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


                                February 26, 1997
                Date of Report (Date of earliest event reported)


                            DIGITAL BIOMETRICS, INC.
               (Exact name of Registrant as Specified in Charter)


         Delaware                     0-18856                   41-1545069
(State or Other Jurisdiction    (Commission File No.)      (IRS Employer ID No.)
    of Incorporation)


         5600 Rowland Road, Suite 205, Minnetonka, Minnesota 55343-4315
                    (Address of principal executive offices)


                                 (612) 932-0888
              (Registrant's telephone number, including area code)


ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

         On October 11, 1995, Digital Biometrics, Inc. (the "Company") completed
a private placement to off-shore accredited investors of $10,900,000 of 8%
Convertible Debentures due September 29, 1998 (the "Debentures"). Net proceeds
to the Company resulting from the sale of the Debentures after placement fees
but before legal and other expenses were $10,109,750.

         The Company has the right to redeem the Debentures prior to conversion.
The Debenture conversion price is equal to the lesser of $7.00 per share of
common stock or 85% of the average trading price of such shares for any five
consecutive trading days before conversion. Interest accrued on the Debentures
is also payable in shares of the Company's common stock at the time of
conversion at the conversion price as described above.

         On February 26, February 26 and February 27, 1997, an aggregate of
$800,000 principal amount of the Debentures, together with $89,775.35 of accrued
interest was converted into 548,750 shares of the Company's common stock at
$1.615, $1.66812 and $1.615, respectively. In connection with such share
conversions, the Company relied on exemptions from registration contained in
Rule 903(c)(2) of Regulation S promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and Section 4(2) of
such act.

                                   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.

                                                      DIGITAL BIOMETRICS, INC.




Dated:  March 5, 1997                                 By:/s/ James C. Granger
                                                         --------------------
                                                         James C. Granger
                                                         Chief Executive Officer