SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last)

(First)

(Middle)

450 SEVENTH AVENUE

SUITE 509

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST AVIATION SERVICES INC [ FAVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/1998

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/14/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/1998		P		7,500	A	$4.62	1,394,892	D⁽¹⁾⁽²⁾
Common Stock	01/13/2003		S		7,500	D	$5.2472	2,168,444	D⁽¹⁾⁽²⁾
Common Stock	01/13/2003		S		7,500	D	$5.2472	2,168,444	I	As beneficiary⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Wynnefield Partners Small Cap Value, L.P. ("Partners") has direct beneficial ownership of 744,258 shares of the common stock of First Aviation Services, Inc. ("Common Stock"). Partners also has indirect beneficial ownership as a member of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act") as follows: 910,834 shares of Common Stock directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I ("Partners I"); 405,852 shares of Common Stock directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. ("Fund"); 7,500 shares of Common Stock held by the Wynnefield Capital, Inc. Profit Sharing Plan (the "Plan"); and 100,000 shares of Common Stock directly beneficially owned by Nelson Obus in his individual capacity. Mr. Obus, Partners I, and Fund are filing this amendment (this "Amendment") jointly with Partners (together, the "Reporting Persons").

2. The Reporting Persons are filing this Amendment to reflect the 7,500 shares of Common Stock held by the Plan, which were purchased by the Plan on November 20, 1998, but were not included in previous Forms 4 filed by the Reporting Persons. Each of the Reporting Persons has an indirect beneficial ownership interest in the shares of Common Stock held by the Plan as members of a group under Section 13(d) of the Act, and in the case of Mr. Obus, as a beneficiary of the Plan.

Remarks:

on behalf of Wynnefield Partners Small Cap Value, LP, as Managing Member of its general partners, Wynnefield Management, LLC

	Nelson Obus	04/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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