SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



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



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)       AUGUST 22, 1997

                             AVIATION SALES COMPANY
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


        DELAWARE                         1-11775               65-0665658
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION           (COMMISSION            (IRS EMPLOYER
OF INCORPORATION)                       FILE NUMBER)        IDENTIFICATION NO.)


         6905 NW 25TH STREET, MIAMI, FL                              33122
--------------------------------------------------------------------------------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE      (305) 592-4055


                                       N/A
--------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT)







<PAGE>



ITEM 5.   OTHER EVENTS

         On August 22, 1997, the Company amended its bank lending agreement
pursuant to the terms of a Second Amended and Restated Credit Facility (the
"Second Amended Credit Facility"). The Second Amended Credit Facility consists
of (a) a term loan facility (the "Second Amended Term Loan") in a principal
amount of $18.57 million, and (b) a $106.43 million revolving loan, letter of
credit and acquisition loan facility, subject to an availability calculation
based on the eligible borrowing base (the "Second Amended Revolving Credit
Facility"). The eligible borrowing base includes certain receivables and
inventories of the Company. The letter of credit portion of the Second Amended
Revolving Credit Facility is subject to a $15 million sublimit and the
acquisition loan portion of the Second Amended Revolving Credit Facility is
subject to a $30.0 million sublimit with the imposition of certain borrowing
criteria based on the satisfaction of certain debt ratios. The unused portion of
the acquisition loan portion of the Second Amended Revolving Credit Facility
expires on August 21, 1999. The interest rate on the Second Amended Credit
Facility is, at the option of the Company, (a) prime plus a margin, or (b) LIBOR
plus a margin, where the margin determination is made based upon the Company's
financial performance over the prior 12 month period (ranging from 0.25% to
1.25% in the event prime is utilized, or 1.50% to 2.75% in the event LIBOR is
utilized). At August 22, 1997, the margin was 0.25% for prime rate loans and
1.75% for LIBOR rate loans.

         The Second Amended Term Loan amortizes in equal quarterly installments
and terminates on July 31, 2002. Interim payments under the Second Amended
Revolving Credit Facility will be made from daily collections of the Company's
accounts receivable. The Second Amended Revolving Credit Facility will terminate
on July 31, 2002. The Second Amended Credit Facility contains financial and
other covenants and mandatory prepayment events, as defined. At August 22, 1997,
the Company was in compliance with all covenants of the Second Amended Credit
Facility. The Second Amended Credit Facility is secured by a lien on
substantially all of the assets of the Company. At August 22, 1997, the
outstanding balances under the Second Amended Term Loan and Second Amended
Revolving Credit Facility were $18.57 million and $48.13 million, respectively.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (A)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

                  Not Applicable

         (B)      PRO FORMA FINANCIAL INFORMATION.

                  Not Applicable

         (c)      EXHIBITS.



                                        2
<PAGE>






 EXHIBIT NO.                 DESCRIPTION
 -----------                 ------------ 

   4.1           Form of Second Amended and Restated Credit Agreement dated as
                 of August 22, 1997 among Aviation Sales Operating
                 Company, the Company, the Lenders and Citicorp USA,
                 Inc., as agent.






















                                        3
<PAGE>




                                    SIGNATURE



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


October 10, 1997                     AVIATION SALES COMPANY


                                By: /s/ Joseph E. Civiletto
                                     -------------------------------------
                                     Vice President and Chief Financial Officer
                                     (Authorized Officer)

























                                        4
<PAGE>





                                 EXHIBIT INDEX



 EXHIBIT
 NUMBER                      DESCRIPTION
 -------                     ------------ 

   4.1           Form of Second Amended and Restated Credit Agreement dated as
                 of August 22, 1997 among Aviation Sales Operating
                 Company, the Company, the Lenders and Citicorp USA,
                 Inc., as agent.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5710}]
{"company-data": {"conformed-name": "AVIATION SALES CO", "cik": "0001012159", "assigned-sic": "5084", "irs-number": "650665658", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11775", "film-number": "97694813"}, "business-address": {"street1": "6905 NW 25TH ST", "city": "MIAMI", "state": "FL", "zip": "33122", "phone": "3055924055"}, "mail-address": {"street1": "6905 NW 25TH ST", "street2": "6905 N W 25TH STREET", "city": "MIAMI", "state": "FL", "zip": "33122"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)       AUGUST 22, 1997

                             AVIATION SALES COMPANY
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

        DELAWARE                         1-11775               65-0665658
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION           (COMMISSION            (IRS EMPLOYER
OF INCORPORATION)                       FILE NUMBER)        IDENTIFICATION NO.)

         6905 NW 25TH STREET, MIAMI, FL                              33122
--------------------------------------------------------------------------------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE      (305) 592-4055

                                       N/A
--------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT)
ITEM 5.   OTHER EVENTS

         On August 22, 1997, the Company amended its bank lending agreement
pursuant to the terms of a Second Amended and Restated Credit Facility (the
"Second Amended Credit Facility"). The Second Amended Credit Facility consists
of (a) a term loan facility (the "Second Amended Term Loan") in a principal
amount of $18.57 million, and (b) a $106.43 million revolving loan, letter of
credit and acquisition loan facility, subject to an availability calculation
based on the eligible borrowing base (the "Second Amended Revolving Credit
Facility"). The eligible borrowing base includes certain receivables and
inventories of the Company. The letter of credit portion of the Second Amended
Revolving Credit Facility is subject to a $15 million sublimit and the
acquisition loan portion of the Second Amended Revolving Credit Facility is
subject to a $30.0 million sublimit with the imposition of certain borrowing
criteria based on the satisfaction of certain debt ratios. The unused portion of
the acquisition loan portion of the Second Amended Revolving Credit Facility
expires on August 21, 1999. The interest rate on the Second Amended Credit
Facility is, at the option of the Company, (a) prime plus a margin, or (b) LIBOR
plus a margin, where the margin determination is made based upon the Company's
financial performance over the prior 12 month period (ranging from 0.25% to
1.25% in the event prime is utilized, or 1.50% to 2.75% in the event LIBOR is
utilized). At August 22, 1997, the margin was 0.25% for prime rate loans and
1.75% for LIBOR rate loans.

         The Second Amended Term Loan amortizes in equal quarterly installments
and terminates on July 31, 2002. Interim payments under the Second Amended
Revolving Credit Facility will be made from daily collections of the Company's
accounts receivable. The Second Amended Revolving Credit Facility will terminate
on July 31, 2002. The Second Amended Credit Facility contains financial and
other covenants and mandatory prepayment events, as defined. At August 22, 1997,
the Company was in compliance with all covenants of the Second Amended Credit
Facility. The Second Amended Credit Facility is secured by a lien on
substantially all of the assets of the Company. At August 22, 1997, the
outstanding balances under the Second Amended Term Loan and Second Amended
Revolving Credit Facility were $18.57 million and $48.13 million, respectively.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (A)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

                  Not Applicable

         (B)      PRO FORMA FINANCIAL INFORMATION.

                  Not Applicable

         (c)      EXHIBITS.

                                        2
EXHIBIT NO.                 DESCRIPTION
 -----------                 ------------ 

   4.1           Form of Second Amended and Restated Credit Agreement dated as
                 of August 22, 1997 among Aviation Sales Operating
                 Company, the Company, the Lenders and Citicorp USA,
                 Inc., as agent.

                                        3
SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

October 10, 1997                     AVIATION SALES COMPANY

                                By: /s/ Joseph E. Civiletto
                                     -------------------------------------
                                     Vice President and Chief Financial Officer
                                     (Authorized Officer)

                                        4
EXHIBIT INDEX

 EXHIBIT
 NUMBER                      DESCRIPTION
 -------                     ------------ 

   4.1           Form of Second Amended and Restated Credit Agreement dated as
                 of August 22, 1997 among Aviation Sales Operating
                 Company, the Company, the Lenders and Citicorp USA,
                 Inc., as agent.