As filed with the Securities and Exchange Commission on November 12, 2003.
                                                    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.)

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

                    BE AEROSPACE, INC. 1996 STOCK OPTION 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                       2,200,000                  $5.86                    $12,892,000                $1,042.97
---------------------------    ---------------------    ----------------------    -------------------------    ---------------------

</TABLE>

(1)    This registration statement on Form S-8 (this "Registration Statement")
       represents an aggregate of 2,200,000 shares of common stock, par value
       $0.01 per share (the "Common Stock") available for issuance under the
       BE Aerospace, Inc. 1996 Stock Option Plan. 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)    Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
       amended (the "Securities Act"), the proposed maximum offering price per
       share and the proposed maximum aggregate offering price have been
       estimated solely for the purpose of determining the registration fee and
       based on the average of the high and low prices of the Common Stock
       reported on the Nasdaq National Market on November 10, 2003.


<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
                 ten-month period from February 24, 2002 to December 31, 2002;

            (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended March 31, 2003, June 30, 2003 and September 30,
                 2003;

            (c)  the Registrant's Current Reports on Form 8-K filed with the
                 Commission on January 7, 2003, January 23, 2003, February 11,
                 2003, March 4, 2003, April 22, 2003, July 22, 2003, September
                 29, 2003, September 30, 2003, October 3, 2003 and October 22,
                 2003; 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


<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 12th day of
November, 2003.


                                 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 12th day of November, 2003.

          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 and
Thomas P. McCaffrey                 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/  Brian H. Rowe                  Director
----------------------------
Brian H. Rowe


/s/  Jonathan 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. 1996 Stock Option Plan (incorporated
                       by reference to the Registration Statement on Form S-8)
                       (File No. 333-14037), previously filed with the
                       Commission on October 15, 1996, together with Amendment
                       Number 1 (incorporated by reference to the Registration
                       Statement on Form S-8) (File No. 333-89145), previously
                       filed with the Commission on October 15, 1999 and
                       Amendment Number 2 (incorporated by reference to the
                       Registration Statement on Form S-8) (File No. 333-30578),
                       previously filed with the Commission on February 16,
                       2000.

        *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).



<PAGE>


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


_________________________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "fs8_110403.txt", "description": "FORM S-8, DATED NOVEMBER 2003", "secsgml_size_bytes": 19596}]
{"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": "333-110422", "film-number": "03994380"}, "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 12, 2003.
                                                    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.)

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

                    BE AEROSPACE, INC. 1996 STOCK OPTION 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                       2,200,000                  $5.86                    $12,892,000                $1,042.97
---------------------------    ---------------------    ----------------------    -------------------------    ---------------------
(1)    This registration statement on Form S-8 (this "Registration Statement")
       represents an aggregate of 2,200,000 shares of common stock, par value
       $0.01 per share (the "Common Stock") available for issuance under the
       BE Aerospace, Inc. 1996 Stock Option Plan. 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)    Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
       amended (the "Securities Act"), the proposed maximum offering price per
       share and the proposed maximum aggregate offering price have been
       estimated solely for the purpose of determining the registration fee and
       based on the average of the high and low prices of the Common Stock
       reported on the Nasdaq National Market on November 10, 2003.
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
                 ten-month period from February 24, 2002 to December 31, 2002;

            (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended March 31, 2003, June 30, 2003 and September 30,
                 2003;

            (c)  the Registrant's Current Reports on Form 8-K filed with the
                 Commission on January 7, 2003, January 23, 2003, February 11,
                 2003, March 4, 2003, April 22, 2003, July 22, 2003, September
                 29, 2003, September 30, 2003, October 3, 2003 and October 22,
                 2003; 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 Wellington, State of Florida on the 12th day of
November, 2003.

                                 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 12th day of November, 2003.

          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 and
Thomas P. McCaffrey                 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/  Brian H. Rowe                  Director
----------------------------
Brian H. Rowe

/s/  Jonathan 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. 1996 Stock Option Plan (incorporated
                       by reference to the Registration Statement on Form S-8)
                       (File No. 333-14037), previously filed with the
                       Commission on October 15, 1996, together with Amendment
                       Number 1 (incorporated by reference to the Registration
                       Statement on Form S-8) (File No. 333-89145), previously
                       filed with the Commission on October 15, 1999 and
                       Amendment Number 2 (incorporated by reference to the
                       Registration Statement on Form S-8) (File No. 333-30578),
                       previously filed with the Commission on February 16,
                       2000.

        *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).

_________________________
* Filed herewith.