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



       Date of Report (Date of earliest event reported): October 23, 1997



                          INTERNATIONAL FIBERCOM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     Arizona
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                 (State or other jurisdiction of incorporation)


        1-9690                                            86-0271282
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(Commission File Number)                    (IRS Employer Identification Number)



                 3615 South 28th Street, Phoenix, Arizona 85040
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    (Address of principal executive offices)                    (Zip Code)


       Registrant's telephone number, including area code:    (602) 941-1900



                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 9.           Sales of Equity Securities Pursuant to Regulation S.

         The  Company   financed  its  $4.8  million  purchase  of  Concepts  in
Communications,  Inc. ("Concepts"), which occurred in February 1997, through the
sale of $1.5 million of 8% Convertible  Subordinated  Debentures  ("Debentures")
and $3.5 million of Series B Convertible  Preferred Stock ("Series B Preferred")
at a price of $1,000 per share to non-U.S.  Persons in exempt transactions under
Section 4(2) and Regulation D under the Securities Act of 1933 (the "Act").  The
Company paid fees of 2% of the proceeds  raised in the  offering.  In connection
with such sales,  the Company  committed to file a registration  statement under
the Act in order to register the Common Stock  issuable  upon  conversion of the
Debentures and the Series B Preferred (the  "Conversion  Shares") at the request
of the holders of such securities.  The Company has previously announced that it
is in the process of  acquiring  a  telecommunications  equipment  company and a
telecommunications  engineering/consulting company. As a result of these pending
acquisitions,  the Company  has been unable to comply with the  requests of such
holders to register the Conversion Shares under the Act.

                  In lieu of filing such registration, the holders of the Series
B Preferred and Debentures  requested  that the  Conversion  Shares to be issued
upon  conversion  of the  Debentures  and Series B Preferred  Stock be deemed to
qualify under  Regulation S under the Act. At the time of the original  purchase
of the  Debentures  and the  Series  B  Preferred,  as well as at the  point  of
conversion,  such holders were non-U.S.  Persons and the transactions  otherwise
met the requirements of Regulation S. Accordingly, in October 1997, the Company,
in reliance on the exemption provided by Regulation S, issued 709,677 Conversion
Shares  on the  conversion  of  1,100  shares  of  Series B  Preferred,  613,565
Conversion  Shares on the  conversion  of 882  Series B  Preferred  Shares,  and
720,000  Conversion  Shares on  conversion of $900,000  principal  amount of the
Debentures, for a total of 2,043,242 shares of Common Stock.

                  In  addition,  in October  1997,  in order to provide  working
capital and certain funds for one of the acquisitions, the Company completed the
sale of $1.0  million  of 5.5%  Convertible  Subordinated  Debentures  and  $1.0
million of Series C Convertible  Preferred  Stock in exempt  transactions  under
Section 4(2) and Regulation D under the Act. The  Debentures are  convertible on
or after January 27, 1998 until April 27, 1999, the Maturity  Date,  into shares
of Common Stock at $5.475 per share.

                  The Series C Preferred  is  convertible  into shares of Common
Stock at a price equal to the lower of $6.48375  per share or 80% of the average
closing bid prices of the Common Stock for the five consecutive days immediately
preceding the date of  conversion.  For a one-year  period after the issuance of
the  Series C  Preferred,  the floor on the  conversion  price will be $3.42 per
share.  Dividends  are payable on the Series C  Preferred  at the rate of 4% per
annum in shares of Common  Stock or cash,  at the  option of the  Company,  on a
quarterly  basis.  The Series C Preferred  is  redeemable,  at the option of the
Company, in whole or in part, on or after 60 days after insurance at 130% of the
original  purchase  price.  The Company  has  committed  to file a  registration
statement  covering the Common Stock  issuable  upon  conversion of the Series C
Preferred on or before November 30, 1997.
                                       -2-

                                   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.


                                        INTERNATIONAL FIBERCOM, INC.




                                        By /s/ Joseph P. Kealy
                                        ----------------------------------------
                                        Joseph P. Kealy
                                        Its Chairman of the Board and President

Dated:  November 7, 1997