8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)      January 11, 2007
                                                      --------------------------

                          FIRST AVIATION SERVICES INC.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
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                 (State or Other Jurisdiction of Incorporation)

         0-21995                                          06-1419064
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(Commission File Number)                       (IRS Employer Identification No.)

         15 RIVERSIDE AVENUE
         WESTPORT, CONNECTICUT                              06880-4214
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(Address of Principal Executive Offices)                    (Zip Code)

                                 (203) 291-3300
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              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
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          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

            On January 11, 2007, Aerospace Products International Inc. (the
"Borrower") and Aerospace Produits International LTEE (d/b/a Aerospace Products
International Ltd.) ("Affiliate Guarantor"), each a direct wholly-owned
subsidiary of First Aviation Services Inc. (the "Registrant") entered into a
Second Amended and Restated Loan and Security Agreement (the "Agreement") with
TD Banknorth, N.A. (the "Lender"). On such date, the Registrant also entered
into a Ratification Confirmation and Amendment (the "Guaranty") as Guarantor and
on behalf of the Borrower and Affiliate Guarantor, with the Lender.

            The facilities (as described below) created by the Agreement
replaces the Borrower's previously existing $25 million revolving credit
facility with the Lender's predecessor-in-interest, scheduled to expire
September 1, 2007, and the Guaranty replaces the previously existing guaranty
agreement that existed on the previous credit facility. The Agreement extends
the commitment expiration date under the Agreement to September 1, 2008.

            The Agreement provides for a 21 month senior revolving credit
facility (the "Revolving Loan Facility") to the Borrower in the amount of
$25,000,000, subject to terms and conditions set forth in the Agreement. The
Revolving Loan Facility will include a $1,000,000 sublimit for the issuance of
letters of credit. The proceeds of any loans made under the Revolving Loan
Facility will be used for working capital purposes in the ordinary course of
business of the Borrower.

            The Revolving Loan Facility bears interest at the option of the
Borrower (i) at the prime rate in effect from time to time, (ii) at the adjusted
LIBOR for the applicable interest period plus 150 or 175 basis points depending
upon financial ratios of the Borrower, or (iii) at the FHLB Rate.

            The Agreement also provides for a Line of Credit/Term Loan Facility
(the "Term Loan Facility") in an amount up to $3,000,000, subject to borrowing
availability. The proceeds of this advance under the Term Loan Facility will be
used for the purpose of purchasing certain equipment for use in the ordinary
course of business of the Borrower. On September 1, 2008, the outstanding
amounts under the Term Loan Facility convert to a term loan to be repaid over 60
months under the terms in effect for the advances or converted at the option of
the borrower to a fixed rate per annum equal to the FHLB rate in effect at that
time.

            Other fees payable under the Agreement shall be determined pursuant
to the terms set forth in the Agreement.

            The Registrant will act as Guarantor with respect to the obligations
of the Borrower and Affiliate Guarantor under the Agreement pursuant to the
terms set forth in the Agreement and in the Guaranty.


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            The Affiliate Guarantor will act as a guarantor to the obligations
of the Borrower under the Agreement pursuant to the terms set forth in the
Agreement.

            The Agreement also contains certain affirmative, negative and
financial covenants by the Borrower and the Affiliate Guarantor customary for
facilities of this type, including furnishing to the Lender periodic financial
information of the Registrant and its subsidiaries, including all reports, and
proxy statements filed with the Securities and Exchange Commission; compliance
with all laws and regulations; maintaining proper insurance coverage; paying and
discharging, at or before maturity, material obligations and liabilities;
maintenance of corporate existence and ability to do business; limitations on
the incurrence of liens; limitations on the incurrence of debt; limitations on
ability to merge, combine, consolidate, liquidate or dissolve; limitations on
the disposition of assets; limitations on contingent liabilities, loans or
guaranties; limitations on paying dividends; limitations on the payment of debt;
limitations on conduct of business; limitations on capital expenditures; and
limitations on transactions with affiliates.

            The Agreement also contains certain events of default customary for
facilities of this type (with customary grace periods), including nonpayment of
principal, interest, fees or other amounts when due; material inaccuracies of
representations and warranties; violations of covenants; the occurrence of
certain bankruptcy events; certain ERISA events; material judgments;
dissolution; the occurrence of a change of control; or the occurrence of a
material adverse effect. Upon the occurrence of an event of default, any
outstanding loans under the Agreement may be accelerated and/or the Lender's
commitments may be terminated, provided however, that upon the occurrence of
certain insolvency or bankruptcy related events of default, all amounts payable
under the Agreement will automatically become immediately due and payable, and
the Lender's commitments will automatically terminate.

            The Guaranty contains representations, covenants and warranties that
are typical for this type of agreement, including the Registrant providing
unconditional payment guaranties; restrictions on subrogation; access to records
and premises; limitations on ability to consolidate, merge or sell, lease or
otherwise transfer all or substantially all assets; limitations on the
incurrence of debt by the Registrant; and limitations on contingent liabilities,
loans or guaranties by the Registrant.

            In the ordinary course of business, the Lender, or their affiliates,
will manage cash under the facilities for the Borrower and will or may have
various other relationships with the Borrower, the Affiliate Guarantor or the
Registrant and its subsidiaries involving the provision of a variety of
financial services, including commercial banking, investment banking, trust,
stock transfer, stock plan administration, advisory or other financial services,
for which they received, or will receive, customary fees and expenses.

            On January 18, 2007, the Registrant issued a press release
announcing the foregoing matter. The press release is filed herewith as Exhibit
99.1 and is incorporated herein by reference.



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ITEM 2.03   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
            OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

    Exhibit No.     Description
    -----------     -----------
        99.1        First Aviation Services Inc. Press Release dated
                    January 18, 2007








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                                   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 hereunto duly authorized.

                                          FIRST AVIATION SERVICES INC.


                                          By:    /s/  Robert Malachowski
                                              ----------------------------------
                                              Name:   Robert Malachowski
                                              Title:  Secretary



Date: January 18, 2007





















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                                  EXHIBIT INDEX

Exhibit No.          Description
- -----------          -----------
    99.1             First Aviation Services Inc. Press Release dated
                     January 18, 2007

















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EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------

            FAVS ANNOUNCES EXTENSION AND EXPANSION OF LOAN AGREEMENT
            --------------------------------------------------------


WESTPORT, CONNECTICUT, January 18, 2007 - First Aviation Services Inc. (Nasdaq:
FAVS) and its wholly owned subsidiary Aerospace Products International, Inc.
("API"), a leading provider of innovative distribution and supply chain services
for the aviation industry worldwide, announced today the completion of a
$28,000,000 amended and restated Loan and Security Agreement with TD Banknorth,
the successor to Hudson United Bank, API's previous lender, expanding and
extending the previously existing $25,000,000 loan facility. The amended and
restated agreement extends the maturity date of the agreement to September 1,
2008.

Aaron Hollander, Chairman and CEO of First Aviation stated "We are pleased with
the confidence TD Banknorth has shown in supporting the growth and stability of
the Company through the extension and expansion of our loan facilities."

First Aviation, located in Westport, Connecticut and its principal operating
subsidiary, Aerospace Products International Inc. ("API"), based in Memphis,
Tennessee, is a leading provider of services to the aviation industry worldwide.
The services the Company provides the aviation industry include the sale of
aircraft parts and components, the provision of supply chain management
services, overhaul and repair services for brakes and starter/generators, and
the assembly of custom hoses. With locations in the U.S., Canada, Europe and
Asia Pacific, plus partners throughout the world, API continues to be a leading
provider of aviation products, supply chain management services and technology
solutions in the industry.

More information about First Aviation can be found on the World Wide Web at
http://www.favs.com and, http://www.apiworldwide.com.








Forward-Looking Statements

Certain statements discussed in this release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are not statements of historical facts, but
rather reflect the Company's current expectations concerning future events and
results. Such forward-looking statements, including those concerning the
Company's expectations, involve known and unknown risks, uncertainties and other
factors, some of which are beyond the Company's control, that may cause the
Company's actual results, performance or achievements, or industry results, to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such risks,
uncertainties and other important factors include, the Company's ability to
obtain parts and components from its principal suppliers on a timely basis,
depressed domestic and international market and economic conditions, especially
those currently facing the aviation industry as a whole, including terrorism and
terrorism related impacts, the impact of changes in fuel and other freight
related costs, major adverse weather related effects such as hurricanes
impacting our customer base, relationships with its customers, the ability of
the Company's customers to meet their financial obligations to the Company, the
ability to obtain and service supply chain management contracts, changes in
regulations or accounting standards, the ability to consummate suitable
acquisitions and expand, the loss of the use of facilities and distribution hub
in Mississippi, significant failure of our computer systems or networks, efforts
to comply with section 404 of the Sarbanes-Oxley Act of 2002, and other items
that are beyond the Company's control and may cause actual results to differ
from management's expectations. In addition, specific consideration should be
given to the various factors described in: Item 1A, "Risk Factors", Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", and elsewhere in the Company's Annual Report on Form 10-K for the
year ended January 31, 2006; the Company's reports on Form 10-Q and Form 8-K;
press releases; and the various factors described in this release. The Company
undertakes no obligation to update any forward-looking statements or cautionary
factors except as required by law.

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CONTACT:      ROBERT MALACHOWSKI
              FIRST AVIATION SERVICES INC.
              (203) 291-7700