As filed with the Securities and Exchange Commission on November 24, 1998
                                            Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------

                               BE AEROSPACE, INC.
               (Exact name of issuer as specified in its charter)

             Delaware                                    06-1209796
(State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                            1400 Corporate Center Way
                            Wellington, Florida 33414
          (Address of principal executive offices, including zip code)

                   AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                           1991 DIRECTORS' OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

                               Thomas P. McCaffrey
                             Chief Financial Officer
                               BE Aerospace, Inc.
                            1400 Corporate Center Way
                            Wellington, Florida 33414
                                 (561) 791-5000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                          Proposed             Proposed maximum                              
    Title of securities          Amount to be             offering                 aggregate                Amount of
      to be registered            registered                price                    price               registration fee
---------------------------- --------------------  ------------------------ ------------------------ ------------------------
<S>                          <C>                   <C>                      <C>                      <C>                     
Common Stock, par                 (1)
value $0.01 per share        969,619 shares        $20.8125                 $20,180,195.43           $5,610.09
                              44,500 shares        $23.00                   $ 1,023,500.00           $  284.54
                                  (2)
                             185,881 shares        $23.00                   $ 4,275,263.00           $1,188.52
                                                                            -----------------------  ------------------------
                                                                            $25,478,958.43           $7,083.15
---------------------------- --------------------  ------------------------ ------------------------ ------------------------
<FN>
(1)       The offering price for shares subject to options on the date hereof is the actual exercise price of such options.
          Of the 1,200,000 shares to be registered hereunder, 969,612 shares are subject to options at an exercise price
          of $20.8125 per share and 44,500 shares are subject to options at an exercise price of $23.00 per share.

(2)       The offering price for the remaining 185,881 shares not subject to options on the date hereof of $23.00 per share
          has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis
          of the average of the high and low prices of BE Aerospace, Inc. Common Stock, par value $0.01 per share, reported on
          the Nasdaq National Market on November 20, 1998.
</FN>
</TABLE>


                                Page 1 of 9 Pages

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*
--------
*         Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from this Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933, as amended
          (hereinafter, the "Securities Act"), and the "Note" to Part I of Form
          S-8.

                                        2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

          The following documents filed with the Commission are incorporated as
of their respective dates in this Registration Statement by reference.

              (i) the Registrant's Annual Report on Form 10-K, as amended by
          Form 10-K/A, for the fiscal year ended February 28, 1998;

              (ii) the Registrant's Quarterly Reports on Form 10-Q for the
          quarters ended May 30, 1998 and August 29, 1998; and

              (iii) the description of the Common Stock contained in the
          Prospectus as part of the Registrant's Registration Statement on Form
          8-A (No. 0-18348) filed with the Commission on March 7, 1990 under
          Section 12 of the Exchange Act of 1934, as amended (the "Exchange
          Act"), and the description of the attached shareholder rights
          described in the Current Report on Form 8-K, filed with the Commission
          on November 18, 1998.

All other documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or which deregisters 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.

Item 4.       Description of Securities.

              Not required.

Item 5.       Interests of Named Experts and Counsel.

              No material interests.

Item 6.       Indemnification of Directors and Officers.

          (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

           (b) Article 7 of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, of the Registrant eliminates the personal liability
of each director to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for breaches of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct

                                        3

<PAGE>


or a knowing violation of law, (iii) under Section 174 of Title 8 of the
Delaware Code or (iv) for any transaction from which such director derived an
improper personal benefit.

          (c) Article 8 of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, provides for indemnification of each director and
officer of the Registrant against liabilities and expenses (including legal
fees) arising from any threatened, pending or contemplated legal proceeding to
which he may be a party or with which he may become involved by reason of being
or having been an officer or director of the Registrant. Such indemnification is
authorized to the fullest extent permitted under the Delaware General
Corporation Law.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

          The following exhibits are filed as part of this Registration
Statement:

Exhibit
  No.   Description of Document

  4.1   Amended and Restated Certificate of Incorporation (incorporated herein
        by reference to the Registrant's Registration Statement on Form S-1, as
        amended (No. 33-33689), filed with the Commission on March 7, 1990)

  4.2   Certificate of Amendment of the Restated Certificate of Incorporation
        (incorporated herein by reference to the Registrant's Registration
        Statement on Form S-1, as amended (No. 33-54196), filed with the
        Commission on November 3, 1992)

  4.3   Amended and Restated By-Laws (incorporated herein by reference to the
        Registrant's Form 10-K for the year ended February 28, 1998)

  4.4   Amended and Restated 1989 Stock Option Plan, as amended (incorporated
        herein by reference to the Registrant's Registration Statement on Form
        S-8 (No. 33-48119), filed with the Commission on May 26, 1992)

  4.5   1991 Directors' Stock Option Plan (incorporated herein by reference to
        the Registrant's Registration Statement on Form S-8 (No. 33-48119),
        filed with the Commission on May 26, 1992)

  4.6   1996 Stock Option Plan (incorporated herein by reference to the
        Registrant's Registration Statement on Form S-8 (No. 333-14037), filed
        with the Commission on October 15, 1996)

  5     Opinion of Shearman & Sterling regarding the legality of the securities
        being offered hereby

 23.1   Consent of Deloitte & Touche L.L.P.

 23.2   Consent of Shearman & Sterling (contained in Exhibit 5)

 24     Power of Attorney (included as part of the signature pages to this
        Registration Statement)


                                        4

<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 date 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 and 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 20 percent
              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;

                   (2) That, for the purpose of determining any liabilities
          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 herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof;

                   (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 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 Act and is, therefore, unenforceable. In the event that 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 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 Act and will
be governed by the final adjudication of such issue.


                                        5

<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 Wellington, State of Florida on the 23rd day of
November 1998.

                                        BE Aerospace, Inc.


                                        By: /s/ Robert J. Khoury
                                            ------------------------------------
                                        Name:   Robert J. Khoury
                                        Title:  Chief Executive Officer


          KNOW ALL MEN BY THESE PRESENTS that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of Robert J. Khoury, Edmund J. Moriarty and Thomas P. McCaffrey as such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registrations statements
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commissions, and does hereby grant unto each
said attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or any substitute therefor, 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 by the following persons in
the capacities indicated as of the 23rd day of November, 1998.

    Signature                    Capacity
    ---------                    --------


/s/ Amin J. Khoury         Director (Chairman of the Board)
------------------------
Amin J. Khoury


/s/ Robert J. Khoury        Vice Chairman, Chief Executive Officer and Director
------------------------    (principal executive officer)
Robert J. Khoury       


/s/ Paul E. Fulchino        President, Chief Operating Officer and Director
------------------------
Paul E. Fulchino


/s/ Thomas P. McCaffrey     Corporate Senior Vice President Administration
------------------------    and Chief Financial Officer (principal financial and
Thomas P. McCaffrey         accounting)


/s/ Jim C. Cowart           Director
------------------------
Jim C. Cowart



------------------------    Director
Richard G. Hamermesh

/s/ Brian H. Rowe
-----------------------     Director
Brian H. Rowe


                                        6

<PAGE>


/s/ Hansjoerg Wyss          Director
-----------------------
Hansjoerg Wyss





                                        7

<PAGE>


                                  EXHIBIT INDEX

Exhibit List

Number   Title of Exhibit                                 Page
------   ----------------                                 ----

   4.1   Amended and Restated Certificate of
         Incorporation (incorporated herein by
         reference to the Registrant's
         Registration Statement on Form S-1,
         as amended (No. 33-33689), filed with
         the Commission on March 7, 1990)

   4.2   Certificate of Amendment of the
         Restated Certificate of Incorporation
         (incorporated herein by reference to the
         Registrant's Registration Statement on
         Form S-1, as amended (No. 33-
         54196), filed with the Commission on
         November 3, 1992)

   4.3   Amended and Restated By-Laws
         (incorporated herein by reference to the
         Registrant's Form 10-K for the year
         ended February 28, 1998)

   4.4   Amended and Restated 1989 Stock
         Option Plan, as amended
         (incorporated herein by reference to the
         Registrant's Registration Statement on
         Form S-8 (No. 33-48119), filed with
         the Commission on May 26, 1992)

   4.5   1991 Directors' Stock Option Plan
         (incorporated herein by reference to the
         Registrant's Registration Statement on
         Form S-8 (No. 33-48119), filed with
         the Commission on May 26, 1992)

   4.6   1996 Stock Option Plan (incorporated
         herein by reference to the Registrant's
         Registration Statement on Form S-8
         (No. 333-14037), filed with the
         Commission on October 15, 1996)

   5     Opinion of Shearman & Sterling
         regarding the legality of the securities
         being offered hereby.

  23.1   Consent of Deloitte & Touche L.L.P.

  23.2   Consent of Shearman & Sterling
         (contained in Exhibit 5)

  24     Power of Attorney (included as part of
         the signature pages to this
         Registration Statement)


                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20471}]
{"company-data": {"conformed-name": "BE AEROSPACE INC", "cik": "0000861361", "assigned-sic": "2531", "irs-number": "061209796", "state-of-incorporation": "DE", "fiscal-year-end": "0222"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67825", "film-number": "98758364"}, "business-address": {"street1": "1400 CORPORATE CTR WY", "city": "WELLINGTON", "state": "FL", "zip": "33414", "phone": "5617915000"}, "mail-address": {"street1": "1300 CORPORATE CENTER WAY", "street2": "1300 CORPORATE CENTER WAY", "city": "WELLINGTON", "state": "FL", "zip": "33414"}, "former-company": {"former-conformed-name": "BE AVIONICS INC", "date-changed": "19920608"}}
As filed with the Securities and Exchange Commission on November 24, 1998
                                            Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------

                               BE AEROSPACE, INC.
               (Exact name of issuer as specified in its charter)

             Delaware                                    06-1209796
(State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                            1400 Corporate Center Way
                            Wellington, Florida 33414
          (Address of principal executive offices, including zip code)

                   AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                           1991 DIRECTORS' OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

                               Thomas P. McCaffrey
                             Chief Financial Officer
                               BE Aerospace, Inc.
                            1400 Corporate Center Way
                            Wellington, Florida 33414
                                 (561) 791-5000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed maximum                              
    Title of securities          Amount to be             offering                 aggregate                Amount of
      to be registered            registered                price                    price               registration fee
---------------------------- --------------------  ------------------------ ------------------------ ------------------------
Common Stock, par                 (1)
value $0.01 per share        969,619 shares        $20.8125                 $20,180,195.43           $5,610.09
                              44,500 shares        $23.00                   $ 1,023,500.00           $  284.54
                                  (2)
                             185,881 shares        $23.00                   $ 4,275,263.00           $1,188.52
                                                                            -----------------------  ------------------------
                                                                            $25,478,958.43           $7,083.15
---------------------------- --------------------  ------------------------ ------------------------ ------------------------
(1)       The offering price for shares subject to options on the date hereof is the actual exercise price of such options.
          Of the 1,200,000 shares to be registered hereunder, 969,612 shares are subject to options at an exercise price
          of $20.8125 per share and 44,500 shares are subject to options at an exercise price of $23.00 per share.

(2)       The offering price for the remaining 185,881 shares not subject to options on the date hereof of $23.00 per share
          has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis
          of the average of the high and low prices of BE Aerospace, Inc. Common Stock, par value $0.01 per share, reported on
          the Nasdaq National Market on November 20, 1998.
Page 1 of 9 Pages
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*
--------
*         Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from this Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933, as amended
          (hereinafter, the "Securities Act"), and the "Note" to Part I of Form
          S-8.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

          The following documents filed with the Commission are incorporated as
of their respective dates in this Registration Statement by reference.

              (i) the Registrant's Annual Report on Form 10-K, as amended by
          Form 10-K/A, for the fiscal year ended February 28, 1998;

              (ii) the Registrant's Quarterly Reports on Form 10-Q for the
          quarters ended May 30, 1998 and August 29, 1998; and

              (iii) the description of the Common Stock contained in the
          Prospectus as part of the Registrant's Registration Statement on Form
          8-A (No. 0-18348) filed with the Commission on March 7, 1990 under
          Section 12 of the Exchange Act of 1934, as amended (the "Exchange
          Act"), and the description of the attached shareholder rights
          described in the Current Report on Form 8-K, filed with the Commission
          on November 18, 1998.

All other documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or which deregisters 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.

Item 4.       Description of Securities.

              Not required.

Item 5.       Interests of Named Experts and Counsel.

              No material interests.

Item 6.       Indemnification of Directors and Officers.

          (a) Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

           (b) Article 7 of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, of the Registrant eliminates the personal liability
of each director to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for breaches of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct

                                        3
or a knowing violation of law, (iii) under Section 174 of Title 8 of the
Delaware Code or (iv) for any transaction from which such director derived an
improper personal benefit.

          (c) Article 8 of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, provides for indemnification of each director and
officer of the Registrant against liabilities and expenses (including legal
fees) arising from any threatened, pending or contemplated legal proceeding to
which he may be a party or with which he may become involved by reason of being
or having been an officer or director of the Registrant. Such indemnification is
authorized to the fullest extent permitted under the Delaware General
Corporation Law.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

          The following exhibits are filed as part of this Registration
Statement:

Exhibit
  No.   Description of Document

  4.1   Amended and Restated Certificate of Incorporation (incorporated herein
        by reference to the Registrant's Registration Statement on Form S-1, as
        amended (No. 33-33689), filed with the Commission on March 7, 1990)

  4.2   Certificate of Amendment of the Restated Certificate of Incorporation
        (incorporated herein by reference to the Registrant's Registration
        Statement on Form S-1, as amended (No. 33-54196), filed with the
        Commission on November 3, 1992)

  4.3   Amended and Restated By-Laws (incorporated herein by reference to the
        Registrant's Form 10-K for the year ended February 28, 1998)

  4.4   Amended and Restated 1989 Stock Option Plan, as amended (incorporated
        herein by reference to the Registrant's Registration Statement on Form
        S-8 (No. 33-48119), filed with the Commission on May 26, 1992)

  4.5   1991 Directors' Stock Option Plan (incorporated herein by reference to
        the Registrant's Registration Statement on Form S-8 (No. 33-48119),
        filed with the Commission on May 26, 1992)

  4.6   1996 Stock Option Plan (incorporated herein by reference to the
        Registrant's Registration Statement on Form S-8 (No. 333-14037), filed
        with the Commission on October 15, 1996)

  5     Opinion of Shearman & Sterling regarding the legality of the securities
        being offered hereby

 23.1   Consent of Deloitte & Touche L.L.P.

 23.2   Consent of Shearman & Sterling (contained in Exhibit 5)

 24     Power of Attorney (included as part of the signature pages to this
        Registration Statement)

                                        4
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 date 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 and 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 20 percent
              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;

                   (2) That, for the purpose of determining any liabilities
          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 herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof;

                   (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 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 Act and is, therefore, unenforceable. In the event that 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 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 Act and will
be governed by the final adjudication of such issue.

                                        5
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 Wellington, State of Florida on the 23rd day of
November 1998.

                                        BE Aerospace, Inc.

                                        By: /s/ Robert J. Khoury
                                            ------------------------------------
                                        Name:   Robert J. Khoury
                                        Title:  Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints each
of Robert J. Khoury, Edmund J. Moriarty and Thomas P. McCaffrey as such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registrations statements
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commissions, and does hereby grant unto each
said attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or any substitute therefor, 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 by the following persons in
the capacities indicated as of the 23rd day of November, 1998.

    Signature                    Capacity
    ---------                    --------

/s/ Amin J. Khoury         Director (Chairman of the Board)
------------------------
Amin J. Khoury

/s/ Robert J. Khoury        Vice Chairman, Chief Executive Officer and Director
------------------------    (principal executive officer)
Robert J. Khoury       

/s/ Paul E. Fulchino        President, Chief Operating Officer and Director
------------------------
Paul E. Fulchino

/s/ Thomas P. McCaffrey     Corporate Senior Vice President Administration
------------------------    and Chief Financial Officer (principal financial and
Thomas P. McCaffrey         accounting)

/s/ Jim C. Cowart           Director
------------------------
Jim C. Cowart

------------------------    Director
Richard G. Hamermesh

/s/ Brian H. Rowe
-----------------------     Director
Brian H. Rowe

                                        6
/s/ Hansjoerg Wyss          Director
-----------------------
Hansjoerg Wyss

                                        7
EXHIBIT INDEX

Exhibit List

Number   Title of Exhibit                                 Page
------   ----------------                                 ----

   4.1   Amended and Restated Certificate of
         Incorporation (incorporated herein by
         reference to the Registrant's
         Registration Statement on Form S-1,
         as amended (No. 33-33689), filed with
         the Commission on March 7, 1990)

   4.2   Certificate of Amendment of the
         Restated Certificate of Incorporation
         (incorporated herein by reference to the
         Registrant's Registration Statement on
         Form S-1, as amended (No. 33-
         54196), filed with the Commission on
         November 3, 1992)

   4.3   Amended and Restated By-Laws
         (incorporated herein by reference to the
         Registrant's Form 10-K for the year
         ended February 28, 1998)

   4.4   Amended and Restated 1989 Stock
         Option Plan, as amended
         (incorporated herein by reference to the
         Registrant's Registration Statement on
         Form S-8 (No. 33-48119), filed with
         the Commission on May 26, 1992)

   4.5   1991 Directors' Stock Option Plan
         (incorporated herein by reference to the
         Registrant's Registration Statement on
         Form S-8 (No. 33-48119), filed with
         the Commission on May 26, 1992)

   4.6   1996 Stock Option Plan (incorporated
         herein by reference to the Registrant's
         Registration Statement on Form S-8
         (No. 333-14037), filed with the
         Commission on October 15, 1996)

   5     Opinion of Shearman & Sterling
         regarding the legality of the securities
         being offered hereby.

  23.1   Consent of Deloitte & Touche L.L.P.

  23.2   Consent of Shearman & Sterling
         (contained in Exhibit 5)

  24     Power of Attorney (included as part of
         the signature pages to this
         Registration Statement)

                                        8