<PAGE>
 
<PAGE>

     As filed with the Securities and Exchange Commission on January 30, 1997
                                                      Registration No. 333-     
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           KELLSTROM INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


     DELAWARE                                               13-3753725
     (State or other juris-                                (I.R.S. Employer
     diction of incorporation                              Identification
     or organization)                                      Number)

                              14000 N.W. 4TH STREET
                             SUNRISE, FLORIDA 33325
                                 (954) 845-0427
  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                           KELLSTROM INDUSTRIES, INC.
                             1995 STOCK OPTION PLAN
                            (full title of the plan)

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

                                 ZIVI R. NEDIVI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           KELLSTROM INDUSTRIES, INC.
                              14000 N.W. 4TH STREET
                             SUNRISE, FLORIDA 33325
                                 (954) 845-0427
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

  Copies of all communications, including all communications sent to the agent
                         for service, should be sent to:

                             RICHARD H. GILDEN, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

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

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
                                              PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF SECURITIES TO     AMOUNT TO BE       OFFERING PRICE     AGGREGATE             AMOUNT OF
BE REGISTERED              REGISTERED (1)     PER UNIT (2)       OFFERING PRICE (2)    REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                <C>                   <C>
COMMON STOCK $.001 PAR
VALUE PER                  
SHARE...................   250,000 SHARES     $5.00              $1,250,000            $378.78
========================================================================================================

</TABLE>

(1)  PURSUANT  TO  RULE  416,  THIS  REGISTRATION  STATEMENT  ALSO  COVERS  SUCH
ADDITIONAL  SECURITIES AS MAY BECOME ISSUABLE TO PREVENT DILUTION RESULTING FROM
STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS.

(2)  ESTIMATED  SOLELY  FOR THE  PURPOSE OF  CALCULATING  THE  REGISTRATION  FEE
PURSUANT TO RULE 457 (h), WITH OPTIONS FOR 250,000 SHARES HAVING BEEN GRANTED AT
AN EXERCISE PRICE OF $5.00 PER SHARE.


<PAGE>
 
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents  filed  by  Kellstrom  Industries,  Inc.  (the
"Company") are incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.

        (b) The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

        (c) The Company's Current Report on Form 8-K, dated April 23, 1996.

        (d) The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated April 1, 1994.

        In addition to the foregoing,  all documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating  that all of the  securities  offered  hereunder  have  been  sold or
deregistering  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.


                                      II-1

<PAGE>
 
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The General  Corporation Law of the State of Delaware (the "GCL")
authorizes Delaware corporations to eliminate or limit the personal liability of
a director to the corporation or a stockholder  for monetary  damages for breach
of certain fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders,  or for acts or omissions not in good faith or
involving  intentional  misconduct or knowing violation of law, and the unlawful
purchase or redemption of stock or payment of unlawful  dividends or the receipt
of improper benefits.  The Company's Restated  Certificate of Incorporation,  as
amended (the "Certificate of Incorporation"),  includes a provision  eliminating
such  personal  liability.  The  Certificate  of  Incorporation,  as well as the
By-Laws of the  Company,  provide for the  indemnification  of the  officers and
directors  of the  Company to the  fullest  extent  permitted  under the GCL. In
addition, the Company has executed agreements with the officers and directors of
the  Company  that  require  the  Company  to  indemnify  such  individuals  for
liabilities  incurred by them because of an act, omission,  neglect or breach of
duty committed  while acting in the capacity of an officer or director.  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, 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8. EXHIBITS

<TABLE>
<C>          <S>
     4    -- Kellstrom Industries,  Inc. 1995 Stock Option Plan (incorporated by
             reference  to  Appendix  C of  the  Proxy  Statement  of  Kellstrom
             Industries,  Inc.  (formerly Israel Tech Acquisition Corp.) used in
             connection  with the Special  Meeting of  Shareholders of Kellstrom
             Industries,  Inc. on June 22, 1995, as filed with the Commission on
             May 12, 1995).

     5    -- Opinion of Fulbright & Jaworski L.L.P.

    23(a) -- Consent of KPMG Peat Marwick LLP.

      (b) -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).

    24    -- Power of Attorney (included in signature page).

</TABLE>



                                      II-2

<PAGE>
 
<PAGE>




ITEM 9.UNDERTAKINGS

        (a) The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
            made, a post-effective amendment to this registration statement:

                             (i) To include any  prospectus  required by section
                      10(a)(3) of the Securities Act of 1933;

                             (ii) To  reflect  in the  prospectus  any  facts or
                      events   arising   after  the   effective   dates  of  the
                      registration  statement (or the most recent post-effective
                      amendment   thereof)   which,   individually   or  in  the
                      aggregate,   represent   a   fundamental   change  in  the
                      information  set  forth  in  the  registration  statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities   offered  would  not  exceed  that  which  was
                      registered)  and any deviation from the low or high end of
                      the estimated  maximum  offering range may be reflected in
                      the form of prospectus filed with the Commission  pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and  price  represent  no more  than a 20%  change  in the
                      maximum   aggregate   offering  price  set  forth  in  the
                      "Calculation of  Registration  Fee" table in the effective
                      registration statement.

                             (iii) 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;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the  registration  statement  is on  Form  S-3 or Form  S-8,  and the
        information  required to be included in a  post-effective  amendment  by
        those   paragraphs  is  contained  in  periodic  reports  filed  by  the
        registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange
        Act of 1934  that are  incorporated  by  reference  in the  registration
        statement.

            (2) That,  for the purpose of  determining  any liability  under the
            Securities Act of 1933, each such post-effective  amendment 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.



                                      II-3

<PAGE>
 
<PAGE>


            (3)  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.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
        determining  any liability under the Securities Act of 1933, each filing
        of the  registrant's  annual report pursuant to Section 13(a) or Section
        15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
        each filing of an employee  benefit  plan's  annual  report  pursuant to
        Section  15(d)  of  the  Securities   Exchange  Act  of  1934)  that  is
        incorporated by reference in the 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)  Insofar  as  indemnification  for  liabilities  arising  under  the
        Securities  Act of 1933 may be  permitted  to  directors,  officers  and
        controlling   persons  of  the  registrant  pursuant  to  the  foregoing
        provisions,  or otherwise,  the  registrant has been advised that in the
        opinion of the Securities and Exchange  Commission such  indemnification
        is against  public policy as expressed in the Securities Act of 1933 and
        is, therefore,  unenforceable.  In the event a claim for indemnification
        against such  liabilities  (other than the payment by the  registrant of
        expenses incurred or paid by a director,  officer, or controlling person
        of the  registrant  in the  successful  defense of any  action,  suit or
        proceeding) is asserted by such director, officer, or controlling person
        of the registrant in connection  with the securities  being  registered,
        the registrant 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 of 1933 and will be
        governed by the final adjudication of such issue.



                                      II-4

<PAGE>
 
<PAGE>



                                   SIGNATURES

               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the registrant 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 the city of Sunrise, State of Florida on January 30, 1997.

                             KELLSTROM INDUSTRIES, INC.

                             By:     /s/ Zivi R. Nedivi
                                ________________________________
                                Zivi R. Nedivi
                                President and Chief Operating Officer

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears below and on the following page  constitutes and appoints Zivi R. Nedivi
and John S. Gleason as his true and lawful  attorneys-in-fact  and agents,  each
acting alone, with full power of substitution and resubstitution, for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Registration Statement,  including post-effective amendments,
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,  and each of them, 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   and  confirms  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended,  this  registration  statement  has been signed below by the  following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                Title                              Date
---------                                -----                              ----
<S>                            <C>                                    <C>

/s/ Zivi R. Nedivi
________________________       President, Chief                       January 30, 1997
Zivi R. Nedivi                  Executive Officer
                                and Director
                               (Principal Executive Officer)



</TABLE>


<PAGE>
 
<PAGE>


<TABLE>
<S>                            <C>                                    <C>


/s/ Yoav Stern
________________________       Co-Chairman of the Board               January 30, 1997
Yoav Stern                      of Directors


/s/ John S. Gleason
________________________       Chief Financial Officer,               January 30, 1997
John S. Gleason                 Treasurer (Principal
                                Financial and Accounting
                                Officer)


/s/ David Jan Mitchell
________________________       Director                               January 30, 1997
David Jan Mitchell


/s/ Thomas McMillen
________________________       Director                               January 30, 1997
Thomas McMillen


</TABLE>

<PAGE>
 
<PAGE>



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
  No.       Description                                                              Page No.
--------    -----------                                                              --------
<C>         <S>                                                                      <C>
   4        Kellstrom  Industries,  Inc. 1995 Stock Option Plan (incorporated by
            reference  to  Appendix  C  of  the  Proxy  Statement  of  Kellstrom
            Industries,  Inc.  (formerly Israel Tech Acquisition  Corp.) used in
            connection  with the Special  Meeting of  Shareholders  of Kellstrom
            Industries,  Inc. on June 22, 1995, as filed with the  Commission on
            May 12, 1995).

   5        Opinion of Fulbright & Jaworski L.L.P.

  23(a)     Consent of KPMG Peat Marwick LLP.

    (b)     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).

  24        Power of Attorney (see signature page).


</TABLE>



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "KELLSTROM INDUSTRIES S-8", "secsgml_size_bytes": 18415}]
{"company-data": {"conformed-name": "KELLSTROM INDUSTRIES INC", "cik": "0000918275", "assigned-sic": "3724", "irs-number": "133753725", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20727", "film-number": "97514404"}, "business-address": {"street1": "14000 NW 4 STREET", "street2": "11TH FLOOR", "city": "SUNRISE", "state": "FL", "zip": "33325", "phone": "9548450427"}, "mail-address": {"street1": "14000 NW 4TH STREET", "city": "SUNRISE", "state": "FL", "zip": "33325"}, "former-company": {"former-conformed-name": "ISRAEL TECH ACQUISITION CORP", "date-changed": "19940301"}}
As filed with the Securities and Exchange Commission on January 30, 1997
                                                      Registration No. 333-     
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           KELLSTROM INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                               13-3753725
     (State or other juris-                                (I.R.S. Employer
     diction of incorporation                              Identification
     or organization)                                      Number)

                              14000 N.W. 4TH STREET
                             SUNRISE, FLORIDA 33325
                                 (954) 845-0427
  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                           KELLSTROM INDUSTRIES, INC.
                             1995 STOCK OPTION PLAN
                            (full title of the plan)

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

                                 ZIVI R. NEDIVI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           KELLSTROM INDUSTRIES, INC.
                              14000 N.W. 4TH STREET
                             SUNRISE, FLORIDA 33325
                                 (954) 845-0427
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

  Copies of all communications, including all communications sent to the agent
                         for service, should be sent to:

                             RICHARD H. GILDEN, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                              PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF SECURITIES TO     AMOUNT TO BE       OFFERING PRICE     AGGREGATE             AMOUNT OF
BE REGISTERED              REGISTERED (1)     PER UNIT (2)       OFFERING PRICE (2)    REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
COMMON STOCK $.001 PAR
VALUE PER                  
SHARE...................   250,000 SHARES     $5.00              $1,250,000            $378.78
========================================================================================================
(1)  PURSUANT  TO  RULE  416,  THIS  REGISTRATION  STATEMENT  ALSO  COVERS  SUCH
ADDITIONAL  SECURITIES AS MAY BECOME ISSUABLE TO PREVENT DILUTION RESULTING FROM
STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS.

(2)  ESTIMATED  SOLELY  FOR THE  PURPOSE OF  CALCULATING  THE  REGISTRATION  FEE
PURSUANT TO RULE 457 (h), WITH OPTIONS FOR 250,000 SHARES HAVING BEEN GRANTED AT
AN EXERCISE PRICE OF $5.00 PER SHARE.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents  filed  by  Kellstrom  Industries,  Inc.  (the
"Company") are incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.

        (b) The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

        (c) The Company's Current Report on Form 8-K, dated April 23, 1996.

        (d) The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated April 1, 1994.

        In addition to the foregoing,  all documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating  that all of the  securities  offered  hereunder  have  been  sold or
deregistering  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The General  Corporation Law of the State of Delaware (the "GCL")
authorizes Delaware corporations to eliminate or limit the personal liability of
a director to the corporation or a stockholder  for monetary  damages for breach
of certain fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders,  or for acts or omissions not in good faith or
involving  intentional  misconduct or knowing violation of law, and the unlawful
purchase or redemption of stock or payment of unlawful  dividends or the receipt
of improper benefits.  The Company's Restated  Certificate of Incorporation,  as
amended (the "Certificate of Incorporation"),  includes a provision  eliminating
such  personal  liability.  The  Certificate  of  Incorporation,  as well as the
By-Laws of the  Company,  provide for the  indemnification  of the  officers and
directors  of the  Company to the  fullest  extent  permitted  under the GCL. In
addition, the Company has executed agreements with the officers and directors of
the  Company  that  require  the  Company  to  indemnify  such  individuals  for
liabilities  incurred by them because of an act, omission,  neglect or breach of
duty committed  while acting in the capacity of an officer or director.  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, 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8. EXHIBITS
4    -- Kellstrom Industries,  Inc. 1995 Stock Option Plan (incorporated by
             reference  to  Appendix  C of  the  Proxy  Statement  of  Kellstrom
             Industries,  Inc.  (formerly Israel Tech Acquisition Corp.) used in
             connection  with the Special  Meeting of  Shareholders of Kellstrom
             Industries,  Inc. on June 22, 1995, as filed with the Commission on
             May 12, 1995).

     5    -- Opinion of Fulbright & Jaworski L.L.P.

    23(a) -- Consent of KPMG Peat Marwick LLP.

      (b) -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).

    24    -- Power of Attorney (included in signature page).
II-2
ITEM 9.UNDERTAKINGS

        (a) The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
            made, a post-effective amendment to this registration statement:

                             (i) To include any  prospectus  required by section
                      10(a)(3) of the Securities Act of 1933;

                             (ii) To  reflect  in the  prospectus  any  facts or
                      events   arising   after  the   effective   dates  of  the
                      registration  statement (or the most recent post-effective
                      amendment   thereof)   which,   individually   or  in  the
                      aggregate,   represent   a   fundamental   change  in  the
                      information  set  forth  in  the  registration  statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities   offered  would  not  exceed  that  which  was
                      registered)  and any deviation from the low or high end of
                      the estimated  maximum  offering range may be reflected in
                      the form of prospectus filed with the Commission  pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and  price  represent  no more  than a 20%  change  in the
                      maximum   aggregate   offering  price  set  forth  in  the
                      "Calculation of  Registration  Fee" table in the effective
                      registration statement.

                             (iii) 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;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the  registration  statement  is on  Form  S-3 or Form  S-8,  and the
        information  required to be included in a  post-effective  amendment  by
        those   paragraphs  is  contained  in  periodic  reports  filed  by  the
        registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange
        Act of 1934  that are  incorporated  by  reference  in the  registration
        statement.

            (2) That,  for the purpose of  determining  any liability  under the
            Securities Act of 1933, each such post-effective  amendment 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.

                                      II-3
(3)  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.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
        determining  any liability under the Securities Act of 1933, each filing
        of the  registrant's  annual report pursuant to Section 13(a) or Section
        15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
        each filing of an employee  benefit  plan's  annual  report  pursuant to
        Section  15(d)  of  the  Securities   Exchange  Act  of  1934)  that  is
        incorporated by reference in the 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)  Insofar  as  indemnification  for  liabilities  arising  under  the
        Securities  Act of 1933 may be  permitted  to  directors,  officers  and
        controlling   persons  of  the  registrant  pursuant  to  the  foregoing
        provisions,  or otherwise,  the  registrant has been advised that in the
        opinion of the Securities and Exchange  Commission such  indemnification
        is against  public policy as expressed in the Securities Act of 1933 and
        is, therefore,  unenforceable.  In the event a claim for indemnification
        against such  liabilities  (other than the payment by the  registrant of
        expenses incurred or paid by a director,  officer, or controlling person
        of the  registrant  in the  successful  defense of any  action,  suit or
        proceeding) is asserted by such director, officer, or controlling person
        of the registrant in connection  with the securities  being  registered,
        the registrant 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 of 1933 and will be
        governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the registrant 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 the city of Sunrise, State of Florida on January 30, 1997.

                             KELLSTROM INDUSTRIES, INC.

                             By:     /s/ Zivi R. Nedivi
                                ________________________________
                                Zivi R. Nedivi
                                President and Chief Operating Officer

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears below and on the following page  constitutes and appoints Zivi R. Nedivi
and John S. Gleason as his true and lawful  attorneys-in-fact  and agents,  each
acting alone, with full power of substitution and resubstitution, for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Registration Statement,  including post-effective amendments,
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,  and each of them, 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   and  confirms  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended,  this  registration  statement  has been signed below by the  following
persons in the capacities and on the dates indicated.
Signature                                Title                              Date
---------                                -----                              ----
/s/ Zivi R. Nedivi
________________________       President, Chief                       January 30, 1997
Zivi R. Nedivi                  Executive Officer
                                and Director
                               (Principal Executive Officer)
/s/ Yoav Stern
________________________       Co-Chairman of the Board               January 30, 1997
Yoav Stern                      of Directors

/s/ John S. Gleason
________________________       Chief Financial Officer,               January 30, 1997
John S. Gleason                 Treasurer (Principal
                                Financial and Accounting
                                Officer)

/s/ David Jan Mitchell
________________________       Director                               January 30, 1997
David Jan Mitchell

/s/ Thomas McMillen
________________________       Director                               January 30, 1997
Thomas McMillen
INDEX TO EXHIBITS
Exhibit
  No.       Description                                                              Page No.
--------    -----------                                                              --------
4        Kellstrom  Industries,  Inc. 1995 Stock Option Plan (incorporated by
            reference  to  Appendix  C  of  the  Proxy  Statement  of  Kellstrom
            Industries,  Inc.  (formerly Israel Tech Acquisition  Corp.) used in
            connection  with the Special  Meeting of  Shareholders  of Kellstrom
            Industries,  Inc. on June 22, 1995, as filed with the  Commission on
            May 12, 1995).

   5        Opinion of Fulbright & Jaworski L.L.P.

  23(a)     Consent of KPMG Peat Marwick LLP.

    (b)     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).

  24        Power of Attorney (see signature page).