SECURITIES AND EXCHANGE COMMISSION
                                           
                               Washington, D.C.  20549
                                           
                                           
                                      FORM 8 -K
                                           
                                    CURRENT REPORT
                                           
                                           
                       Pursuant to Section 13 or 15 (d) of the
                         Securities and Exchange Act of 1934
                                           
           Date of Report (Date of earliest event report) November 5, 1997
                                           
                                           
                                  TASTY FRIES, INC.
                                  -----------------

                (Exact name of registrant as specified in its charter)
                                           
                                        NEVADA
                                        ------

                    (State or other jurisdiction of incorporation)
                                           
                                           
33-4460-NY                                            65-0259052
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(Commission File Number)                              (IRS Employer
                                                      Identification No.)


650 SENTRY PARKWAY, SUITE ONE, BLUE BELL, PA          19422
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(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code    (610) 941-2109
                                                      --------------



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




                                  TASTY FRIES, INC.
                                           
                                      FORM 8 - K
                                           
                                   NOVEMBER 5, 1997
                                           
                                           
                                           
Item 9.  Sales of Equity Securities Pursuant to Regulation S.

    In a sale completed on November 5, 1997 pursuant to Section 903(c)(2) of
Regulation S under the Securities Act of 1933, Tasty Fries, Inc. (the "Company")
received total gross proceeds of $1,600,000 by issuing to six non-"U.S. Persons"
(the "Holders"), as defined in Regulation S, convertible notes (the "Notes")
bearing interest at 6% per annum payable annually.  The principal due date of
the Note is November 5, 2000 (the "Maturity Date").  Each Holder has the right
to convert all of part of the principal amount of the Note and interest,
commencing November 5, 1997 and until the later of the Maturity Date or the date
the Note is paid in full, into that number of shares of the Company's common
stock, $.001 par value ("Common Stock"), determined by dividing the portion of
the Note being converted by 70% of the average closing bid price of the Common
Stock for the five business days immediately preceding the date of receipt by 
the Company of notice of conversion ("Conversion Date") as reported by the 
National Association of Securities Dealers Electronic Bulletin Board
("NASDAQ"). Conversions must be made in amounts of principal of not less than
$50,000. Interest is payable at the Company's election either in common stock 
or cash. All or part of each Note may be redeemed by the Company at 130% of 
the principal amount being redeemed.  Accrued interest must be paid at the 
time of redemption.

Not more than 50% of the common shares issuable upon conversion of the Notes
may be sold, transferred or conveyed during the sixty day period commencing upon
the issuance of the Notes.  Up to an additional 50% of the common stock issuable
upon conversion of the Notes may be sold, transferred or conveyed during the
following seventy day period.

    A Holder received 105,000 of the Company's common stock purchase warrants. 
These warrants are exercisable at $1.90 per share from December 16, 1997 until
November 5, 1998.

    Cash commissions of $160,000 were paid in connection with the issuance of
the Convertible Notes.  The Company issued 615,000 common stock purchase
warrants as a portion of the commissions in connection with the investment.  The
warrants have an exercise price of $1.90 per share.  Of these warrants, 455,000
are exercisable from December 16, 1997 and until November 5, 1998.  The
remaining 160,000 warrants are exercisable from December 16, 1997 and until
November 5, 2000.




                                     FORM 8 - K
                                          
                                     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.



                                            TASTY FRIES, INC.             
                                            -----------------------------------
                                            (Registrant)


                                            By: /s/ Edward C. Kelly          
                    
                                            -------------------------------
                                                  Edward C. Kelly
                                                  President and Director


Dated: November 14, 1997