As filed with the Securities and Exchange Commission on July 14, 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                    (I.R.S. Employer
   of 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
                          (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
                                          Maximum      Maximum
                             Amount to    Offering     Aggregate    Amount of
    Title of Securities          be       Price Per    Offering    Registration
     to be Registered        Registered    Share        Price         Fee
------------------------------------------------------------------------------

Common Stock, par value    1 share(1)(2)  $68.91(3)    $68.91        $1.00
$.01 per share
==============================================================================

(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) See "Explanatory Note."

(3) 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 July 12, 1999, and are used solely for the purpose of calculating the
    registration fee.

<PAGE>
                              EXPLANATORY NOTE

     This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register  additional shares of common stock of Gulfstream  Aerospace
Corporation (the "Company"), par value $.01 per share (the "Common Stock"),
issuable  under the  Company's  Amended and Restated 1990 Stock Option Plan
(the "Plan"). This Registration Statement relates to shares of Common Stock
which  may be issued  upon the  exercise  of  non-qualified  stock  options
granted prior to December 9, 1998 under the Plan. On February 3, 1999,  the
Company  registered  1,953,145  shares  of Common  Stock on a  Registration
Statement  (File No.  333-71689)  (the "Form S-8") which were issuable upon
the  exercise  of stock  options  granted  under the Plan on and  following
December 9, 1998. As of the date hereof,  none of these 1,953,145 shares of
Common  Stock have been issued  under the Form S-8. The Company has carried
forward into this  Registration  Statement all of these 1,953,145 shares of
Common Stock and that portion of the filing fee which was  previously  paid
upon the registration of these 1,953,145 shares of Common Stock.

      Pursuant  to  Instruction  E  to  Form  S-8,  the  Registrant  hereby
incorporates by reference into this Registration  Statement the contents of
the Form S-8 and all post-effective amendments thereto.

Item 8.  Exhibits

Exhibit No.             Description of Exhibit
-----------             ----------------------

4.1   --    Form of  Restated  Certificate  of  Incorporation  (Filed as
            Exhibit  3.1  to  the Registration Statement on Form S-1 filed
            with the Securities and Exchange 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 (Filed
            as  Exhibit  4.4  to the  Form  S-8  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  --    Power of Attorney (filed as part of the signature page to the
            Form S-8 and incorporated herein by reference)

*    Filed herewith.
<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 July 14, 1999.


                                    GULFSTREAM AEROSPACE CORPORATION


                                    By:    /s/ Chris A. Davis
                                          ----------------------------------
                                          Chris A. Davis
                                          Executive Vice President and
                                          Chief Financial and Administrative
                                          Officer


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

             *                 Chairman of the Board,         July 14, 1999
-------------------------      Chief Executive Officer and
Theodore J. Forstmann          Director


             *                 President, Chief Operating     July 14, 1999
-------------------------      Officer and Director
W.W. Boisture, Jr.


             *                 Executive Vice President,      July 14, 1999
-------------------------      Chief Financial and
Chris A. Davis                 Administrative Officer,
                               Secretary and Director
                               (Principal Financial Officer
                               and Principal Accounting
                               Officer)


             *                 Vice Chairman of the Board     July 14, 1999
-------------------------      and Director
Bryan T. Moss


             *                 Director                       July 14, 1999
-------------------------
Robert Anderson


             *                 Director                       July 14, 1999
-------------------------
Charlotte L. Beers


                               Director                       July __, 1999
-------------------------
Thomas D. Bell, Jr.


             *                 Director                       July 14, 1999
-------------------------
Lynn Forester


             *                 Director                       July 14, 1999
-------------------------
Nicholas C. Forstmann


             *                 Director                       July 14, 1999
-------------------------
Sandra J. Horbach


             *                 Director                       July 14, 1999
-------------------------
James T. Johnson


             *                 Director                       July 14, 1999
-------------------------
Henry A. Kissinger


             *                 Director                       July 14, 1999
-------------------------
Drew Lewis


             *                 Director                       July 14, 1999
-------------------------
Mark H. McCormack


                               Director                       July __, 1999
-------------------------
Michael S. Ovitz


                               Director                       July __, 1999
-------------------------
Allen E. Paulson


             *                 Director                       July 14, 1999
-------------------------
Roger S. Penske


             *                 Director                       July 14, 1999
-------------------------
Colin L. Powell


             *                 Director                       July 14, 1999
-------------------------
Gerard Roche


             *                 Director                       July 14, 1999
-------------------------
Donald H. Rumsfeld


             *                 Director                       July 14, 1999
-------------------------
George P. Shultz


             *                 Director                       July 14, 1999
-------------------------
Robert S. Strauss


* By:  /s/ Chris A. Davis
       -----------------------
       Chris A. Davis
       Attorney-In-Fact
<PAGE>
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
            (Filed as Exhibit 4.4 to the Form S-8 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        Power of Attorney (filed as part of the signature page to the
            Form S-8 and incorporated herein by reference)

*    Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11538}]
{"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": "333-82857", "film-number": "99664438"}, "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 July 14, 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                    (I.R.S. Employer
   of 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
                          (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
                                          Maximum      Maximum
                             Amount to    Offering     Aggregate    Amount of
    Title of Securities          be       Price Per    Offering    Registration
     to be Registered        Registered    Share        Price         Fee
------------------------------------------------------------------------------

Common Stock, par value    1 share(1)(2)  $68.91(3)    $68.91        $1.00
$.01 per share
==============================================================================

(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) See "Explanatory Note."

(3) 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 July 12, 1999, and are used solely for the purpose of calculating the
    registration fee.
EXPLANATORY NOTE

     This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register  additional shares of common stock of Gulfstream  Aerospace
Corporation (the "Company"), par value $.01 per share (the "Common Stock"),
issuable  under the  Company's  Amended and Restated 1990 Stock Option Plan
(the "Plan"). This Registration Statement relates to shares of Common Stock
which  may be issued  upon the  exercise  of  non-qualified  stock  options
granted prior to December 9, 1998 under the Plan. On February 3, 1999,  the
Company  registered  1,953,145  shares  of Common  Stock on a  Registration
Statement  (File No.  333-71689)  (the "Form S-8") which were issuable upon
the  exercise  of stock  options  granted  under the Plan on and  following
December 9, 1998. As of the date hereof,  none of these 1,953,145 shares of
Common  Stock have been issued  under the Form S-8. The Company has carried
forward into this  Registration  Statement all of these 1,953,145 shares of
Common Stock and that portion of the filing fee which was  previously  paid
upon the registration of these 1,953,145 shares of Common Stock.

      Pursuant  to  Instruction  E  to  Form  S-8,  the  Registrant  hereby
incorporates by reference into this Registration  Statement the contents of
the Form S-8 and all post-effective amendments thereto.

Item 8.  Exhibits

Exhibit No.             Description of Exhibit
-----------             ----------------------

4.1   --    Form of  Restated  Certificate  of  Incorporation  (Filed as
            Exhibit  3.1  to  the Registration Statement on Form S-1 filed
            with the Securities and Exchange 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 (Filed
            as  Exhibit  4.4  to the  Form  S-8  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  --    Power of Attorney (filed as part of the signature page to the
            Form S-8 and incorporated herein by reference)

*    Filed herewith.
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 July 14, 1999.

                                    GULFSTREAM AEROSPACE CORPORATION

                                    By:    /s/ Chris A. Davis
                                          ----------------------------------
                                          Chris A. Davis
                                          Executive Vice President and
                                          Chief Financial and Administrative
                                          Officer

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

             *                 Chairman of the Board,         July 14, 1999
-------------------------      Chief Executive Officer and
Theodore J. Forstmann          Director

             *                 President, Chief Operating     July 14, 1999
-------------------------      Officer and Director
W.W. Boisture, Jr.

             *                 Executive Vice President,      July 14, 1999
-------------------------      Chief Financial and
Chris A. Davis                 Administrative Officer,
                               Secretary and Director
                               (Principal Financial Officer
                               and Principal Accounting
                               Officer)

             *                 Vice Chairman of the Board     July 14, 1999
-------------------------      and Director
Bryan T. Moss

             *                 Director                       July 14, 1999
-------------------------
Robert Anderson

             *                 Director                       July 14, 1999
-------------------------
Charlotte L. Beers

                               Director                       July __, 1999
-------------------------
Thomas D. Bell, Jr.

             *                 Director                       July 14, 1999
-------------------------
Lynn Forester

             *                 Director                       July 14, 1999
-------------------------
Nicholas C. Forstmann

             *                 Director                       July 14, 1999
-------------------------
Sandra J. Horbach

             *                 Director                       July 14, 1999
-------------------------
James T. Johnson

             *                 Director                       July 14, 1999
-------------------------
Henry A. Kissinger

             *                 Director                       July 14, 1999
-------------------------
Drew Lewis

             *                 Director                       July 14, 1999
-------------------------
Mark H. McCormack

                               Director                       July __, 1999
-------------------------
Michael S. Ovitz

                               Director                       July __, 1999
-------------------------
Allen E. Paulson

             *                 Director                       July 14, 1999
-------------------------
Roger S. Penske

             *                 Director                       July 14, 1999
-------------------------
Colin L. Powell

             *                 Director                       July 14, 1999
-------------------------
Gerard Roche

             *                 Director                       July 14, 1999
-------------------------
Donald H. Rumsfeld

             *                 Director                       July 14, 1999
-------------------------
George P. Shultz

             *                 Director                       July 14, 1999
-------------------------
Robert S. Strauss

* By:  /s/ Chris A. Davis
       -----------------------
       Chris A. Davis
       Attorney-In-Fact
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
            (Filed as Exhibit 4.4 to the Form S-8 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        Power of Attorney (filed as part of the signature page to the
            Form S-8 and incorporated herein by reference)

*    Filed herewith.