As filed with the Securities and Exchange Commission on October 15, 1999
                                                      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
                             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
                                                          maximum           Proposed maximum
    Title of securities         Amount to be          offering price            aggregate               Amount of
     to be registered            registered              per share           offering price          registration fee
------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                    <C>                      <C>
Common Stock, par                    (1)                    (2)                 $14,043,750              $3,904.16
value $.01 per share          1,400,000 Shares           $10.03125
------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      Includes 700,000 Shares under the Amended and Restated 1989 Stock Option Plan and 700,000 Shares
         under the 1996 Stock Option Plan.

(2)      The offering price of the 1,400,000 shares registered hereunder of $10.03125 per share has been estimated
         solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 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 October 14, 1999.
</FN>
</TABLE>



<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 Securities & Exchange Commission
(the "Commission"), are incorporated as of their respective dates in this
Registration Statement by reference.

              (i) the Annual Report of BE Aerospace, Inc., a Delaware
         corporation (the "Registrant"), on Form 10-K for the fiscal year ended
         February 27, 1999;

              (ii) the Registrant's Quarterly Reports on Form 10-Q for the
         quarters ended May 29, 1999 and August 28, 1999; and

              (iii) the description of the Common Stock contained in the
         Prospectus filed as part of the Registrant's Registration Statement on
         Form S-1 (no. 33-33689), as amended filed with the Commission on April
         18, 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.

              None.

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, 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 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.

                                        3

<PAGE>



         (c) Article 8 of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, provides for the 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           Certificate of Amendment of the Restated Certificate of
                  Incorporation (incorporated by reference to the Registrant's
                  Registration Statement on Form S-3 (No. 333-60209) filed
                  with the Commission on July 30, 1998).

    4.4           Amended and Restated By-Laws (incorporated herein by reference
                  to the Registrant's Current Report on Form 8-K dated
                  November 12, 1998 filed with the Commission on November 18,
                  1998).

    4.5           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).

    4.6           Amendment No. 1 to the Amended and Restated 1989 Stock Option
                  Plan.

    4.7           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).

    4.8           Amendment No. 1 to the 1996 Stock Option Plan.

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

   23.1           Consent of Deloitte & Touche LLP.

   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;

                  (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, 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;

                  (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities Act and will be governed by the final
adjudication of such issue.




                                        5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 15th day of
October 1999.


                                        BE Aerospace, Inc.



                                        By: /s/ Paul E. Fulchino
                                            ------------------------------------
                                            Name:  Paul E. Fulchino
                                            Title: President and
                                                   Chief Operating Officer




















                                        6

<PAGE>



         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, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, 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, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 15th day of October, 1999.


         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
Thomas P. McCaffrey          and accounting)



                             Director
--------------------------
Jim C. Cowart



/s/ Richard G. Hamermesh     Director
--------------------------
Richard G. Hamermesh



                             Director
--------------------------
Brian H. Rowe



                             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            Certificate of Amendment of the Restated
                    Certificate of Incorporation (incorporated by
                    reference to the Registrant's Registration Statement
                    on Form S-3 (No. 333-60209) filed with the
                    Commission on July 30, 1998).

     4.4            Amended and Restated By-Laws (incorporated
                    herein by reference to the Registrant's Current
                    Report on Form 8-K dated November 12, 1998 filed
                    with the Commission on November 18, 1998).

     4.5            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).

     4.6            Amendment No. 1 to the Amended and Restated
                    1989 Stock Option Plan.

     4.7            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).

     4.8            Amendment No. 1 to the 1996 Stock Option Plan.

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

     23.1           Consent of Deloitte & Touche LLP.

     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
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{"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": "333-89145", "film-number": "99729369"}, "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 October 15, 1999
                                                      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
                             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
                                                          maximum           Proposed maximum
    Title of securities         Amount to be          offering price            aggregate               Amount of
     to be registered            registered              per share           offering price          registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, par                    (1)                    (2)                 $14,043,750              $3,904.16
value $.01 per share          1,400,000 Shares           $10.03125
------------------------------------------------------------------------------------------------------------------------
(1)      Includes 700,000 Shares under the Amended and Restated 1989 Stock Option Plan and 700,000 Shares
         under the 1996 Stock Option Plan.

(2)      The offering price of the 1,400,000 shares registered hereunder of $10.03125 per share has been estimated
         solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 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 October 14, 1999.
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 Securities & Exchange Commission
(the "Commission"), are incorporated as of their respective dates in this
Registration Statement by reference.

              (i) the Annual Report of BE Aerospace, Inc., a Delaware
         corporation (the "Registrant"), on Form 10-K for the fiscal year ended
         February 27, 1999;

              (ii) the Registrant's Quarterly Reports on Form 10-Q for the
         quarters ended May 29, 1999 and August 28, 1999; and

              (iii) the description of the Common Stock contained in the
         Prospectus filed as part of the Registrant's Registration Statement on
         Form S-1 (no. 33-33689), as amended filed with the Commission on April
         18, 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.

              None.

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, 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 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.

                                        3
(c) Article 8 of the Registrant's Amended and Restated Certificate of
Incorporation, as amended, provides for the 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           Certificate of Amendment of the Restated Certificate of
                  Incorporation (incorporated by reference to the Registrant's
                  Registration Statement on Form S-3 (No. 333-60209) filed
                  with the Commission on July 30, 1998).

    4.4           Amended and Restated By-Laws (incorporated herein by reference
                  to the Registrant's Current Report on Form 8-K dated
                  November 12, 1998 filed with the Commission on November 18,
                  1998).

    4.5           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).

    4.6           Amendment No. 1 to the Amended and Restated 1989 Stock Option
                  Plan.

    4.7           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).

    4.8           Amendment No. 1 to the 1996 Stock Option Plan.

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

   23.1           Consent of Deloitte & Touche LLP.

   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;

                  (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, 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;

                  (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 15th day of
October 1999.

                                        BE Aerospace, Inc.

                                        By: /s/ Paul E. Fulchino
                                            ------------------------------------
                                            Name:  Paul E. Fulchino
                                            Title: President and
                                                   Chief Operating Officer

                                        6
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, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, 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, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 15th day of October, 1999.

         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
Thomas P. McCaffrey          and accounting)

                             Director
--------------------------
Jim C. Cowart

/s/ Richard G. Hamermesh     Director
--------------------------
Richard G. Hamermesh

                             Director
--------------------------
Brian H. Rowe

                             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            Certificate of Amendment of the Restated
                    Certificate of Incorporation (incorporated by
                    reference to the Registrant's Registration Statement
                    on Form S-3 (No. 333-60209) filed with the
                    Commission on July 30, 1998).

     4.4            Amended and Restated By-Laws (incorporated
                    herein by reference to the Registrant's Current
                    Report on Form 8-K dated November 12, 1998 filed
                    with the Commission on November 18, 1998).

     4.5            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).

     4.6            Amendment No. 1 to the Amended and Restated
                    1989 Stock Option Plan.

     4.7            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).

     4.8            Amendment No. 1 to the 1996 Stock Option Plan.

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

     23.1           Consent of Deloitte & Touche LLP.

     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