AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
                                           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 jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                               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

              CERTAIN SHARES TO BE ISSUED TO JAMES T. JOHNSON
                    PURSUANT TO STOCK OPTION AGREEMENTS
                 DATED AUGUST 4, 1997 AND NOVEMBER 24, 1997
                          (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)


<PAGE>


<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE


                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
          TITLE OF SECURITIES              AMOUNT TO BE       OFFERING PRICE         AGGREGATE           AMOUNT OF
           TO BE REGISTERED                 REGISTERED          PER SHARE         OFFERING PRICE     REGISTRATION FEE
---------------------------------------- ------------------ ------------------- ------------------ ----------------------
<S>                                      <C>                <C>                 <C>                <C>         
Common Stock, par value $.01 per share   280,645 shares(1)      $54.40625(2)     $15,268,842.03(2)     $4,244.74(2)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share   1,600,000 shares(1)     $50.0625(3)    $80,100,000.00(3)      $22,267.80(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share       32,500(1)           $55.00(3)         1,787,500(3)         $496.93(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share       40,000(1)         $54.5625(3)        $2,182,500(3)         $606.74(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share   263,675 shares(1)     $26.9375(3)       $7,102,745.31(3)      $1,974.56(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Total Registration Fee                                                                                  $29,590.77

======================================== ================== =================== ================== ======================

<FN>

(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable by reason of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933.

(2)  Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
     amounts are calculated based upon the average of the high and low sale
     prices for the Common Stock as reported on the New York Stock Exchange
     on January 27, 1999, and are used solely for the purpose of
     calculating the registration fee.

(3)  Pursuant to Rule 457(h) under the Securities Act of 1933, the amounts
     are calculated based upon the maximum price at which stock options
     covering the registered shares of Common Stock may be exercised.

</FN>
</TABLE>


<PAGE>


                              EXPLANATORY NOTE

     This Registration  Statement relates to (i) 1,953,145 shares of common
stock of the Company, par value $.01 per share (the "Common Stock"),  which
may be issued upon the  exercise of  non-qualified  stock  options  granted
under the  Amended and  Restated  1990 Stock  Option  Plan (the  "Plan") of
Gulfstream Aerospace Corporation (the "Company") and (ii) 263,675 shares of
Common  Stock which may be issued to James T.  Johnson upon the exercise of
non-qualified  stock options  granted to him outside of the Plan.  The Plan
provides for the granting of options to purchase  shares of Common Stock to
eligible  employees and directors of, and  consultants and advisors to, the
Company and its  subsidiaries  and  affiliates.  On  December 9, 1998,  the
Company granted (and authorized certain future grants of) options under the
Plan to certain eligible  individuals.  This Registration  Statement covers
shares of Common  Stock  which may be  issued  upon the  exercise  of these
options, as well as upon the exercise of options which may be granted under
the  Plan  following  the  date  hereof.  In  addition,  this  Registration
Statement  covers  263,675  shares of Common Stock which may be issued upon
the exercise of options  granted to James T. Johnson outside of the Plan on
August 4, 1997 and November 24, 1997.

                                  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, 1997;

          (b)  The  Company's  Quarterly  Reports  on  Form  10-Q  for  the
     quarterly  periods ended  September 30, 1998,  June 30, 1998 and March
     31, 1998;

          (c) The  Company's  Current  Reports on Form 8-K dated August 19,
     1998 and February 10, 1998; and

          (d) 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) (the
     "Form S-1").

          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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the securities  offered pursuant to this  Registration
Statement  has been  passed upon for the  Company by Ira P.  Berman,  Esq.,
Senior Vice President and General Counsel of the Company.  Mr. Berman holds
options  to  purchase  shares  of  Common  Stock  of the  Company.  

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  Form  S-1 and  incorporated  herein  by
               reference)

4.2   --       Form of Restated  By-Laws  (Filed as Exhibit 3.2 to the Form
               S-1 and incorporated herein by reference)

4.3   --       Specimen Form of Common Stock Certificate  (Filed as Exhibit
               4.1 to the Form S-1 and incorporated herein by reference)

4.4   --       Amended and Restated Gulfstream  Aerospace  Corporation 1990
               Stock Option Plan, as further  amended  through  December 2,
               1998 *

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)

*    Filed herewith.



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.


<PAGE>


                                 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 February 3, 1999.


                                    GULFSTREAM AEROSPACE CORPORATION


                                    By:      /s/ Chris A. Davis
                                       ------------------------------
                                       Chris A. Davis
                                       Executive Vice President and
                                       Chief Financial and 
                                       Administrative 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 or her 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 or she might
or could do in person, and hereby ratifies,  approves and confirms all that
his or her said  attorneys-in-fact and agents, each acting alone, or his or
her  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 Board,         Dec. 9, 1998
-----------------------------  Chief Executive Officer and
Theodore J. Forstmann          Director


/s/  W. W. Boisture, Jr.       President, Chief Operating     Dec. 9, 1998
-----------------------------  Officer and Director
W.W. Boisture, Jr.


/s/  Chris A. Davis            Executive Vice President,      Dec. 9, 1998
-----------------------------  Chief Financial and
Chris A. Davis                 Administrative Officer,
                               Secretary and Director
                               (Principal Financial Officer
                               and Principal Accounting
                               Officer)


/s/  Bryan T. Moss             Vice Chairman of the Board     Dec. 9, 1998
-----------------------------  and Director
Bryan T. Moss


/s/  Robert Anderson           Director                       Dec. 9, 1998
-----------------------------
Robert Anderson


/s/ Charlotte L. Beers         Director                       Dec. 9, 1998
-----------------------------
Charlotte L. Beers



-----------------------------  Director                       Dec. __, 1998
Thomas D. Bell, Jr.


/s/  Lynn Forester             Director                       Dec. 9, 1998
-----------------------------
Lynn Forester


/s/  Nicholas C. Forstmann     Director                       Dec. 9, 1998
-----------------------------
Nicholas C. Forstmann


/s/  Sandra J. Horbach         Director                       Dec. 9, 1998
-----------------------------
Sandra J. Horbach


/s/  James T. Johnson          Director                       Dec. 9, 1998
-----------------------------
James T. Johnson


/s/  Henry A. Kissinger        Director                       Dec. 9, 1998
-----------------------------
Henry A. Kissinger


/s/  Drew Lewis                Director                       Dec. 9, 1998
-----------------------------
Drew Lewis


/s/  Mark H. McCormack         Director                       Dec. 9, 1998
-----------------------------
Mark H. McCormack



-----------------------------  Director                       Dec. __, 1998
Michael S. Ovitz



-----------------------------  Director                       Dec. __, 1998
Allen E. Paulson


/s/  Roger S. Penske           Director                       Dec. 9, 1998
-----------------------------
Roger S. Penske


/s/  Colin L. Powell           Director                       Dec. 9, 1998
-----------------------------
Colin L. Powell


/s/  Gerard Roche              Director                       Dec. 9, 1998
-----------------------------
Gerard Roche


/s/  Donald H. Rumsfeld        Director                       Dec. 9, 1998
-----------------------------
Donald H. Rumsfeld


/s/  George P. Shultz          Director                       Dec. 9, 1998
-----------------------------
George P. Shultz


/s/  Robert S. Strauss         Director                       Dec. 9, 1998
-----------------------------
Robert S. Strauss


<PAGE>


                             INDEX TO EXHIBITS
                             -----------------

EXHIBIT NO.                DESCRIPTION OF EXHIBIT                  PAGE NO.
-----------               ----------------------                   --------

    4.1         Form    of    Restated     Certificate    of
                Incorporation  (Filed as Exhibit  3.1 to the
                Registration  Statement  on Form  S-1  filed
                with the  Commission on October 9, 1996 (No.
                333-09897) (the "Form S-1") and incorporated
                herein by reference)

    4.2         Form of Restated  By-Laws  (Filed as Exhibit
                3.2 to the Form S-1 and incorporated  herein
                by reference)

    4.3         Specimen  Form of Common  Stock  Certificate
                (Filed  as  Exhibit  4.1 to the Form S-1 and
                incorporated herein by reference)

    4.4         Amended and  Restated  Gulfstream  Aerospace
                Corporation   1990  Stock  Option  Plan,  as
                further amended through December 2, 1998 *

    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)


*    Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22488}]
{"company-data": {"conformed-name": "GULFSTREAM AEROSPACE CORP", "cik": "0000715355", "assigned-sic": "3721", "irs-number": "133554834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71689", "film-number": "99520262"}, "business-address": {"street1": "P O BOX 2206", "street2": "500 GULFSTREAM RD - TRAVIS FIELD", "city": "SAVANNAH", "state": "GA", "zip": "31402-2206", "phone": "9129643000"}, "mail-address": {"street1": "500 GULFSTREAM RD", "street2": "TRAVIS FIELD", "city": "SAVANNAH", "state": "GA", "zip": "31402-2206"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
                                           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 jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                               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

              CERTAIN SHARES TO BE ISSUED TO JAMES T. JOHNSON
                    PURSUANT TO STOCK OPTION AGREEMENTS
                 DATED AUGUST 4, 1997 AND NOVEMBER 24, 1997
                          (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 MAXIMUM    PROPOSED MAXIMUM
          TITLE OF SECURITIES              AMOUNT TO BE       OFFERING PRICE         AGGREGATE           AMOUNT OF
           TO BE REGISTERED                 REGISTERED          PER SHARE         OFFERING PRICE     REGISTRATION FEE
---------------------------------------- ------------------ ------------------- ------------------ ----------------------
Common Stock, par value $.01 per share   280,645 shares(1)      $54.40625(2)     $15,268,842.03(2)     $4,244.74(2)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share   1,600,000 shares(1)     $50.0625(3)    $80,100,000.00(3)      $22,267.80(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share       32,500(1)           $55.00(3)         1,787,500(3)         $496.93(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share       40,000(1)         $54.5625(3)        $2,182,500(3)         $606.74(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Common Stock, par value $.01 per share   263,675 shares(1)     $26.9375(3)       $7,102,745.31(3)      $1,974.56(3)

---------------------------------------- ------------------ ------------------- ------------------ ----------------------

Total Registration Fee                                                                                  $29,590.77

======================================== ================== =================== ================== ======================
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable by reason of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933.

(2)  Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
     amounts are calculated based upon the average of the high and low sale
     prices for the Common Stock as reported on the New York Stock Exchange
     on January 27, 1999, and are used solely for the purpose of
     calculating the registration fee.

(3)  Pursuant to Rule 457(h) under the Securities Act of 1933, the amounts
     are calculated based upon the maximum price at which stock options
     covering the registered shares of Common Stock may be exercised.
EXPLANATORY NOTE

     This Registration  Statement relates to (i) 1,953,145 shares of common
stock of the Company, par value $.01 per share (the "Common Stock"),  which
may be issued upon the  exercise of  non-qualified  stock  options  granted
under the  Amended and  Restated  1990 Stock  Option  Plan (the  "Plan") of
Gulfstream Aerospace Corporation (the "Company") and (ii) 263,675 shares of
Common  Stock which may be issued to James T.  Johnson upon the exercise of
non-qualified  stock options  granted to him outside of the Plan.  The Plan
provides for the granting of options to purchase  shares of Common Stock to
eligible  employees and directors of, and  consultants and advisors to, the
Company and its  subsidiaries  and  affiliates.  On  December 9, 1998,  the
Company granted (and authorized certain future grants of) options under the
Plan to certain eligible  individuals.  This Registration  Statement covers
shares of Common  Stock  which may be  issued  upon the  exercise  of these
options, as well as upon the exercise of options which may be granted under
the  Plan  following  the  date  hereof.  In  addition,  this  Registration
Statement  covers  263,675  shares of Common Stock which may be issued upon
the exercise of options  granted to James T. Johnson outside of the Plan on
August 4, 1997 and November 24, 1997.

                                  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, 1997;

          (b)  The  Company's  Quarterly  Reports  on  Form  10-Q  for  the
     quarterly  periods ended  September 30, 1998,  June 30, 1998 and March
     31, 1998;

          (c) The  Company's  Current  Reports on Form 8-K dated August 19,
     1998 and February 10, 1998; and

          (d) 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) (the
     "Form S-1").

          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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the securities  offered pursuant to this  Registration
Statement  has been  passed upon for the  Company by Ira P.  Berman,  Esq.,
Senior Vice President and General Counsel of the Company.  Mr. Berman holds
options  to  purchase  shares  of  Common  Stock  of the  Company.  

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  Form  S-1 and  incorporated  herein  by
               reference)

4.2   --       Form of Restated  By-Laws  (Filed as Exhibit 3.2 to the Form
               S-1 and incorporated herein by reference)

4.3   --       Specimen Form of Common Stock Certificate  (Filed as Exhibit
               4.1 to the Form S-1 and incorporated herein by reference)

4.4   --       Amended and Restated Gulfstream  Aerospace  Corporation 1990
               Stock Option Plan, as further  amended  through  December 2,
               1998 *

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)

*    Filed herewith.

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 February 3, 1999.

                                    GULFSTREAM AEROSPACE CORPORATION

                                    By:      /s/ Chris A. Davis
                                       ------------------------------
                                       Chris A. Davis
                                       Executive Vice President and
                                       Chief Financial and 
                                       Administrative 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 or her 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 or she might
or could do in person, and hereby ratifies,  approves and confirms all that
his or her said  attorneys-in-fact and agents, each acting alone, or his or
her  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 Board,         Dec. 9, 1998
-----------------------------  Chief Executive Officer and
Theodore J. Forstmann          Director

/s/  W. W. Boisture, Jr.       President, Chief Operating     Dec. 9, 1998
-----------------------------  Officer and Director
W.W. Boisture, Jr.

/s/  Chris A. Davis            Executive Vice President,      Dec. 9, 1998
-----------------------------  Chief Financial and
Chris A. Davis                 Administrative Officer,
                               Secretary and Director
                               (Principal Financial Officer
                               and Principal Accounting
                               Officer)

/s/  Bryan T. Moss             Vice Chairman of the Board     Dec. 9, 1998
-----------------------------  and Director
Bryan T. Moss

/s/  Robert Anderson           Director                       Dec. 9, 1998
-----------------------------
Robert Anderson

/s/ Charlotte L. Beers         Director                       Dec. 9, 1998
-----------------------------
Charlotte L. Beers

-----------------------------  Director                       Dec. __, 1998
Thomas D. Bell, Jr.

/s/  Lynn Forester             Director                       Dec. 9, 1998
-----------------------------
Lynn Forester

/s/  Nicholas C. Forstmann     Director                       Dec. 9, 1998
-----------------------------
Nicholas C. Forstmann

/s/  Sandra J. Horbach         Director                       Dec. 9, 1998
-----------------------------
Sandra J. Horbach

/s/  James T. Johnson          Director                       Dec. 9, 1998
-----------------------------
James T. Johnson

/s/  Henry A. Kissinger        Director                       Dec. 9, 1998
-----------------------------
Henry A. Kissinger

/s/  Drew Lewis                Director                       Dec. 9, 1998
-----------------------------
Drew Lewis

/s/  Mark H. McCormack         Director                       Dec. 9, 1998
-----------------------------
Mark H. McCormack

-----------------------------  Director                       Dec. __, 1998
Michael S. Ovitz

-----------------------------  Director                       Dec. __, 1998
Allen E. Paulson

/s/  Roger S. Penske           Director                       Dec. 9, 1998
-----------------------------
Roger S. Penske

/s/  Colin L. Powell           Director                       Dec. 9, 1998
-----------------------------
Colin L. Powell

/s/  Gerard Roche              Director                       Dec. 9, 1998
-----------------------------
Gerard Roche

/s/  Donald H. Rumsfeld        Director                       Dec. 9, 1998
-----------------------------
Donald H. Rumsfeld

/s/  George P. Shultz          Director                       Dec. 9, 1998
-----------------------------
George P. Shultz

/s/  Robert S. Strauss         Director                       Dec. 9, 1998
-----------------------------
Robert S. Strauss
INDEX TO EXHIBITS
                             -----------------

EXHIBIT NO.                DESCRIPTION OF EXHIBIT                  PAGE NO.
-----------               ----------------------                   --------

    4.1         Form    of    Restated     Certificate    of
                Incorporation  (Filed as Exhibit  3.1 to the
                Registration  Statement  on Form  S-1  filed
                with the  Commission on October 9, 1996 (No.
                333-09897) (the "Form S-1") and incorporated
                herein by reference)

    4.2         Form of Restated  By-Laws  (Filed as Exhibit
                3.2 to the Form S-1 and incorporated  herein
                by reference)

    4.3         Specimen  Form of Common  Stock  Certificate
                (Filed  as  Exhibit  4.1 to the Form S-1 and
                incorporated herein by reference)

    4.4         Amended and  Restated  Gulfstream  Aerospace
                Corporation   1990  Stock  Option  Plan,  as
                further amended through December 2, 1998 *

    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)

*    Filed herewith.