                       333-59359              65-083857
       ----------------                 ------------       ------------------
       (State or other                  (Commission         (I.R.S. Employer
        jurisdiction                    File Number)       Identification No.)
      of incorporation)

      2261 N.W. 67th Avenue
      Building 700
      Miami, Florida                                                  33122
      ----------------------------------------                      ----------
      (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (305) 871-6606

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

                           CURRENT REPORT ON FORM 8-K

                             FINE AIR SERVICES CORP.

                                February 5, 1999

Item 5. Other Events.

      On February 5, 1999 the Company entered into an agreement of purchase and
sale of assets (the "Asset Purchase Agreement") with International Air Leases of
PR, Inc., a Puerto Rico Corporation ("IALPR") and Anthony Tirri ("Tirri"), the
principal stockholder of IALPR. On the same date, the Company entered into a
separate stock purchase agreement (the "Stock Purchase Agreement") with IALPR
and the stockholders of IALPR. Under the terms of such agreements, the Company
agreed to purchase 100% of the capital stock (the "Arrow Stock") of Arrow Air,
Inc. ("Arrow"), a Florida Corporation and a Florida based international cargo
airline and certain assets generally consisting of (i) specified aircraft
consisting of three cargo L1011-200 aircraft, one passenger L1011-500 aircraft,
and twelve cargo DC8 aircraft and one passenger DC8 aircraft, (ii) servicable
and repairable Pratt & Whitney JT3D and JT8D aircraft engines, Rolls Royce RB211
aircraft engines and General Electric CF6 aircraft engines, (iii) inventories of
aircraft and engine parts and (iv) all inventories, parts, and related equipment
used in the operations of Arrow's airline business (collectively, the "Assets").
The purchase price for the Arrow Stock and the Assets is $115.0 million.

      Under the terms of the Asset Purchase Agreement, IALPR agreed, at the
option of the Company to market the sale of certain of the Assets which the
Company may elect to sell prior to June 8, 1999, and further agreed upon certain
values to be attributable to specified categories of such Assets. In the event
that the Company timely elects to sell such specified Assets and does not
receive the agreed upon minimum values (essentially 90% of the agreed upon
estimated fair market value of such Assets), then, within 90 days of the date on
which such Assets were offered for sale, IALPR has agreed to "make whole" the
Company for any short-fall in the actual net proceeds received from the sale of
such Assets. To secure such "make whole" obligation, the Company received first
mortgages on two Pratt & Whitney DC8 aircraft and one Pratt & Whitney DC10
aircraft which were not included in the purchased Assets.

      Arrow and the Assets to be acquired by the Company were formerly owned by
subsidiaries of International Air Leases, Inc. ("IAL"), a Delaware Corporation,
and its affiliated companies. Consummation of the transactions between the
Company and IALPR were subject to IALPR acquiring the capital stock of IAL and
its affiliates under a purchase agreement with the former owner of such
businesses, as well as obtaining certain government regulatory approvals.
<PAGE>

      In order to assist IALPR and its stockholders in completing its
acquisition of IAL and its affiliates, on February 10, 1999 the Company provided
IALPR with a $115.0 million loan (the "Loan") secured by first liens on all of
the Assets to be purchased under the Asset Purchase Agreement, certain other
aircraft, the personal guarantees of the IALPR stockholders, and a pledge of
100% of the capital stock of IALPR and all of its subsidiaries, including IAL
and its corporate affiliates. The Loan was evidenced by a 10% note (the "IALPR
Note") due on the earlier of April 1, 1999 or five business days following the
expiration or the termination of the waiting period under the Hart Scott Rodino
Antitrust Improvements Act of 1976 ("Hart Scott").

      IALPR consummated its acquisition of IAL and its affiliates on February
10, 1999. Following receipt of notice of early termination of the waiting period
under Hart Scott, on March 10, 1999, the Company completed the acquisition of
the Assets by cancellation of $100.0 million of principal amount of the IALPR
Note. The remaining $15.0 million outstanding on the IALPR Note and accrued
interest thereon will be retired at such time as the Company acquires the Arrow
Stock. The completion of the purchase of the Arrow Stock is subject only to
approval by the United States Department of Transportation (the "DOT") of the
change of ownership and transfer of Arrow's airline route certification. The
Company anticipates that DOT approval will be obtained prior to April 30, 1999.

      The terms of the Asset Purchase Agreement, the Stock Purchase Agreement,
the Loan, the IALPR Note and all transactions contemplated thereby, were
determined as a result of arm's-length negotiations between the parties to such
agreements and instruments.

      The information set forth above is qualified in its entirety by reference
to the following documents, each of which are incorporated in this Item 5 by
reference: (i) the Asset Purchase Agreement, and amendments thereto, a copy of
which is filed herewith as Exhibit 99.1; (ii) the Stock Purchase Agreement, a
copy of which is filed herewith as Exhibit 99.2; and (iii) the Loan Agreement, a
copy of which is filed herewith as Exhibit 99.3.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.

      (a)   Financial Statements of Business Acquired.

            Not Applicable.

      (b)   Pro Forma Financial Information.

            Not Applicable

      (c)   Exhibits.

<PAGE>

Exhibit No.                         Description
-----------                         -----------

99.1              Agreement of Purchase and Sale of Assets, dated as of February
                  5, 1999, as amended March 10, 1999 by and among Fine Air
                  Services Corp, International Air Leases of PR, Inc. and
                  Anthony Tirri.

99.2              Stock Purchase Agreement, dated as of February 5, 1999, by and
                  between Fine Air Services Corp, International Air Leases of
                  PR, Inc., Anthony Tirri, Jean Tirri, and John Ebert.

99.3              Loan Agreement dated as of February 5, 1999, by and between
                  Fine Air Services Corp., International Air Leases of PR, Inc.
                  and Anthony Tirri.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: March 25, 1999

                                          FINE AIR SERVICES CORP.


                                          By:   /s/ Orlando Machado
                                                --------------------------------
                                                Orlando Machado
                                                Senior Vice President and Chief
                                                Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                         Description
-----------                         -----------

99.1              Agreement of Purchase and Sale of Assets, dated as of February
                  5, 1999, as amended March 10, 1999 by and among Fine Air
                  Services Corp, International Air Leases of PR, Inc. and
                  Anthony Tirri.

99.2              Stock Purchase Agreement, dated as of February 5, 1999, by and
                  between Fine Air Services Corp, International Air Leases of
                  PR, Inc., Anthony Tirri, Jean Tirri, and John Ebert.

99.3              Loan Agreement dated as of February 5, 1999, by and between
                  Fine Air Services Corp., International Air Leases of PR, Inc.
                  and Anthony Tirri.
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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): February 5, 1999

                             Fine Air Services Corp.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                       333-59359              65-083857
       ----------------                 ------------       ------------------
       (State or other                  (Commission         (I.R.S. Employer
        jurisdiction                    File Number)       Identification No.)
      of incorporation)

      2261 N.W. 67th Avenue
      Building 700
      Miami, Florida                                                  33122
      ----------------------------------------                      ----------
      (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (305) 871-6606

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
CURRENT REPORT ON FORM 8-K

                             FINE AIR SERVICES CORP.

                                February 5, 1999

Item 5. Other Events.

      On February 5, 1999 the Company entered into an agreement of purchase and
sale of assets (the "Asset Purchase Agreement") with International Air Leases of
PR, Inc., a Puerto Rico Corporation ("IALPR") and Anthony Tirri ("Tirri"), the
principal stockholder of IALPR. On the same date, the Company entered into a
separate stock purchase agreement (the "Stock Purchase Agreement") with IALPR
and the stockholders of IALPR. Under the terms of such agreements, the Company
agreed to purchase 100% of the capital stock (the "Arrow Stock") of Arrow Air,
Inc. ("Arrow"), a Florida Corporation and a Florida based international cargo
airline and certain assets generally consisting of (i) specified aircraft
consisting of three cargo L1011-200 aircraft, one passenger L1011-500 aircraft,
and twelve cargo DC8 aircraft and one passenger DC8 aircraft, (ii) servicable
and repairable Pratt & Whitney JT3D and JT8D aircraft engines, Rolls Royce RB211
aircraft engines and General Electric CF6 aircraft engines, (iii) inventories of
aircraft and engine parts and (iv) all inventories, parts, and related equipment
used in the operations of Arrow's airline business (collectively, the "Assets").
The purchase price for the Arrow Stock and the Assets is $115.0 million.

      Under the terms of the Asset Purchase Agreement, IALPR agreed, at the
option of the Company to market the sale of certain of the Assets which the
Company may elect to sell prior to June 8, 1999, and further agreed upon certain
values to be attributable to specified categories of such Assets. In the event
that the Company timely elects to sell such specified Assets and does not
receive the agreed upon minimum values (essentially 90% of the agreed upon
estimated fair market value of such Assets), then, within 90 days of the date on
which such Assets were offered for sale, IALPR has agreed to "make whole" the
Company for any short-fall in the actual net proceeds received from the sale of
such Assets. To secure such "make whole" obligation, the Company received first
mortgages on two Pratt & Whitney DC8 aircraft and one Pratt & Whitney DC10
aircraft which were not included in the purchased Assets.

      Arrow and the Assets to be acquired by the Company were formerly owned by
subsidiaries of International Air Leases, Inc. ("IAL"), a Delaware Corporation,
and its affiliated companies. Consummation of the transactions between the
Company and IALPR were subject to IALPR acquiring the capital stock of IAL and
its affiliates under a purchase agreement with the former owner of such
businesses, as well as obtaining certain government regulatory approvals.
In order to assist IALPR and its stockholders in completing its
acquisition of IAL and its affiliates, on February 10, 1999 the Company provided
IALPR with a $115.0 million loan (the "Loan") secured by first liens on all of
the Assets to be purchased under the Asset Purchase Agreement, certain other
aircraft, the personal guarantees of the IALPR stockholders, and a pledge of
100% of the capital stock of IALPR and all of its subsidiaries, including IAL
and its corporate affiliates. The Loan was evidenced by a 10% note (the "IALPR
Note") due on the earlier of April 1, 1999 or five business days following the
expiration or the termination of the waiting period under the Hart Scott Rodino
Antitrust Improvements Act of 1976 ("Hart Scott").

      IALPR consummated its acquisition of IAL and its affiliates on February
10, 1999. Following receipt of notice of early termination of the waiting period
under Hart Scott, on March 10, 1999, the Company completed the acquisition of
the Assets by cancellation of $100.0 million of principal amount of the IALPR
Note. The remaining $15.0 million outstanding on the IALPR Note and accrued
interest thereon will be retired at such time as the Company acquires the Arrow
Stock. The completion of the purchase of the Arrow Stock is subject only to
approval by the United States Department of Transportation (the "DOT") of the
change of ownership and transfer of Arrow's airline route certification. The
Company anticipates that DOT approval will be obtained prior to April 30, 1999.

      The terms of the Asset Purchase Agreement, the Stock Purchase Agreement,
the Loan, the IALPR Note and all transactions contemplated thereby, were
determined as a result of arm's-length negotiations between the parties to such
agreements and instruments.

      The information set forth above is qualified in its entirety by reference
to the following documents, each of which are incorporated in this Item 5 by
reference: (i) the Asset Purchase Agreement, and amendments thereto, a copy of
which is filed herewith as Exhibit 99.1; (ii) the Stock Purchase Agreement, a
copy of which is filed herewith as Exhibit 99.2; and (iii) the Loan Agreement, a
copy of which is filed herewith as Exhibit 99.3.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.

      (a)   Financial Statements of Business Acquired.

            Not Applicable.

      (b)   Pro Forma Financial Information.

            Not Applicable

      (c)   Exhibits.
Exhibit No.                         Description
-----------                         -----------

99.1              Agreement of Purchase and Sale of Assets, dated as of February
                  5, 1999, as amended March 10, 1999 by and among Fine Air
                  Services Corp, International Air Leases of PR, Inc. and
                  Anthony Tirri.

99.2              Stock Purchase Agreement, dated as of February 5, 1999, by and
                  between Fine Air Services Corp, International Air Leases of
                  PR, Inc., Anthony Tirri, Jean Tirri, and John Ebert.

99.3              Loan Agreement dated as of February 5, 1999, by and between
                  Fine Air Services Corp., International Air Leases of PR, Inc.
                  and Anthony Tirri.
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: March 25, 1999

                                          FINE AIR SERVICES CORP.

                                          By:   /s/ Orlando Machado
                                                --------------------------------
                                                Orlando Machado
                                                Senior Vice President and Chief
                                                Financial Officer
EXHIBIT INDEX

Exhibit No.                         Description
-----------                         -----------

99.1              Agreement of Purchase and Sale of Assets, dated as of February
                  5, 1999, as amended March 10, 1999 by and among Fine Air
                  Services Corp, International Air Leases of PR, Inc. and
                  Anthony Tirri.

99.2              Stock Purchase Agreement, dated as of February 5, 1999, by and
                  between Fine Air Services Corp, International Air Leases of
                  PR, Inc., Anthony Tirri, Jean Tirri, and John Ebert.

99.3              Loan Agreement dated as of February 5, 1999, by and between
                  Fine Air Services Corp., International Air Leases of PR, Inc.
                  and Anthony Tirri.