As filed with the Securities and Exchange Commission on November _, 2004.
                                                     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 registrant as specified in its charter)

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

    AMENDED AND RESTATED BE AEROSPACE, INC. 1994 EMPLOYEE STOCK PURCHASE 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 (1)        per share (2)         offering price        registration fee
---------------------------------------------------------------------------------------------------------------------
<C>                              <C>                    <C>                   <C>                     <C>
Common Stock, par value
$.01 per share                   500,000                $8.35                 $4,175,000              $528.97
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This registration statement on Form S-8 (this "Registration Statement")
    represents an aggregate of 500,000 share of common stock, par value $0.01
    per share (the "Common Stock") available for issuance under the Amended and
    Restated BE Aerospace, Inc. 1994 Employee Stock Purchase Plan. In addition,
    this Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the plans being registered pursuant to
    this Registration Statement by reason of any stock dividend, stock split,
    recapitalization or any other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    Registrant's outstanding shares of Common Stock.

(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
    Act of 1933, as amended (the "Securities Act") solely for the purpose of
    determining the registration fee. Estimate based on the average of the high
    and low prices of the Common Stock, par value $0.01 per share, reported on
    the Nasdaq National Market on November 1, 2004.



<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 and the "Note" to Part I of Form S-8.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents filed with the Securities and Exchange
Commission (the "Commission"), are incorporated as of their respective dates in
this Registration Statement by reference.

         (a)  the Registrant's Transitional Report on Form 10-K for the fiscal
              year ended December 31, 2003;

         (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended March 31, 2004 and June 30, 2004;

         (c)  the Registrant's Current Reports on Form 8-K filed with the
              Commission on February 19, 2004, April 21, 2004, July 22, 2004,
              October 4, 2004, October 6, 2004 and October 12, 2004; and

         (d)  the description of the Registrant's 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 March 7, 1990 pursuant to Section 12 of the Exchange
              Act of 1934, as amended (the "Exchange Act"), and the description
              of the attached shareholder rights described in the Registrant's
              Registration Statement 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 and 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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 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


<PAGE>

such court shall deem proper. Any such indemnification may be made by the
Registrant 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.

              (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.

              See attached Exhibit list.

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 this 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;

              (iii) to include any material information with respect to the plan
         of distribution not previously disclosed in this 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; and

              (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


<PAGE>

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
Securities 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.



<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 Lenexa, State of Kansas on the 3rd day of November,
2004.

                                          BE Aerospace, Inc.




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


<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 3rd day of November, 2004.

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


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

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

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

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

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

 /s/ David C. Hurley                    Director
-----------------------------------
David C. Hurley

 /s/ Wesley W. Marple, Jr.              Director
-----------------------------------
Wesley W. Marple, Jr.

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

 /s/ Johnathan M. Schofield             Director
-----------------------------------
Jonathan M. Schofield



<PAGE>


EXHIBIT INDEX

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

       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. 33-54146), filed with the Commission on November 3,
                     1992).

       4.3           Certificate of Amendment of the Restated Certificate of
                     Incorporation (Incorporated herein 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 Annual Report dated, filed
                     with the Commission on November 18, 1998).

       4.5           Amended and Restated By-Laws (incorporated herein by
                     reference to the Registrant's Transitional Report on Form
                     10-K dated December 31, 2002, filed with the Commission on
                     March 26, 2003).

       4.6           BE Aerospace, Inc. 1994 Employee Stock Purchase Plan
                     (Amended and Restated as of January 19, 2000) (Incorporated
                     by reference to the Registrant's Registration Statement on
                     Form S-8) (File No. 333-30578), previously filed with the
                     Commission on February 16, 2000.

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

       *23.1         Consent of Deloitte & Touche LLP.

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

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

-----------------------------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s8_110104.txt", "description": "AMENDED & RESTATED 1994 EMPLOYEE STOCK PURC. PLAN", "secsgml_size_bytes": 18866}]
{"company-data": {"conformed-name": "BE AEROSPACE INC", "cik": "0000861361", "assigned-sic": "2531", "irs-number": "061209796", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120183", "film-number": "041116349"}, "business-address": {"street1": "1400 CORPORATE CTR WY", "city": "WELLINGTON", "state": "FL", "zip": "33414", "phone": "5617915000"}, "mail-address": {"street1": "1400 CORPORATE CENTER WAY", "street2": "1400 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 _, 2004.
                                                     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 registrant as specified in its charter)

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

    AMENDED AND RESTATED BE AEROSPACE, INC. 1994 EMPLOYEE STOCK PURCHASE 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 (1)        per share (2)         offering price        registration fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share                   500,000                $8.35                 $4,175,000              $528.97
---------------------------------------------------------------------------------------------------------------------
(1) This registration statement on Form S-8 (this "Registration Statement")
    represents an aggregate of 500,000 share of common stock, par value $0.01
    per share (the "Common Stock") available for issuance under the Amended and
    Restated BE Aerospace, Inc. 1994 Employee Stock Purchase Plan. In addition,
    this Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the plans being registered pursuant to
    this Registration Statement by reason of any stock dividend, stock split,
    recapitalization or any other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    Registrant's outstanding shares of Common Stock.

(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
    Act of 1933, as amended (the "Securities Act") solely for the purpose of
    determining the registration fee. Estimate based on the average of the high
    and low prices of the Common Stock, par value $0.01 per share, reported on
    the Nasdaq National Market on November 1, 2004.
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 and the "Note" to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents filed with the Securities and Exchange
Commission (the "Commission"), are incorporated as of their respective dates in
this Registration Statement by reference.

         (a)  the Registrant's Transitional Report on Form 10-K for the fiscal
              year ended December 31, 2003;

         (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended March 31, 2004 and June 30, 2004;

         (c)  the Registrant's Current Reports on Form 8-K filed with the
              Commission on February 19, 2004, April 21, 2004, July 22, 2004,
              October 4, 2004, October 6, 2004 and October 12, 2004; and

         (d)  the description of the Registrant's 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 March 7, 1990 pursuant to Section 12 of the Exchange
              Act of 1934, as amended (the "Exchange Act"), and the description
              of the attached shareholder rights described in the Registrant's
              Registration Statement 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 and 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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 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
Registrant 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.

              (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.

              See attached Exhibit list.

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 this 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;

              (iii) to include any material information with respect to the plan
         of distribution not previously disclosed in this 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; and

              (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
Securities 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.
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 Lenexa, State of Kansas on the 3rd day of November,
2004.

                                          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, 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 3rd day of November, 2004.

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

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

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

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

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

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

 /s/ David C. Hurley                    Director
-----------------------------------
David C. Hurley

 /s/ Wesley W. Marple, Jr.              Director
-----------------------------------
Wesley W. Marple, Jr.

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

 /s/ Johnathan M. Schofield             Director
-----------------------------------
Jonathan M. Schofield
EXHIBIT INDEX

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

       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. 33-54146), filed with the Commission on November 3,
                     1992).

       4.3           Certificate of Amendment of the Restated Certificate of
                     Incorporation (Incorporated herein 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 Annual Report dated, filed
                     with the Commission on November 18, 1998).

       4.5           Amended and Restated By-Laws (incorporated herein by
                     reference to the Registrant's Transitional Report on Form
                     10-K dated December 31, 2002, filed with the Commission on
                     March 26, 2003).

       4.6           BE Aerospace, Inc. 1994 Employee Stock Purchase Plan
                     (Amended and Restated as of January 19, 2000) (Incorporated
                     by reference to the Registrant's Registration Statement on
                     Form S-8) (File No. 333-30578), previously filed with the
                     Commission on February 16, 2000.

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

       *23.1         Consent of Deloitte & Touche LLP.

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

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

-----------------------------
*  Filed herewith.