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

                                   FORM 10-QSB
(Mark One)

 [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 1999

                                       OR

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

For the transition period from _______________ to _______________

                         Commission file number 0-27100

                          FIELDS AIRCRAFT SPARES, INC.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)

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

               4175 Guardian Street, Simi Valley, California 93063
               ---------------------------------------------------
                    (Address of principal executive offices)

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


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

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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

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

      Class of Stock                              Amount Outstanding     
      --------------                              ------------------     
$.05 par value Common Shares                    2,483,781 Common Shares
                                                    at May 11, 1999

           TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):
                                 Yes       No X
                                     -----   ----

<PAGE>

FIELDS AIRCRAFT SPARES, INC.

TABLE OF CONTENTS



Part I - Financial information                                          Page No.

         Item 1.  Unaudited consolidated condensed financial statements

                  Balance sheet...........................................    1
                  Statement of operations.................................    2
                  Statement of cash flows.................................    3
                  Statement of shareholders' equity ......................    4
                  Notes to the financial statements ......................    5

         Item 2.  Management's discussion and analysis of
                  financial condition and results of operations............  12


Part II - Other information

          Item 1.  Legal proceedings.......................................  16
          Item 2.  Changes in securities...................................  16
          Item 3.  Defaults upon senior securities   ......................  17
          Item 4.  Submission of matters to a vote of security holders.....  17
          Item 5.  Other information.......................................  17
          Item 6.  Exhibits and reports on Form 8-K........................  17



                                       i
<PAGE>
<TABLE>
<CAPTION>

                          FIELDS AIRCRAFT SPARES, INC.
                UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
                       AS OF APRIL 2, AND JANUARY 1, 1999


ASSETS
                                                           April 2, 1999       January 1, 1999
                                                           -------------       ---------------
CURRENT ASSETS:
<S>                                                        <C>                 <C>            
  Cash and cash equivalents                                $      63,000       $       431,000
  Accounts receivable, less allowance for doubtful
    accounts of $178,000 and $191,000, respectively            4,342,000             5,057,000
  Inventory                                                   16,652,000            16,719,000
  Prepaid expenses                                                54,000               217,000
                                                           -------------       ---------------
        Total current assets                               $  21,111,000       $    22,424,000
                                                           -------------       ---------------
LAND, BUILDING AND EQUIPMENT:
  Land                                                     $     210,000       $       210,000
  Building and building improvements                           1,281,000             1,275,000 
  Furniture and equipment                                      3,255,000             3,177,000
                                                           -------------       ---------------
        Totals                                             $   4,746,000       $     4,662,000
  Less accumulated depreciation and amortization               1,133,000               969,000
                                                           -------------       ---------------
  Land, building and equipment, net                        $   3,613,000       $     3,693,000
                                                           -------------       ---------------
OTHER ASSETS:
  Debt issuance costs, net of accumulated
    amortization                                           $     952,000       $       910,000
  Goodwill, net of accumulated amortization                    3,237,000             3,297,000
  Other assets                                                   762,000               718,000
                                                           -------------       ---------------
         Total other assets                                $   4,951,000       $     4,925,000
                                                           -------------       ---------------
         Total assets                                      $  29,675,000       $    31,042,000
                                                           =============       ===============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                         $   3,168,000       $     3,469,000
  Accrued liabilities                                          1,017,000             1,320,000
  Current portion of notes and capital leases payable            340,000               260,000
                                                           -------------       ---------------
          Total current liabilities                        $   4,525,000       $     5,049,000
                                                           -------------       ---------------

LONG-TERM LIABILITIES:                                     $  19,804,000       $    19,917,000
                                                           -------------       ---------------
SHAREHOLDERS' EQUITY:
  Common shares                                            $     372,000       $       372,000
  Additional paid-in capital                                   9,365,000             9,365,000
  Retained deficit                                            (4,391,000)           (3,661,000)
                                                           -------------       ---------------
           Total shareholders' equity                      $   5,346,000       $     6,076,000
                                                           -------------       ---------------
           Total liabilities and shareholders'
             equity                                        $  29,675,000       $    31,042,000
                                                           =============       ===============
</TABLE>

                                       1
<PAGE>

                          FIELDS AIRCRAFT SPARES, INC.
           UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED APRIL 2, 1999 AND APRIL 3, 1998


                                           1999             1998
                                      ------------       ------------
SALES                                 $  5,291,000       $  5,596,000

COST OF SALES                            3,633,000          3,775,000
                                      ------------       ------------
GROSS PROFIT                          $  1,658,000       $  1,821,000

OPERATING EXPENSES                       1,708,000          1,235,000 
                                      ------------       ------------
INCOME FROM OPERATIONS                $    (50,000)      $    586,000

OTHER EXPENSE                              679,000            473,000
                                      ------------       ------------
INCOME (LOSS) BEFORE
  PROVISION FOR INCOME TAXES          $   (729,000)      $    113,000

PROVISION FOR INCOME TAXES                   1,000              3,000
                                      ------------       ------------
NET INCOME (LOSS)                     $   (730,000)      $    110,000
                                      ============       ============ 
NET INCOME (LOSS) PER SHARE
  (basic)                             $      (0.29)      $       0.06
                                      ============       ============ 
NET INCOME (LOSS) PER SHARE 
  (diluted)                           $      (0.29)      $       0.04 
                                      ============       ============ 


                                       2
<PAGE>
<TABLE>
<CAPTION>

                          FIELDS AIRCRAFT SPARES, INC.
           UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                        APRIL 2, 1999 AND APRIL 3, 1998


                                                                            1999             1998
                                                                      ------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>               <C>         
  Net (loss) income                                                   $   (730,000)     $    110,000
  Adjustments to reconcile net (loss) income to net cash used in
    operating activities:
  Depreciation and amortization                                            164,000            71,000
  Amortization expense                                                     222,000           167,000
  Decrease (increase) in accounts receivable                               715,000        (1,686,000)
  Decrease (increase) in inventory                                          67,000        (1,261,000)
  Decrease (increase) in prepaid expenses                                  163,000           (48,000)
  Increase in other assets                                                 (59,000)          (15,000)
  (Decrease) increase in accounts payable                                 (301,000)          605,000 
  (Decrease) increase in other accrued liabilities                        (303,000)          397,000
                                                                      ------------      ------------
    Net cash used in operating activities                             $    (62,000)     $ (1,660,000)
                                                                      ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                               $    (84,000)     $   (855,000)
  Acquisition of goodwill                                                                 (2,760,000)
                                                                      ------------      ------------
  Net cash used in investing activities                               $    (84,000)     $ (3,615,000)
                                                                      ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) borrowing on line of credit                          $   (777,000)     $  1,041,000 
  Principal payments on notes payable                                       (7,000)          (50,000)
  Borrowings on notes payable                                              751,000           135,000
  Costs associated with issuance of notes payable                         (189,000)
  Net proceeds from issuance of common shares                                              2,055,000
  Costs associated with the issuance of common shares                                       (257,000)
                                                                      ------------      ------------
  Net cash (used in) provided by financing activities                 $   (222,000)     $  2,924,000 
                                                                      ------------      ------------
NET DECREASE IN CASH                                                  $   (368,000)     $ (2,351,000)

CASH AND CASH EQUIVALENTS, January 1, 1999 and
  December 31, 1997                                                        431,000         6,071,000
                                                                      ------------      ------------
CASH AND CASH EQUIVALENTS, April 2, 1999 and April 3, 1998            $     63,000      $  3,720,000
                                                                      ============      ============
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                          FIELDS AIRCRAFT SPARES, INC.
      UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
           FOR THE THREE MONTHS ENDED APRIL 2, 1999 AND APRIL 3, 1998



                                         COMMON STOCK
                                   -------------------------
                                      NUMBER                  ADDITIONAL                        TOTAL
                                    OF SHARES                   PAID-IN        RETAINED     SHAREHOLDERS'
                                   OUTSTANDING       AMOUNT      CAPITAL        DEFICIT         EQUITY
                                   -----------       ------      -------        -------         ------
<S>                                 <C>             <C>        <C>            <C>             <C>       
BALANCES, January 1, 1999           2,483,781       $372,000   $9,365,000     $(3,661,000)    $6,076,000

Net loss                                                                         (730,000)      (730,000)
                                    ---------       --------   ----------     -----------     ----------
BALANCES, April 2, 1999             2,483,781       $372,000   $9,365,000     $(4,391,000)    $5,346,000 
                                    =========       ========   ==========     ===========     ==========

BALANCES, December 31, 1997         2,079,571       $351,000   $6,959,000     $(1,711,000)    $5,599,000

Issuance of common stock              210,664         11,000    1,186,000                      1,197,000

Net income                                                                        110,000        110,000
                                    ---------       --------   ----------     -----------     ----------
BALANCES, April 3, 1998             2,290,235       $362,000   $8,145,000     $(1,601,000)    $6,906,000
                                    =========       ========   ==========     ===========     ==========
</TABLE>

                                       4
<PAGE>

                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.  Basis of presentation

The consolidated  condensed  interim financial  statements  included herein have
been  prepared  by  the  Company,  without  audit,  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments  which,  in the  opinion  of  management,  are  necessary  for  fair
presentation of the information  contained  therein.  It is suggested that these
consolidated  condensed  financial  statements be read in  conjunction  with the
financial  statements and notes thereto  included in the Company's annual report
on Form  10-KSB/A for the year ended  January 1, 1999.  The Company  follows the
same accounting policies in preparation of interim reports.

 The consolidated  financial  statements include the accounts of Fields Aircraft
Spares,  Inc.  (FASI),  a Utah  corporation,  and its wholly owned  subsidiaries
Fields Aircraft  Spares  Incorporated  (FASC),  Flightways  Manufacturing,  Inc.
(FMI), Skylock Industries (Skylock) and Fields Aero Management,  Inc. (FAM). All
subsidiaries are California corporations.  All significant intercompany accounts
and activity have been eliminated.

The Company  manufactures,  distributes  and stocks  factory new cabin  interior
replacement  parts  applicable  to  various   commercial   aircraft  models  and
redistributes a wide variety of new and reconditioned aircraft parts.


2.  Change in accounting period

In March 1998, the Company  elected to change its reporting year to a 52-53 week
year ending on the Friday of the calendar  week  (beginning on Monday and ending
on Sunday) which  includes the last business day in December,  with each quarter
being  reported in a similar  fashion.  Accordingly,  this  financial  statement
includes the  balances as of April 2, 1999 and April 3, 1998 and the  activities
for the three  months then ended (and,  where  appropriate,  the  balances as of
January 1, 1999).


3.  Inventory

Inventory is valued at the lower of cost or market using the first-in, first-out
method.  Where a group of parts was purchased together as a lot, the cost of the
lot was allocated to the  individual  parts by  management  pro rata to the list
selling  price at the  time of  purchase.  Consistent  with  industry  practice,
inventory is carried as a current  asset but not all inventory is expected to be
sold within one year.

Inventory as of April 2 and January 1, 1999 consisted of the following:


                                          April 2, 1999        January 1, 1999
                                          -------------        ---------------

                 Raw materials               $1,001,000               $324,000
                 Work-in-process                975,000                839,000
                 Finished goods              14,676,000             15,556,000
                                           ------------           ------------
                        Total              $ 16,652,000           $ 16,719,000
                                           ============           ============

                                       5
<PAGE>

                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


4.  Segment reporting

The  Company  reports  its segment  information  based on types of products  and
services  produced.  The segments are based on a distribution and redistribution
basis and on a manufacturing basis. The manufacturing segment has two locations.
The summary  financial  information for the segments as of April 2, 1999 and for
the three months then ended is as follows (000's omitted):
<TABLE>
<CAPTION>

                                                    Distribution   Manufacturing    Corporate  Eliminations    Consolidated
                                                    and
                                                    redistribution
Assets
<S>                                                   <C>               <C>           <C>        <C>               <C>
    Cash                                                $                $     29     $     34    $                 $     63
    Accounts receivable, net                               2,410            1,932                                      4,342
    Inventory                                             14,690            1,962                                     16,652
    Other current assets                                      43               11                              
                                                                                                                          54
    Land, building and equipment, net                      1,577            2,036                                      3,613
    Other assets                                           1,981            3,523       12,555      (13,108)           4,951
                                                        --------         --------     --------    ---------         --------
        Total Assets                                    $ 20,701         $  9,493     $ 12,589    $ (13,108)        $ 29,675
                                                        ========         =======      =======    ==========        ========

Liabilities & shareholders' equity
    Current liabilities                                 $  2,844         $  1,575     $    155    $     (49)        $  4,525
    Long term liabilities                                 14,599            3,951        8,705       (7,451)          19,804
    Shareholders' equity                                   3,258            3,967        3,729       (5,608)           5,346
         Total liabilities & shareholders' equity  
                                                        --------         --------     --------    ---------         --------
                                                        $ 20,701         $  9,493     $ 12,589    $ (13,108)        $ 29,675
                                                        =========        ========      =======    =========         ========


    Net sales                                           $  3,517         $  1,774     $           $                 $  5,291
    Cost of sales                                          2,330            1,303                                      3,633
                                                        --------         --------     --------    ---------         --------
    Gross profit                                           1,187              471                                      1,658
    Operating expenses                                     1,139              475           94                         1,708
                                                        --------         --------     --------    ---------         --------
    Income (loss) from operations                             48               (4)         (94)                          (50)

    Interest expense                                         321               80           56                           457
    Amortization of debt issuance costs                      141                6                                        147
    Amortization  expense                                                      75                                         75
                                                        --------         --------     --------    ---------         --------
    Income (loss) before taxes                              (414)            (165)         (15)                         (729)   

    Provision for taxes                                        1                                                           1
                                                        --------         --------     --------    ---------         --------
        Net Income (loss)                               $   (415)        $   (165)    $   (150)   $                 $   (730)
                                                        ========         ========     ========    =========         ========
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>

                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


The comparative  summary  financial  information for the segments as of April 3,
1998 and for the three months then ended is as follows (000's omitted):

                                                    Distribution  Manufacturing   Corporate    Eliminations  Consolidated
                                                    and
                                                    redistribution
Assets
<S>                                                   <C>               <C>           <C>        <C>               <C>           
Cash                                                   $   1,835        $     81     $   1,804    $                 $  3,720
Accounts receivable, net                                   2,116           1,474            51                         3,641

Inventory                                                 11,636             673            10                        12,319

Other current assets                                         147              61            31                           239
                                                                                           
Land, building and equipment, net                            988             805             1                         1,794
                                                                                            
Other assets                                               1,565                        10,403       (8,065)           3,903
                                                        --------         --------     --------    ---------         --------

Total Assets                                           $  18,287        $   3,094     $ 12,300    $  (8,065)        $ 25,616
                                                        ========         ========     ========    =========         ========


Liabilities & shareholders' equity
Current liabilities                                    $   1,781        $     722     $     19    $                 $  2,522
Long term liabilities                                     12,908            2,033        8,013       (6,766)          16,188
Shareholders' equity                                       3,598              339        4,268       (1,299)           6,906
     Total liabilities & shareholders' equity 
                                                        --------         --------     --------    ---------         --------
                                                       $  18,287        $   3,094     $ 12,300    $  (8,065)        $ 25,616
                                                        ========         ========     ========    =========         ========


Net sales                                              $   3,971        $   1,625     $           $                 $  5,596
Cost of sales                                              2,500            1,275                                      3,775
                                                        --------         --------     --------    ---------         --------
Gross profit                                               1,471              350                                      1,821
Operating expenses                                           903              249           83                         1,235
                                                        --------         --------     --------    ---------         --------
Income (loss) from operations                                568              101          (83)                          586
Interest expense                                             335               16                                        351

Amortization of debt issuance costs                          122                                                         122
                                                        --------         --------     --------    ---------         --------
Income (loss) before taxes                                   111               85          (83)                          113
Provision for taxes                                                                          3                             3
                                                        --------         --------     --------    ---------         --------
Net Income (loss)                                       $    111        $      85     $    (86)   $                 $    110
                                                        ========         ========     ========    =========         ========
</TABLE>



5.  Shareholders' equity

FASI has 50,000 shares  authorized of its $.001 par value  preferred  stock.  At
April 2 and January 1, 1999 there were no shares of  preferred  stock  issued or
outstanding.

FASI had the following common shares as of April 2 and January 1, 1999:

                                            April 2, 1999     January 1, 1999
                                            -------------     ---------------

          Authorized                          5,000,000           5,000,000
          Issued and outstanding              2,483,781           2,483,781
          Par value                                $.05                $.05


In September 1997, FASI closed the sale of $10,000,000  principal amount of 8.5%
Subordinated  Redeemable Debentures due September 2000 issued under an Indenture
with Etablissement Pour le Placement Prive (EPP) as 

                                       7
<PAGE>


                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

trustee.  The securities were sold in reliance on Regulation S of the Securities
Act of 1933 to  entities  that  represented  to FASI to be  accredited  non-U.S.
persons.

Following  a 20-day  trading  period in which the  average  price of the  common
shares  exceeded $12 per share,  in November  1997 FASI  exercised its resulting
right to convert  $2,000,000  principal  amount of  Debentures  in exchange  for
166,666 common shares at $12 per share. Each Debenture holder now has a one-time
right at any time through September 27, 2000,  subject to prior  redemption,  to
convert  integral  multiples of $1,000 of the principal amount of his Debentures
up to 12.5% of his total  remaining  holding at a conversion  price equal to the
higher of $12 per  share  and 85% of the  average  closing  price of the  common
shares  during  the  20-trading  day  period  ending  on the date of  notice  of
conversion.

The Debentures are redeemable, in whole or in part, at the option of FASI at any
time on or after March 31,  1999 at 100% of the  principal  amount plus  accrued
interest.

In February 1998, FASI accepted subscription  agreements for the sale of 210,664
shares of common stock and 52,666 warrants for  approximately  $2,055,000.  Each
warrant  allows the holder to purchase one common share for $13. The  securities
were sold in reliance on Regulation S of the  Securities Act of 1933 to entities
that represented to FASI to be accredited non-US persons.

In January  1999,  FASI  closed the sale of  $700,000  principal  amount of 8.5%
Subordinated   Convertible  Redeemable  Debentures  due  2001  issued  under  an
indenture  with  EPP as  trustee.  The  securities  were  sold  in  reliance  on
Regulation D of the Securities Act of 1933 to entities that  represented to FASI
to be accredited  investors.  The  Debentures  will mature on December 31, 2001,
unless previously redeemed or repurchased. Interest on the Debentures is payable
semiannually  on June 30 and December 31 of each year  commencing June 30, 1999.
The  Debentures  are  redeemable,  in  whole or in part,  at the  option  of the
Company,  at any time on or after  December 31, 1999,  at 100% of the  principal
amount, plus accrued interest.

The  Debenture  holders will have the right at any time after 90 days  following
the latest date of original  issuance of the  Debentures  through  December  28,
2001,  subject to prior redemption or repurchase,  to convert integral multiples
of $1,000 of the principal amount of such holder's Debentures into common shares
at a conversion price of $5.50 per common share.


6.  Share option plans

In November  1995,  FASI  adopted a Management  Stock  Option Plan  ("Management
Plan") and an Employee  Stock  Option Plan  ("Employee  Plan").  Pursuant to the
Management Plan, FASI has issued an option to five  individuals  involved in the
management  of FASI to acquire up to 69,025  common shares of FASI at a purchase
price of $3.00 per share subject to vesting  requirements,  which  includes FASI
obtaining  sales during a 12-month  period of $7,500,000 and an average  closing
price for FASI's  Common  Shares for a three  month  period of $6.00,  $9.00 and
$12.00,  respectively,  for each  one-third  of the  options to vest.  The first
one-third of these  options  vested as of June 1, 1997 and the second  one-third
vested,  as of November 1, 1997.The options must be exercised within three years
of vesting.  Pursuant to the Employee  Plan,  FASI has issued options to acquire
13,500  common  shares of FASI to 20  employees  of FASI at a purchase  price of
$3.00 per share subject to vesting  requirements,  which include FASI  obtaining
sales during a 12-month  period of  $7,500,000  and at least one year  continued
employment  after the grant of the option.  These  options  vested as of June 1,
1997 and must be exercised within two years of vesting.

                                      8
<PAGE>

                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


In April 1997,  FASI issued options to employees of the Company to acquire up to
100,000 common shares of FASI at an exercise  price of $6.25 per share.  Half of
the options  vested in April 1998 and the  remaining  half vested in April 1999.
The options expire in April 2000.

In August 1997,  FASI issued  options to executives of the Company to acquire up
to 270,000 common shares of FASI at an exercise  price of $10.00 per share.  The
options will vest if the Company  meets the  following  conditions;  the Company
must raise at least  $7,500,000  in  additional  debt or equity  capital and the
Company must have sales of at least $14,000,000 in any 12-month period after the
grant date.  Half of the options  vested  August 6, 1998 and the other half will
vest August 1999. The options will expire three years after the vesting date.

In August 1997, FASI issued options to employees of the Company to acquire up to
89,500  common shares of FASI at an exercise  price of $8.25 per share.  Half of
the options will vest in August 1998 and the remaining  half will vest in August
1999.  The options  expire in August  2002.  The  exercise  price was reduced in
November  1998 to $6.25 per share with respect to options held by employees  who
are not executive officers.

FASI  granted  share  options to certain key  employees  and  executives  on the
following dates:

In January 1998, FASI granted options to certain key employees and executives to
acquire up to 10,000 common  shares at a price of $8.35 per share.  The exercise
price was  reduced  to $6.25 per share in  November  1998.  Half of the  options
vested on January 15, 1999 and the remainder  will vest on January 14, 2000. The
options will expire January 16, 2003. FASI also granted options to employees and
executives  to acquire up to 40,000  common shares at a price of $8.35 per share
subject to certain vesting  requirements.  Half of the options vested in January
1999,  and the remainder  vest in January 2000.  The options  expire three years
after vesting.

In February 1998,  FASI granted  options to certain key employees and executives
to acquire up to 119,600 common shares at a price of $10.00 per share subject to
vesting  requirements.  The  exercise  price was  reduced  to $6.25 per share in
November  1998 with respect to options held by employees  who are not  executive
officers.  Half of the options  vested in February  1999, and the remainder will
vest in February 2000. The options expire in February 2003.

In November 1998, FASI cancelled  options to purchase 108,400 common shares that
were held by certain officers and a director.  On such date, options to purchase
55,450 common shares of FASI at $6.25 per share were issued to certain  officers
and directors and options for an additional  37,000 common shares were issued to
other employees. In addition, the vesting requirements of 16,408 options held by
executive  officers  pursuant to the Management  Plan were modified to replace a
condition  that the market  price  remain over $12.00 per share with a condition
that the officer remain employed by the Company through November 3, 1999.

The Company  accounts for share  options  under the  provision of APB Opinion 25
"Accounting for Stock Issued to Employees".  Accordingly,  no compensation  cost
has been recognized for its stock option grants.  Had compensation  cost for the
Company's share option grants been determined based on the fair value consistent
with the method of SFAS Statement 123 "Accounting for Stock-Based Compensation",
the Company's  net loss and net loss per share would have been  increased to the
pro forma amounts  indicated  below for the three months ended April 2, 1999 and
April 3, 1998:

                                       9
<PAGE>
                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                          1999                   1998
                                                                          ----                   ----

<S>                                                               <C>                    <C>                 
       Net income (loss)                    As reported           $        (730,000)     $            110,000
                                                                  =================      ====================

                                            Pro forma             $        (906,000)     $           (330,000)
                                                                  ==================     =====================

       Basic income (loss) per share        As reported           $            (.29)     $               (.06)
                                                                  ==================     =====================

                                            Pro forma             $            (.36)     $               (.11)
                                                                  ==================     =====================

       Diluted income (loss)  per share     As reported           $            (.29)     $               (.04)
                                                                  ==================     =====================

                                            Pro forma             $            (.36)     $               (.07)
                                                                  ==================     =====================
</TABLE>

The fair value of each option grant was estimated on the date of grant using the
Black-Scholes  option-pricing model with the following assumptions for the April
1997,  August  7, 1997 and  August  28,  1997  grants,  respectively:  risk-free
interest rates of 6.4%, 5.7% and 6.0%; expected lives of two years for all three
grants;  and  volatility of 78% for all three  grants.  For all the 1998 grants,
risk-free  interest  rates  ranging from 4.3% to 5.6% were used,  with  expected
lives of two years and volatility ranging from 68% to 73%.


7.  Contingency

In the event of the death of a Director or Officer of the  Company,  the Company
is  obligated  to  pay  up  to  100%  of  the  Director's  or  Officer's  annual
compensation to their  beneficiary  within the twelve months subsequent to their
death.


8.  Acquisitions

In  January  1998,   the  Company   completed  the   acquisition  of  Flightways
Manufacturing,  Inc.  (FMI).  FMI  is  a  manufacturer  of  plastic  replacement
components for commercial aircraft seats and interiors.

Each share of FMI tendered into the offer was exchanged for cash. The total cost
of the acquisition excluding  liabilities assumed was approximately  $2,939,000.
The  acquisition  was  accounted  for as a  purchase.  The  purchase  price  was
allocated to the assets acquired based on their estimated fair market values and
liabilities assumed.

The excess of the purchase  price over the net assets  acquired and  liabilities
assumed of $2,841,000 is being amortized over 15 years. Amortization of goodwill
for the three months  ended April 2, 1999 and April 3, 1998  amounted to $48,000
and $45,000.

In April 1998, the Company acquired 100% of the issued and outstanding shares of
Skylock  Industries  (Skylock) by paying $965,000 in cash,  retiring $101,000 in
Skylock debt and issuing  60,019 common shares of FASI. In April 1998,  $756,000
of the cash amount was paid and 48,015 common shares were issued at closing. The
remainder  will be paid in one  year,  with the cash  amount  to be paid and the
number of shares to be issued based on Skylock's  customer  order volume between
April 1998 and April 1999.

                                       10
<PAGE>
                          FIELDS AIRCRAFT SPARES, INC.

       NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The total cost of the acquisition was approximately $1,556,000.  The acquisition
was accounted for as a purchase.  The purchase price was allocated to the assets
acquired based on their fair market values and liabilities assumed.

The excess of the purchase  price over the net assets  acquired and  liabilities
assumed of $674,000 is being  amortized over 15 years.  Amortization of goodwill
for the three months ended April 2, 1999 amounted to $12,000.


9.  Year 2000

The Company  recognizes the potential  implications of the Year 2000 (Y2K) issue
on systems that may contain  date-related  transactions,  data,  embedded chips,
etc. The Company is assessing the impact of the Y2K issue on its  operations and
is now in the process of  renovating or  replacing,  as necessary,  the computer
applications and business processes to provide for continued services in the new
millennium.  The Company is also assessing the preparedness of external entities
that interface  with the Company.  There can be no assurance that there will not
be a material  adverse  effect on the  Company if its  actions  and/or  those of
related third parties fail to address all significant issues in a timely manner.

The costs of the Company's Y2K  compliance  efforts are expensed as incurred and
are being  funded with cash flows from  operations.  At this time,  the costs of
these  efforts  are not  expected  to be  material  to the  Company's  financial
position or the results of their operations in any given period.

Time and cost  estimates are based on currently  available  information.  Actual
results could differ from those estimated.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with the  unaudited
consolidated  condensed financial statements and related notes thereto set forth
in Item 1.

Quarters ended April 3, 1998 and April 2, 1999

The Company acquired FMI in January 1998 and Skylock in April 1998;  accordingly
the  operations  of FMI are included in both the quarter ended April 2, 1999 and
the  comparable  period of 1998.  The operations of Skylock are only included in
the quarter ended April 2, 1999.

For the quarter  ended April 2, 1999  operations  of the  Company  generated  an
operating  loss of $50,000,  compared to  operating  income of $586,000  for the
comparable  period of 1998.  The  decrease  in income  from  operations  for the
quarter was primarily  attributable  to an increase in operating  expenses and a
rescheduling of delivery dates by a number of customers.

Net sales for the  quarter  ended  April 2, 1999  were  $5,291,000  compared  to
$5,596,000  for the  quarter  ended  April 3, 1998,  a decrease  of  $305,000 or
approximately  5.5%. This decrease in sales included a decrease of $454,000 from
distribution and redistribution, a decrease of $538,000 from FMI and an increase
of $687,000 as a result of the  inclusion of sales of Skylock  acquired in April
1998.

Cost of sales  for the  quarters  ended  April 2,  1999 and  April 3,  1998 were
$3,633,000 and $3,775,000, respectively (approximately 68.7% and 67.5% of sales,
respectively). The gross margin percentages were substantially unchanged.

Operating  expenses increased to $1,708,000 for the quarter ended April 2, 1999,
from $1,235,000 for the quarter ended April 3, 1998, an increase of $473,000. Of
the increase,  approximately  $219,000 was  attributable to the inclusion of the
activity of  Skylock,  acquired  in April  1998.  The  balance of  $254,000  was
principally attributable to the increased costs of operating in the new facility
(to which all operations except Skylock moved in mid-1998).

Interest expense,  including  amortization of debt issuance costs,  increased to
$604,000  from  $473,000 in the quarters  ended April 2, 1999 and April 3, 1998,
respectively.  This was  attributable  to increased debt amounts  outstanding to
finance  expanded  inventory  and accounts  receivable  levels needed to support
growth and the  acquisitions  of FMI and Skylock,  and was  partially  offset by
decreasing interest rates.

As a result of the  foregoing,  the Company had a net loss for the quarter ended
April 2, 1999 of $730,000  compared  to net income of  $110,000  for the quarter
ended April 3, 1998, a decrease in net income of $840,000. On a per share basis,
net loss for the quarter  ended April 2, 1999 was $.29 per share  diluted  ($.29
per share  basic)  compared  to net income of $.04 per share  diluted  ($.06 per
share basic) for the quarter ended April 3, 1998.

                                       12
<PAGE>

Liquidity and capital resources

At April 2, 1999 the Company had working  capital  (current  assets in excess of
current liabilities) of $16,586,000 compared to $17,375,000 at January 1, 1999.

Operating  activities used $62,000 and $1,660,000 of the Company's cash flow for
the  quarters  ended  April 2, 1999 and April 3, 1998,  respectively.  The major
usage of cash in the earlier  period was the increase in inventory  and accounts
receivable caused by the acquisition of FMI in January 1998.

The Company's  operations to date have been primarily funded through bank loans,
sales of equity and  debentures,  and seller's  deferred  purchase notes. If the
Company is not able to reach  profitability and obtain additional  funding,  the
Company may not be able to meet its debt service obligations.

In January 1999,  the Company  completed the sale of $700,000 8.5%  Subordinated
Convertible  Redeemable  Debentures  due 2001.  The  Debentures  will  mature on
December 31, 2001,  unless  previously  redeemed or  purchased.  Interest on the
Debentures  is  payable  semiannually  on June  30 and  December  31  each  year
commencing June 30, 1999. The Debentures are redeemable, in whole or in part, at
the option of the Company, at any time on or after December 31, 1999, at 100% of
the principal amount plus accrued interest. The Debenture holders have the right
at  any  time  through  December  28,  2001,  subject  to  prior  redemption  or
repurchase, to convert integral multiples of $1,000 of the principal amount into
common shares at a conversion price of $5.50 per common share.

The Company's  facility in Simi Valley,  California is larger than is needed for
its current  operations.  The Company will,  consistent  with  funding,  seek to
acquire other companies in similar or allied  businesses whose operations can be
consolidated  into its  existing  facilities.  Acquisitions  will be  undertaken
following an analysis of the potential  acquisition,  and its synergism with the
Company's existing business and with the capital needs of the acquired companies
compared  to the  capital  needs  and  resources  of the  Company.  There  is no
assurance that any future acquisitions will be successfully completed.

The  Company  will  be  dependent   on  obtaining   additional   capital  or  on
restructuring  its debt as it  becomes  due in the  year  2000.  If the  Company
continues to incur losses, it will also require additional capital to cover such
losses.

The Company will continue actively to seek debt or equity capital infusions. The
Company intends to use a substantial portion of any additional capital to retire
debt,  pursue  potential  acquisitions  and  purchase  inventory.  There  is  no
assurance  that the Company will be  successful in securing  additional  debt or
capital.

Year 2000

The Year 2000 problem is the result of computer  programs and embedded  hardware
chips that use two digits rather than four to define the  applicable  date.  The
Company is addressing possible liabilities related to this issue on its computer
systems and machinery by making system and hardware  changes  before  January 1,
2000.

The Company has expended  approximately  $90,000 through the quarter ended April
2, 1999 in  addressing  Year 2000 issues.  The Company is not  anticipating  the
compliance cost to exceed

                                       13
<PAGE>

$250,000  and expects to be completed at the end of the third period of the 1999
fiscal  year.  The Company is expensing  such costs as incurred.  The Company is
also making  inquiries  of vendors to  determine  whether  vendors are Year 2000
compliant.

There can be no assurance  that the Company or its  suppliers or vendors will be
Year 2000 compliant.  Failure of the Company or any  third-party  enteprise with
which the Company  interacts  to achieve that  compliance  could have a material
adverse  effect  on  the  Company,   its  financial  condition  and  results  of
operations.

Forward-looking statements

This report includes  statements that relate to future plans,  financial results
or  projections,  events or  performance,  including  statements with respect to
future  business  potential.  These are  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended.

Forward-looking   statements   involve   both  known  and   unknown   risks  and
uncertainties  and actual results or performance may therefore differ materially
from  the  expected   results  or  performance   expressed  or  implied  by  the
forward-looking  statements.  The following  important  factors,  in addition to
factors  the  Company  discusses  elsewhere  in this  report,  could  affect the
Company's actual results or performance:

o    the Company's ability to obtain profitability and acquire enough capital or
     financing to sustain the Company until such time;

o    the Company's ability to effectively  integrate  acquired companies and the
     effects of increased  indebtedness  as a result of the  Company's  business
     acquisitions;

o    the ability to expand the  Company's  business to make cost  effective  the
     expansion of infrastructure put in place during 1988;

o    the Company's ability to control costs;

o    fluctuations in demand for the Company's products, which are dependent upon
     the condition of the airline industry and the Company's  ability to collect
     receivables;

o    the availability to the Company of acquisition and expansion  opportunities
     on attractive terms;

o    the  Company's  continuing  ability to acquire  adequate  inventory  and to
     obtain favorable pricing for such inventory;

o    the Company's  ability to develop and implement  systems to manage  growing
     operations;

o    adverse conditions in the capital markets or in the general economy;

o    the   Company's   ability  to   maintain   existing   customer   or  vendor
     relationships;

                                       14
<PAGE>

o    competitive pricing for the Company's products;

o    customer concentration;

o    changes in government regulation; and

o    the effect and costs of Year 2000 issues.


                                       15
<PAGE>

PART II.  OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

The Company is currently not a party to any known  litigation other than routine
litigation incidental to its business.



ITEM 2.  CHANGES IN SECURITIES

During  the  quarter  ended  April 2, 1999,  the  Company  issued the  following
securities without registration under the Securities Act of 1933:

As of January 18, 1999, the Company closed the sale of $700,000 principal amount
of its  8.5%  Subordinated  Convertible  Redeemable  Debentures  Due  2001  (the
"Convertible  Debentures")  issued under an Indenture,  dated as of December 22,
1998,  between  the  Company  and EPP Finanz  AG, as  Trustee.  The  Convertible
Debentures were sold in reliance on an exemption from registration under Section
4(2) of the  Securities  Act 1933 to an entity that  represented  to the Company
that it was an accredited  investor as defined in Regulation D of the Securities
Act of 1933.

The Convertible  Debenture holder has the right at any time after April 18, 1999
through December 28, 2001, subject to prior redemption or repurchase, to convert
the principal  amount of such  holder's  Convertible  Debentures  that is $1,000
principal  amount or an integral  multiple  thereof,  into common  shares of the
Company at a conversion price of $5.50 per share. The Convertible Debentures are
redeemable, in whole or in part, at the option of the Company, at any time on or
after December 31, 1999, at 100% of the principal amount plus accrued interest.

EPP Finanz AG acted as the  Company's  placement  agent in  connection  with the
offering and received a commission of 8% of the principal  amount of Convertible
Debentures sold and was issued as a due diligence fee warrants to purchase 7,000
common shares (the "EPP  Warrants") at $7.50 per share  pursuant to the terms of
the Placement Agent Agreement,  dated December 18, 1998, between the Company and
EPP Finanz AG. The issuance of EPP Warrants was made in reliance on an exemption
from  registration  under Section 4(2) of the Securities Act of 1933. EPP Finanz
AG has  represented to the Company that it is an accredited  investor as defined
in Regulation D.

The Company  estimates that the total fees and expenses incurred by the Company,
in addition to the 8% commission  described above, was  approximately  $133,000.
Accordingly,  the net proceeds to the Company  from the sale of the  Convertible
Debentures was approximately $511,000.

In November  1998,  the Company issued options to employees and directors of the
Company and its subsidiaries  entitling such persons to acquire up to a total of
92,450 common shares, subject to vesting requirements.  The options vest January
1, 2000. The Company did not receive any cash  consideration  for such issuance,
and paid no  commissions.  The Company  believes  such  issuance was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

                                       16
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.



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

No matters were  submitted to a vote of the  Company's  shareholders  during the
quarter ended April 2, 1999.



ITEM 5.  OTHER INFORMATION

None.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)               Exhibits

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.

Exhibit 10.1      SDV Warehousing and Handling Contract dated December 3, 1998
                  between Fields Aircraft Spares Incorporated  and SDV UK 
                  Limited.

Exhibit 27        Financial Data Schedule

(b)               Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarter ended April 2, 1999.



                                       17
<PAGE>


                                    SIGNATURE


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date: May 13, 1999


                                     FIELDS AIRCRAFT SPARES, INC.



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



                                     By:/s/ Peter Frohlich                      
                                        ---------------------------------------
                                        Peter Frohlich, Principal Financial
                                        Officer

                                       18