AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                       SEPTEMBER  10, 1997
                                
                              REGISTRATION NO.  333-
- ------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                        ----------------
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                        ----------------
                GULFSTREAM AEROSPACE CORPORATION
     (Exact name of registrant as specified in its charter)

     Delaware                                    13-3554834
  (State or other                             (I.R.S. Employer
  jurisdiction of                              Identification
 incorporation or                                  Number)
   organization)
                         P.O. Box  2206               
                       500 Gulfstream Road
                        Savannah, Georgia
                           31402-2206
                           (Address of
                     registrant's principal
                            executive
                            offices)

              CERTAIN SHARES TO BE ISSUED UNDER THE
                GULFSTREAM AEROSPACE CORPORATION
           AMENDED AND RESTATED 1990 STOCK OPTION PLAN
                     (Full title of the plan)
                                
                       Ira P. Berman, Esq.
            Senior Vice President and General Counsel
                       500 Gulfstream Road
                          P.O. Box 2206
                     Savannah, Georgia 31402
                         (912) 965-3000
   (Name, address, and telephone number of agent for service)
                                
<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE


                            Proposed       Proposed          
   Title of                  Maximum        Maximum          
  Securities   Amount to    Offering       Aggregate         Amount of
    to be          be       Price Per      Offering        Registration
  Registered   Registered     Share          Price              Fee
- -------------  ----------   ---------   --------------     ------------
<S>             <C>         <C>        <C>                 <C> 
Common Stock,   318,544     $4.10 (1)  $1,306,030.40(1)    $395.77  (1)
$.01 par value   shares                         
per share                               
                                             
<FN>
(1)  Pursuant to Rule 457 (h), the maximum offering price and
     registration are based on the maximum price at which employee
     stock options covering the registered shares may be exercised.
</FN>
</TABLE>
                        EXPLANATORY NOTE
     This Registration Statement relates to the Amended and
Restated 1990 Stock Option Plan (the "Stock Option Plan") of
Gulfstream Aerospace Corporation (the "Company").  The Stock
Option Plan provides for the granting of options to purchase
shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), to any employee or director of, or
consultant or advisor to, the Company or its subsidiaries.
Messrs. Fred A. Breidenbach, John A. Morrison and Donald B.
Cooper (collectively the "Employees") currently hold stock
options to purchase 514,814, 56,834 and 7,526 shares of Common
Stock, respectively, pursuant to the Stock Option Plan.  In
connection with their termination of employment, the Employees
must exercise or forfeit their options, and in connection with
any such exercises, the Employees will become subject to federal,
state and local income taxes (the "Taxes").  The purpose of this
Registration Statement is to enable the Employees to sell
immediately up to a specified number of shares of Common Stock
having a fair market value approximately equal to the amount of
the Taxes.  Accordingly, this Registration Statement relates to
the registration of 283,147, 31,258 and 4,139 shares,
respectively, of Common Stock which are issuable upon the
exercise of options by Messrs. Breidenbach, Morrison and Cooper.

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.  Incorporation of Documents by Reference
          
     The following documents, which have been filed by the
Company with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration
Statement.

          (a)  The Company's Annual Report on Form 10-K for the
     year ended December 31, 1996 (the "Form 10-K"); and
     
          (b)  The Company's Quarterly Reports on Form 10-Q for
     the quarterly periods ended March 31, 1997 and June 30,
     1997; and
     
          (c)  The description of the Common Stock of the
     Company, which is registered under Section 12 of the
     Securities Exchange Act of 1934 (the "Exchange Act"),
     contained in the Registration Statement on Form S-1 filed
     with the Commission on October 9, 1996 (No. 333-09897).
     
          All documents filed subsequent to the date hereof by
the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of the filing (such
documents and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").  Any statement
contained herein or in an Incorporated Document deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such
statement as so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 6.  Indemnification of Directors and Officers
          
     The Restated Certificate of Incorporation and the By-Laws of
the Company provide for indemnification, to the fullest extent
permitted by the DGCL, of any person who is or was involved in
any manner in any pending, threatened or completed investigation,
claim or other proceeding by reason of the fact that such person
is or was a director or officer of the Company or, at the request
of the Company, is or was serving as a director or officer of
another entity, against all expenses, liabilities, losses and
claims actually incurred or suffered by such person in connection
with the investigation, claim or other proceeding.  The By-Laws
also provide that the Company shall advance expenses to a
director or officer upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is
ultimately determined that the director or officer is not
entitled to be indemnified by the Company.

     Article SIXTH of the Restated Certificate of Incorporation
provides that directors of the Company shall not, to the fullest
extent permitted by the DGCL, be liable to the Company or any of
its stockholders for monetary damages for any breach of fiduciary
duty as a director.  The Restated Certificate of Incorporation
also provides that if the DGCL is amended to permit further
elimination or limitation of the personal liability of directors,
then the liability of the directors of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL
as so amended.

     The Company and Gulfstream Delaware Corporation have entered
into agreements to provide indemnification for the Company's
directors and certain officers in addition to the indemnification
provided for in the Restated Certificate of Incorporation and the
By-Laws.  These agreements, among other things, will indemnify
the Company's directors and certain officers to the fullest
extent permitted by Delaware law for certain expenses (including
attorneys' fees) and all losses, claims, liabilities, judgments,
fines and settlement amounts incurred by such person arising out
of or in connection with such person's service as a director or
officer of the Company or another entity for which such person
was serving as an officer or director at the request of the
Company.

     Policies of insurance are maintained by the Company under
which its directors and officers are insured, within the limits
and subject to the limitations of the policies, against certain
expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits
or proceedings to which they are parties by reason of being or
having been such directors or officers.

Item 8.  Exhibits
          
Exhibit No.         Description of Exhibit

4.1  --   Form of Restated Certificate of Incorporation.     
          (Filed as Exhibit 3.1 to the Company's             
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.2  --   Form of Restated By-Laws.  (Filed as Exhibit 3.2  
          to the Company's Registration Statement on Form S- 
          1 (File No. 333-09897) and incorporated herein by
          reference)
          
4.3  --   Specimen Form of Common Stock Certificate.         
          (Filed as Exhibit 4.1 to the Company's              
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.4  --   Gulfstream Aerospace Corporation Stock Option      
          Plan.  (Filed as Exhibit 10.7 to the Company's     
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.5  --   Amended and Restated Gulfstream Aerospace          
          Corporation 1990 Stock Option Plan, as further     
          amended through July 30, 1997.  (Filed as Exhibit
          10.27 to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended June 30, 1997
          and incorporated herein by reference)
          
4.6  --   Form of Employee Stock Option Agreement.  (Filed   
          as Exhibit 10.9 to the Company's Annual Report on  
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
4.7  --   Form of Stockholders' Agreement.  (Filed as        
          Exhibit 10.10 to the Company's Annual Report on    
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
5.1  --   Opinion of Ira P. Berman, Esq. (as to the          
          legality of the shares of Common Stock covered by  
          the Registration Statement)
          
23.1  --  Consent of Deloitte & Touche LLP                   
                                                             
23.2  --  Consent of Ira P. Berman, Esq. (included in        
          Exhibit 5.1)                                       
          
24.1  --  Powers of Attorney (included on the signature      
          pages)                                             
          

Item 9.  Undertakings
          
     The Company hereby undertakes:

          (a)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to the
     Registration Statement to include any material information
     with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material
     change to such information in the Registration Statement.
     
          (b)  That, for the purpose of determining any liability
     under the Securities Act, each post-effective amendment to
     this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
     
          (c)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.
     
          (d)  That, for the purpose of determining any liability
     under the Securities Act, each filing of the Company's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in this
     Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
     
          Insofar as indemnification for liabilities arising
     under the Securities Act may be permitted to directors,
     officers and controlling persons of the Company pursuant to
     the foregoing provisions, or otherwise, the Company has been
     advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such
     liabilities (other than the payment by the Company of
     expenses incurred or paid by a director, officer or
     controlling person of the Company in the successful defense
     of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with
     the securities being registered, the Company will, unless in
     the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it
     is against public policy as expressed in the Securities Act
     and will be governed by the final adjudication of such
     issue.
     
                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Savannah, Georgia, on September 10, 1997.


                              GULFSTREAM AEROSPACE CORPORATION
                              
                              
                              By:    /s/ Chris A. Davis
                                     -------------------------
                                     Chris A. Davis
                                     Executive Vice President and
                                     Chief Financial Officer
                                
                                
                        POWER OF ATTORNEY
                                
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Chris A.
Davis and Ira P. Berman, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers
of substitution and resubstitution, for him in his or her name,
place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement and any additional
registration statements pursuant to Instruction E to Form S-8 and
any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and
hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

             Signature                  Title              Date
                                                             
      /s/ Theodore J. Forstmann    Chairman of the       Sept. 10, 1997
   ------------------------------     Board and     
   Theodore J. Forstmann               Director
                                           
      /s/ James T. Johnson          President and        Sept. 2, 1997
   ------------------------------  Chief Operating  
   James T. Johnson                 Officer and
                                       Director
                                           
      /s/ Bryan T. Moss            Vice Chairman of      Sept. 10, 1997
   ------------------------------   the Board and   
   Bryan T. Moss                       Director
                                           
      /s/ Chris A. Davis            Executive Vice       Sept. 10, 1997
   ------------------------------    President,    
   Chris A. Davis                  Chief Financial
                                     Officer and
                                      Secretary
                                      (Principal
                                      Financial
                                     Officer and
                                      Principal
                                      Accounting
                                     Officer) and
                                       Director
                                           
      /s/ W. W. Boisture, Jr.       Executive Vice      Sept. 10, 1997
   ------------------------------   President and   
   W.W. Boisture, Jr.                  Director
                                           
                                                    
                                                    
                                                    
      /s/ William R. Acquavella        Director         Sept. 2, 1997
   ------------------------------
   William R. Acquavella
   
      /s/ Robert Anderson              Director         Sept. 2, 1997
   ------------------------------                   
   Robert Anderson
   
      /s/ Charlotte L. Beers           Director         Sept. 10, 1997
   ------------------------------                   
   Charlotte L. Beers
   
      /s/ Thomas D. Bell, Jr.          Director         Sept. 2, 1997
   ------------------------------                   
   Thomas D. Bell, Jr.
   
      /s/ Lynn Forester                Director         Sept. 10, 1997
   ------------------------------                   
   Lynn Forester
   
      /s/ Nicholas C. Forstmann        Director         Sept. 10, 1997
   ------------------------------                   
   Nicholas C. Forstmann
   
      /s/ Sandra J. Horbach            Director         Sept. 10, 1997
   ------------------------------                   
   Sandra J. Horbach
   
      /s/ Drew Lewis                   Director         Sept. 4, 1997
   ------------------------------                     
   Drew Lewis
   
      /s/ Mark H. McCormack            Director         Sept. 3, 1997
   ------------------------------                   
   Mark H. McCormack
   
      /s/ Michael S. Ovitz             Director         Sept. 5, 1997
   ------------------------------                   
   Michael S. Ovitz
   
      /s/ Allen E. Paulson             Director         Sept. 1, 1997
   ------------------------------                   
   Allen E. Paulson
   
      /s/ Roger S. Penske              Director         Sept. 10, 1997
   ------------------------------                   
   Roger S. Penske
   
      /s/ Colin L. Powell              Director         Sept. 2, 1997
   ------------------------------                   
   Colin L. Powell
   
      /s/ Gerard Roche                 Director         Sept. 4, 1997
   ------------------------------                   
   Gerard Roche
   
      /s/ Donald H. Rumsfeld           Director         Sept. 2, 1997
   ------------------------------                   
   Donald H. Rumsfeld
   
      /s/ George P. Shultz             Director         Sept. 2, 1997
   ------------------------------                   
   George P. Shultz
   
      /S/ Robert S. Strauss            Director         Sept. 10, 1997
   ------------------------------                   
   Robert S. Strauss
   
                                


                          INDEX TO EXHIBITS                     
                                                                
Exhibit                                                       Page    
  No.                  Description of Exhibit                  No.
                                                               
                                                                
    
4.1  --   Form of Restated Certificate of Incorporation.     
          (Filed as Exhibit 3.1 to the Company's             
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.2  --   Form of Restated By-Laws.  (Filed as Exhibit 3.2  
          to the Company's Registration Statement on Form S- 
          1 (File No. 333-09897) and incorporated herein by
          reference)
          
4.3  --   Specimen Form of Common Stock Certificate.         
          (Filed as Exhibit 4.1 to the Company's              
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.4  --   Gulfstream Aerospace Corporation Stock Option      
          Plan.  (Filed as Exhibit 10.7 to the Company's     
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.5  --   Amended and Restated Gulfstream Aerospace          
          Corporation 1990 Stock Option Plan, as further     
          amended through July 30, 1997.  (Filed as Exhibit
          10.27 to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended June 30, 1997
          and incorporated herein by reference)
          
4.6  --   Form of Employee Stock Option Agreement.  (Filed   
          as Exhibit 10.9 to the Company's Annual Report on  
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
4.7  --   Form of Stockholders' Agreement.  (Filed as        
          Exhibit 10.10 to the Company's Annual Report on    
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
5.1  --   Opinion of Ira P. Berman, Esq. (as to the          
          legality of the shares of Common Stock covered by  
          the Registration Statement)
          
23.1  --  Consent of Deloitte & Touche LLP                   
                                                             
23.2  --  Consent of Ira P. Berman, Esq. (included in        
          Exhibit 5.1)                                       
          
24.1  --  Powers of Attorney (included on the signature      
          pages)
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                       SEPTEMBER  10, 1997
                                
                              REGISTRATION NO.  333-
- ------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                        ----------------
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                        ----------------
                GULFSTREAM AEROSPACE CORPORATION
     (Exact name of registrant as specified in its charter)

     Delaware                                    13-3554834
  (State or other                             (I.R.S. Employer
  jurisdiction of                              Identification
 incorporation or                                  Number)
   organization)
                         P.O. Box  2206               
                       500 Gulfstream Road
                        Savannah, Georgia
                           31402-2206
                           (Address of
                     registrant's principal
                            executive
                            offices)

              CERTAIN SHARES TO BE ISSUED UNDER THE
                GULFSTREAM AEROSPACE CORPORATION
           AMENDED AND RESTATED 1990 STOCK OPTION PLAN
                     (Full title of the plan)
                                
                       Ira P. Berman, Esq.
            Senior Vice President and General Counsel
                       500 Gulfstream Road
                          P.O. Box 2206
                     Savannah, Georgia 31402
                         (912) 965-3000
   (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

                            Proposed       Proposed          
   Title of                  Maximum        Maximum          
  Securities   Amount to    Offering       Aggregate         Amount of
    to be          be       Price Per      Offering        Registration
  Registered   Registered     Share          Price              Fee
- -------------  ----------   ---------   --------------     ------------
Common Stock,   318,544     $4.10 (1)  $1,306,030.40(1)    $395.77  (1)
$.01 par value   shares                         
per share
(1)  Pursuant to Rule 457 (h), the maximum offering price and
     registration are based on the maximum price at which employee
     stock options covering the registered shares may be exercised.
EXPLANATORY NOTE
     This Registration Statement relates to the Amended and
Restated 1990 Stock Option Plan (the "Stock Option Plan") of
Gulfstream Aerospace Corporation (the "Company").  The Stock
Option Plan provides for the granting of options to purchase
shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), to any employee or director of, or
consultant or advisor to, the Company or its subsidiaries.
Messrs. Fred A. Breidenbach, John A. Morrison and Donald B.
Cooper (collectively the "Employees") currently hold stock
options to purchase 514,814, 56,834 and 7,526 shares of Common
Stock, respectively, pursuant to the Stock Option Plan.  In
connection with their termination of employment, the Employees
must exercise or forfeit their options, and in connection with
any such exercises, the Employees will become subject to federal,
state and local income taxes (the "Taxes").  The purpose of this
Registration Statement is to enable the Employees to sell
immediately up to a specified number of shares of Common Stock
having a fair market value approximately equal to the amount of
the Taxes.  Accordingly, this Registration Statement relates to
the registration of 283,147, 31,258 and 4,139 shares,
respectively, of Common Stock which are issuable upon the
exercise of options by Messrs. Breidenbach, Morrison and Cooper.

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.  Incorporation of Documents by Reference
          
     The following documents, which have been filed by the
Company with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration
Statement.

          (a)  The Company's Annual Report on Form 10-K for the
     year ended December 31, 1996 (the "Form 10-K"); and
     
          (b)  The Company's Quarterly Reports on Form 10-Q for
     the quarterly periods ended March 31, 1997 and June 30,
     1997; and
     
          (c)  The description of the Common Stock of the
     Company, which is registered under Section 12 of the
     Securities Exchange Act of 1934 (the "Exchange Act"),
     contained in the Registration Statement on Form S-1 filed
     with the Commission on October 9, 1996 (No. 333-09897).
     
          All documents filed subsequent to the date hereof by
the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of the filing (such
documents and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").  Any statement
contained herein or in an Incorporated Document deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such
statement as so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 6.  Indemnification of Directors and Officers
          
     The Restated Certificate of Incorporation and the By-Laws of
the Company provide for indemnification, to the fullest extent
permitted by the DGCL, of any person who is or was involved in
any manner in any pending, threatened or completed investigation,
claim or other proceeding by reason of the fact that such person
is or was a director or officer of the Company or, at the request
of the Company, is or was serving as a director or officer of
another entity, against all expenses, liabilities, losses and
claims actually incurred or suffered by such person in connection
with the investigation, claim or other proceeding.  The By-Laws
also provide that the Company shall advance expenses to a
director or officer upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is
ultimately determined that the director or officer is not
entitled to be indemnified by the Company.

     Article SIXTH of the Restated Certificate of Incorporation
provides that directors of the Company shall not, to the fullest
extent permitted by the DGCL, be liable to the Company or any of
its stockholders for monetary damages for any breach of fiduciary
duty as a director.  The Restated Certificate of Incorporation
also provides that if the DGCL is amended to permit further
elimination or limitation of the personal liability of directors,
then the liability of the directors of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL
as so amended.

     The Company and Gulfstream Delaware Corporation have entered
into agreements to provide indemnification for the Company's
directors and certain officers in addition to the indemnification
provided for in the Restated Certificate of Incorporation and the
By-Laws.  These agreements, among other things, will indemnify
the Company's directors and certain officers to the fullest
extent permitted by Delaware law for certain expenses (including
attorneys' fees) and all losses, claims, liabilities, judgments,
fines and settlement amounts incurred by such person arising out
of or in connection with such person's service as a director or
officer of the Company or another entity for which such person
was serving as an officer or director at the request of the
Company.

     Policies of insurance are maintained by the Company under
which its directors and officers are insured, within the limits
and subject to the limitations of the policies, against certain
expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits
or proceedings to which they are parties by reason of being or
having been such directors or officers.

Item 8.  Exhibits
          
Exhibit No.         Description of Exhibit

4.1  --   Form of Restated Certificate of Incorporation.     
          (Filed as Exhibit 3.1 to the Company's             
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.2  --   Form of Restated By-Laws.  (Filed as Exhibit 3.2  
          to the Company's Registration Statement on Form S- 
          1 (File No. 333-09897) and incorporated herein by
          reference)
          
4.3  --   Specimen Form of Common Stock Certificate.         
          (Filed as Exhibit 4.1 to the Company's              
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.4  --   Gulfstream Aerospace Corporation Stock Option      
          Plan.  (Filed as Exhibit 10.7 to the Company's     
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.5  --   Amended and Restated Gulfstream Aerospace          
          Corporation 1990 Stock Option Plan, as further     
          amended through July 30, 1997.  (Filed as Exhibit
          10.27 to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended June 30, 1997
          and incorporated herein by reference)
          
4.6  --   Form of Employee Stock Option Agreement.  (Filed   
          as Exhibit 10.9 to the Company's Annual Report on  
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
4.7  --   Form of Stockholders' Agreement.  (Filed as        
          Exhibit 10.10 to the Company's Annual Report on    
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
5.1  --   Opinion of Ira P. Berman, Esq. (as to the          
          legality of the shares of Common Stock covered by  
          the Registration Statement)
          
23.1  --  Consent of Deloitte & Touche LLP                   
                                                             
23.2  --  Consent of Ira P. Berman, Esq. (included in        
          Exhibit 5.1)                                       
          
24.1  --  Powers of Attorney (included on the signature      
          pages)                                             
          

Item 9.  Undertakings
          
     The Company hereby undertakes:

          (a)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to the
     Registration Statement to include any material information
     with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material
     change to such information in the Registration Statement.
     
          (b)  That, for the purpose of determining any liability
     under the Securities Act, each post-effective amendment to
     this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
     
          (c)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.
     
          (d)  That, for the purpose of determining any liability
     under the Securities Act, each filing of the Company's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in this
     Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
     
          Insofar as indemnification for liabilities arising
     under the Securities Act may be permitted to directors,
     officers and controlling persons of the Company pursuant to
     the foregoing provisions, or otherwise, the Company has been
     advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such
     liabilities (other than the payment by the Company of
     expenses incurred or paid by a director, officer or
     controlling person of the Company in the successful defense
     of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with
     the securities being registered, the Company will, unless in
     the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it
     is against public policy as expressed in the Securities Act
     and will be governed by the final adjudication of such
     issue.
     
                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Savannah, Georgia, on September 10, 1997.

                              GULFSTREAM AEROSPACE CORPORATION
                              
                              
                              By:    /s/ Chris A. Davis
                                     -------------------------
                                     Chris A. Davis
                                     Executive Vice President and
                                     Chief Financial Officer
                                
                                
                        POWER OF ATTORNEY
                                
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Chris A.
Davis and Ira P. Berman, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers
of substitution and resubstitution, for him in his or her name,
place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement and any additional
registration statements pursuant to Instruction E to Form S-8 and
any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and
hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

             Signature                  Title              Date
                                                             
      /s/ Theodore J. Forstmann    Chairman of the       Sept. 10, 1997
   ------------------------------     Board and     
   Theodore J. Forstmann               Director
                                           
      /s/ James T. Johnson          President and        Sept. 2, 1997
   ------------------------------  Chief Operating  
   James T. Johnson                 Officer and
                                       Director
                                           
      /s/ Bryan T. Moss            Vice Chairman of      Sept. 10, 1997
   ------------------------------   the Board and   
   Bryan T. Moss                       Director
                                           
      /s/ Chris A. Davis            Executive Vice       Sept. 10, 1997
   ------------------------------    President,    
   Chris A. Davis                  Chief Financial
                                     Officer and
                                      Secretary
                                      (Principal
                                      Financial
                                     Officer and
                                      Principal
                                      Accounting
                                     Officer) and
                                       Director
                                           
      /s/ W. W. Boisture, Jr.       Executive Vice      Sept. 10, 1997
   ------------------------------   President and   
   W.W. Boisture, Jr.                  Director
                                           
                                                    
                                                    
                                                    
      /s/ William R. Acquavella        Director         Sept. 2, 1997
   ------------------------------
   William R. Acquavella
   
      /s/ Robert Anderson              Director         Sept. 2, 1997
   ------------------------------                   
   Robert Anderson
   
      /s/ Charlotte L. Beers           Director         Sept. 10, 1997
   ------------------------------                   
   Charlotte L. Beers
   
      /s/ Thomas D. Bell, Jr.          Director         Sept. 2, 1997
   ------------------------------                   
   Thomas D. Bell, Jr.
   
      /s/ Lynn Forester                Director         Sept. 10, 1997
   ------------------------------                   
   Lynn Forester
   
      /s/ Nicholas C. Forstmann        Director         Sept. 10, 1997
   ------------------------------                   
   Nicholas C. Forstmann
   
      /s/ Sandra J. Horbach            Director         Sept. 10, 1997
   ------------------------------                   
   Sandra J. Horbach
   
      /s/ Drew Lewis                   Director         Sept. 4, 1997
   ------------------------------                     
   Drew Lewis
   
      /s/ Mark H. McCormack            Director         Sept. 3, 1997
   ------------------------------                   
   Mark H. McCormack
   
      /s/ Michael S. Ovitz             Director         Sept. 5, 1997
   ------------------------------                   
   Michael S. Ovitz
   
      /s/ Allen E. Paulson             Director         Sept. 1, 1997
   ------------------------------                   
   Allen E. Paulson
   
      /s/ Roger S. Penske              Director         Sept. 10, 1997
   ------------------------------                   
   Roger S. Penske
   
      /s/ Colin L. Powell              Director         Sept. 2, 1997
   ------------------------------                   
   Colin L. Powell
   
      /s/ Gerard Roche                 Director         Sept. 4, 1997
   ------------------------------                   
   Gerard Roche
   
      /s/ Donald H. Rumsfeld           Director         Sept. 2, 1997
   ------------------------------                   
   Donald H. Rumsfeld
   
      /s/ George P. Shultz             Director         Sept. 2, 1997
   ------------------------------                   
   George P. Shultz
   
      /S/ Robert S. Strauss            Director         Sept. 10, 1997
   ------------------------------                   
   Robert S. Strauss
   
                                

                          INDEX TO EXHIBITS                     
                                                                
Exhibit                                                       Page    
  No.                  Description of Exhibit                  No.
                                                               
                                                                
    
4.1  --   Form of Restated Certificate of Incorporation.     
          (Filed as Exhibit 3.1 to the Company's             
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.2  --   Form of Restated By-Laws.  (Filed as Exhibit 3.2  
          to the Company's Registration Statement on Form S- 
          1 (File No. 333-09897) and incorporated herein by
          reference)
          
4.3  --   Specimen Form of Common Stock Certificate.         
          (Filed as Exhibit 4.1 to the Company's              
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.4  --   Gulfstream Aerospace Corporation Stock Option      
          Plan.  (Filed as Exhibit 10.7 to the Company's     
          Registration Statement on Form S-1 (File No. 333-
          09897) and incorporated herein by reference)
          
4.5  --   Amended and Restated Gulfstream Aerospace          
          Corporation 1990 Stock Option Plan, as further     
          amended through July 30, 1997.  (Filed as Exhibit
          10.27 to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended June 30, 1997
          and incorporated herein by reference)
          
4.6  --   Form of Employee Stock Option Agreement.  (Filed   
          as Exhibit 10.9 to the Company's Annual Report on  
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
4.7  --   Form of Stockholders' Agreement.  (Filed as        
          Exhibit 10.10 to the Company's Annual Report on    
          Form 10-K for the Fiscal Year ended December 31,
          1996 and incorporated herein by reference)
          
5.1  --   Opinion of Ira P. Berman, Esq. (as to the          
          legality of the shares of Common Stock covered by  
          the Registration Statement)
          
23.1  --  Consent of Deloitte & Touche LLP                   
                                                             
23.2  --  Consent of Ira P. Berman, Esq. (included in        
          Exhibit 5.1)                                       
          
24.1  --  Powers of Attorney (included on the signature      
          pages)