UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-QSB/A

(Mark One)

 [x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                OR

 [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ________________________________


              Commission file number                 0-27100

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

           UTAH                                    95-4218263
State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization                     Identification No.)

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

                           (805) 583-0080
       (Registrant's telephone number, including area code)

------------------------------------------------------------------------------

       ---------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 14 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

              APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

      Class of Stock                             Amount Outstanding
$.05 par value Common Shares                   984,352 Common Shares
                                                  at June 30, 1996

<PAGE>
                   PART II.  OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

       None

ITEM 2.CHANGES IN SECURITIES.

       None

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

       The      Company's          subsidiary,      Fields     Aircraft   Spares
       Incorporated,  a California  corporation  ("FAS-CA")  was in default with
       Norwest Business Credit, Inc. ("Norwest"),  its primary lender, at May 1,
       1996.  The Loan  Agreement with Norwest as of May 1, 1996 permitted up to
       $7,239,000  to be drawn  on the loan  against  eligible  receivables  and
       inventory.  As of May 1, 1996, the Company had outstanding  approximately
       $7,336,000.  Norwest has  subsequently  agreed that FAS may have drawn at
       any one time up to  $150,000 in excess of the  available  line of credit,
       such excess to be eliminated during May 1996.

       FAS was also in default with Norwest at June 30, 1996. The Loan Agreement
       with  Norwest  required  of the  Company  as of June  30,  1996,  to have
       achieved net earnings from  operations  for the six months ending on that
       date of $150,000  whereas the Company had a net loss from  operations for
       that period of $679,000. Norwest has indicated to  the  Company  that  it
       does not intend to take any  action  as  a  result of the default but has
       reserved its rights to take any appropriate action at any time. 

       The Company's  credit  facility with Norwest expires in February 1998 but
       is payable  on demand by  Norwest.  Accordingly,  Norwest  could  require
       repayment of all amounts owed by the Company at any time.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       None

ITEM 5.OTHER INFORMATION.

       In June, 1996,  FAS-CA entered into a Third Amendment to Credit Agreement
       with Norwest,  whereby,  among other things, the interest rate payable to
       Norwest was increased to prime to 5.5%.
<PAGE>

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits
            
            Exhibit 27 - Finacial Data Schedule

            Those  exhibits  previously  filed with the  Securities and Exchange
            Commission  as  required  by  Item  601  of   Regulation   S-K,  are
            incorporated  herein by reference in accordance  with the provisions
            of Rule 12b-32.

       (b)  Reports on Form 8-K

            A current  report on Form 8-K, dated April 17, was filed  during the
 quarter.



<PAGE>


                            SIGNATURE


          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.



Date: November 14, 1996


                                   FIELDS AIRCRAFT SPARES, INC.



                                   By: /s/ Alan M. Fields
                                       Alan M. Fields,
                                       President and Principal
                                       Executive Officer



                                    By: /s/ Lawrence J. Troyna
                                        Lawrence J. Troyna, Principal Financial
                                        Officer