As filed with the Securities and Exchange Commission on March 28, 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. 2001 STOCK OPTION PLAN
           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)
<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                     1,300,000             $1.57                  $2,041,000             $165.12
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This registration statement on Form S-8 (this "Registration Statement")
         represents an aggregate of 300,000 shares of common stock, par value
         $0.01 per share (the "Common Stock") available for issuance under the
         BE Aerospace, Inc. 2001 Stock Option Plan and 1,000,000 shares of
         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


<PAGE>

         of the bid and asked prices of the Common Stock, par value $0.01
         per share, reported on the Nasdaq National Market on March 24, 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 Transition Report on Form 10-K for the
                    ten-month period from February 24, 2002 to December 31,
                    2002;

               (b)  the Registrant's Current Reports on Form 8-K filed with the
                    Commission on January 7, 2003, January 23, 2003, February
                    11, 2003 and March 4, 2003; and

               (c)  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


<PAGE>


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


<PAGE>


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 28th day of
March, 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 28th day of March, 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
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/ 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 by
                              reference to the Registrant's Registration
                              Statement on Form S-3 (No. 333-60209), filed with
                              the Commission on July 30, 1998).

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

          4.5                 BE Aerospace, Inc. 2001 Stock Option Plan
                              (Incorporated by reference to the Registrant's
                              Registration Statement on Form S-8 (No.
                              333-71442), filed with the Commission on October
                              11, 2001).

          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
                              (No. 333-30578), filed with the Commission on
                              February 17, 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.


<PAGE>
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{"company-data": {"conformed-name": "BE AEROSPACE INC", "cik": "0000861361", "assigned-sic": "2531", "irs-number": "061209796", "state-of-incorporation": "DE", "fiscal-year-end": "0222"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104129", "film-number": "03626480"}, "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 March 28, 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. 2001 STOCK OPTION PLAN
           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                     1,300,000             $1.57                  $2,041,000             $165.12
---------------------------------------------------------------------------------------------------------------------
(1)      This registration statement on Form S-8 (this "Registration Statement")
         represents an aggregate of 300,000 shares of common stock, par value
         $0.01 per share (the "Common Stock") available for issuance under the
         BE Aerospace, Inc. 2001 Stock Option Plan and 1,000,000 shares of
         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 bid and asked prices of the Common Stock, par value $0.01
         per share, reported on the Nasdaq National Market on March 24, 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 Transition Report on Form 10-K for the
                    ten-month period from February 24, 2002 to December 31,
                    2002;

               (b)  the Registrant's Current Reports on Form 8-K filed with the
                    Commission on January 7, 2003, January 23, 2003, February
                    11, 2003 and March 4, 2003; and

               (c)  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 28th day of
March, 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 28th day of March, 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
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/ 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 by
                              reference to the Registrant's Registration
                              Statement on Form S-3 (No. 333-60209), filed with
                              the Commission on July 30, 1998).

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

          4.5                 BE Aerospace, Inc. 2001 Stock Option Plan
                              (Incorporated by reference to the Registrant's
                              Registration Statement on Form S-8 (No.
                              333-71442), filed with the Commission on October
                              11, 2001).

          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
                              (No. 333-30578), filed with the Commission on
                              February 17, 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.