As filed with the Securities and Exchange Commission on August 29, 2006.

                                                           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.)

                BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

                            (Full title of the plan)


                               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)
<TABLE>
<CAPTION>
                         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
----------------------------- -------------------- -------------------- ---------------------- ----------------------
<S>                           <C>                  <C>                  <C>                    <C>
Common Stock, par value
$.01 per share                     2,000,000              $22.30                $44,600,000.00         $4,772.20
----------------------------- -------------------- -------------------- ---------------------- ----------------------
</TABLE>

(1)   In addition, this Registration Statement shall also cover any additional
      shares of Common Stock which become issuable under the plan 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 bid
      and asked prices of the Common Stock, par value $0.01 per share, reported
      on the Nasdaq National Market on August 25, 2006.



<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 Commission are incorporated
as of their respective dates in this Registration Statement by reference.

       (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2005;

       (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended March 31, 2006 and June 30, 2006;

       (c)  the Registrant's Current Reports on Form 8-K filed with the
            Commission on April 5, 2006, April 24, 2006, July 12, 2006, July 25,
            2006, July 26, 2006, July 27, 2006, July 31, 2006, August 3, 2006,
            August 8, 2006 and August 14, 2006; and

       (d)  the description of the Registrant's Common Stock contained in
            Amendment No. 1 to the Form 8-A, filed with the Commission on April
            20, 1990 pursuant to Section 12 of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the description of the
            Registrant's Series A Junior Participating Preferred Stock Rights
            (traded with the Registrant's Common Stock) appearing in the
            Registrant's Form 8-A, filed with the Commission on November 18,
            1998 pursuant to Section 12 of the Exchange Act.

            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, other than any portion of a Current Report on Form 8-K that has been
"furnished" under Items 2.02 and 7.01 of Form 8-K (and any related exhibits).
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



<PAGE>


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.



<PAGE>


            (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.



<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 29th day of
August, 2006.

                              BE Aerospace, Inc.



                              By:        /s/ Amin J. Khoury
                                 ---------------------------------------
                                 Name:  Amin J. Khoury
                                 Title: Chairman of the Board and 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 Amin 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 29th day of August, 2006.

         Signature                              Capacity



 /s/  Amin J. Khoury                    Chairman of the Board, Chief Executive
----------------------------------      Officer and Director (Principal
Amin J. Khoury                          Executive Officer)


 /s/ Thomas P. McCaffrey                Senior Vice President of Administration,
----------------------------------      Chief Financial Officer and Assistant
Thomas P. McCaffrey                     Secretary (Principal Financial and
                                        Accounting Officer)

 /s/ Robert J. Khoury                   Director
----------------------------------
Robert J. Khoury


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


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



<PAGE>


EXHIBIT INDEX
        Number          Title of Exhibit

        3.1             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).

        3.2             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).

        3.3             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).

        3.4             Certificate of Amendment of the Restated Certificate of
                        Incorporation (incorporated herein by reference to the
                        Registrant's Registration Statement on Form S-3 (No.
                        33-112493), as amended, filed with the Commission on
                        February 5, 2004.

        3.5             Certificate of Amendment of the Restated Certificate of
                        Incorporation (incorporated herein by reference to the
                        Registrant's Quarterly Report on Form 10-Q for the
                        period ending June 30, 2006, filed with the Commission
                        on August 7, 2006.

        3.6             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).

        10.1            BE Aerospace, Inc. 2005 Long-Term Incentive Plan.

        *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_082306.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18746}]
{"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": "333-136974", "film-number": "061062954"}, "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 August 29, 2006.

                                                           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.)

                BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

                            (Full title of the plan)

                               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                     2,000,000              $22.30                $44,600,000.00         $4,772.20
----------------------------- -------------------- -------------------- ---------------------- ----------------------
(1)   In addition, this Registration Statement shall also cover any additional
      shares of Common Stock which become issuable under the plan 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 bid
      and asked prices of the Common Stock, par value $0.01 per share, reported
      on the Nasdaq National Market on August 25, 2006.
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 Commission are incorporated
as of their respective dates in this Registration Statement by reference.

       (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2005;

       (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended March 31, 2006 and June 30, 2006;

       (c)  the Registrant's Current Reports on Form 8-K filed with the
            Commission on April 5, 2006, April 24, 2006, July 12, 2006, July 25,
            2006, July 26, 2006, July 27, 2006, July 31, 2006, August 3, 2006,
            August 8, 2006 and August 14, 2006; and

       (d)  the description of the Registrant's Common Stock contained in
            Amendment No. 1 to the Form 8-A, filed with the Commission on April
            20, 1990 pursuant to Section 12 of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the description of the
            Registrant's Series A Junior Participating Preferred Stock Rights
            (traded with the Registrant's Common Stock) appearing in the
            Registrant's Form 8-A, filed with the Commission on November 18,
            1998 pursuant to Section 12 of the Exchange Act.

            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, other than any portion of a Current Report on Form 8-K that has been
"furnished" under Items 2.02 and 7.01 of Form 8-K (and any related exhibits).
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 Wellington, State of Florida on the 29th day of
August, 2006.

                              BE Aerospace, Inc.

                              By:        /s/ Amin J. Khoury
                                 ---------------------------------------
                                 Name:  Amin J. Khoury
                                 Title: Chairman of the Board and 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 Amin 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 29th day of August, 2006.

         Signature                              Capacity

 /s/  Amin J. Khoury                    Chairman of the Board, Chief Executive
----------------------------------      Officer and Director (Principal
Amin J. Khoury                          Executive Officer)

 /s/ Thomas P. McCaffrey                Senior Vice President of Administration,
----------------------------------      Chief Financial Officer and Assistant
Thomas P. McCaffrey                     Secretary (Principal Financial and
                                        Accounting Officer)

 /s/ Robert J. Khoury                   Director
----------------------------------
Robert J. Khoury

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

 /s/ Jonathan M. Schofield              Director
----------------------------------
Jonathan M. Schofield
EXHIBIT INDEX
        Number          Title of Exhibit

        3.1             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).

        3.2             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).

        3.3             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).

        3.4             Certificate of Amendment of the Restated Certificate of
                        Incorporation (incorporated herein by reference to the
                        Registrant's Registration Statement on Form S-3 (No.
                        33-112493), as amended, filed with the Commission on
                        February 5, 2004.

        3.5             Certificate of Amendment of the Restated Certificate of
                        Incorporation (incorporated herein by reference to the
                        Registrant's Quarterly Report on Form 10-Q for the
                        period ending June 30, 2006, filed with the Commission
                        on August 7, 2006.

        3.6             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).

        10.1            BE Aerospace, Inc. 2005 Long-Term Incentive Plan.

        *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.