June 12, 2006


Mr. Thomas P. McCaffrey
Chief Financial Officer, BE Aerospace Inc.
1400 Corporate Center Way
Wellington, FL 33414

Re:		BE Aerospace, Inc.
Form 10-K for the fiscal year ended December 31, 2005
      File No. 0-18348


Dear Mr. McCaffrey:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Results of Operations, page 29

1. In future periodic filings, if you identify multiple factors as
impacting your results of operations, quantify the impact of each
factor you identify, to the extent practicable.
2.
In future periodic filings please provide better insight into the
underlying factors that drove the change in operating earnings for
each of your segments.  For example, if the gross margin or one of
the
operating expenses changed significantly at one or more of your
segments, you should discuss the underlying reasons for that fact
and
quantify the impact if possible.  In this regard, we note that the
increase in your warranty expense accounted for almost half of the
increase in your total selling, general and administrative
expenses,
but this increase is not analyzed and there is no indication of
the
segment(s) to which this increase relates.  We remind you that one
of
the primary objectives of MD&A is to provide your readers with
information about the quality and potential variability of your
earnings and cash flows, so that your readers can ascertain the
likelihood that past performance is indicative of future
performance.
We also remind you that you must disclose known material trends
and
uncertainties to provide your readers with a view of your company
through the eyes of management.  Refer to our Release 33-8350,
available on our website at www.sec.gov/rules/interp/33-8350.htm.

3. We note your disclosures concerning the $51.9 million tax
benefit
in 2005.  We note from your financial statements that this tax
benefit
was largely driven by the reversal of a significant portion of
your
valuation allowance on your domestic deferred tax assets during
the
year ended 2005.  Please tell us the positive and negative
available
evidence that led you to conclude that a valuation allowance was
no
longer necessary to reduce these deferred tax assets to zero.
Refer
to paragraphs 21 through 24 of SFAS 109.  Expand your MD&A
analysis in
future filings to address in more detail the reasons for the
changes
in your income tax expense/benefit.

Liquidity and Capital Resources, page 33

4. Your current discussion of cash flows (used in) provided by
operating activities merely repeats the information seen on your
balance sheets and statements of cash flows.  In future periodic
filings, revise your disclosures to discuss the underlying reasons
for
any significant changes in the line items in your operating cash
flows, such as accounts receivable and other assets.  Refer to SEC
Release 33-8350.

Item 9A. Controls and Procedures, page 38

5. We note that your "principal executive officer and principal
financial officer...have concluded that... [your] disclosure
controls
and procedures were adequate and effective to ensure that material
information relating to [your] company and [your] consolidated
subsidiaries would be made known to them by others within those
entities."  Please confirm to us, if true, that your officers have
concluded that your disclosure controls and procedures are
designed,
and are effective, to give reasonable assurance that the
information
required to be disclosed by you in reports that you file under the
Exchange Act is recorded, processed, summarized and reported
within
the time periods specified in the rules and forms of the SEC and
that
your disclosure controls and procedures are also effective to
ensure
that information required to be disclosed in the reports that you
file
or submit under the Exchange Act is accumulated and communicated
to
your management, including your principal executive officer and
principal financial officer, to allow timely decision regarding
required disclosure.  Refer to Exchange Act Rules 13a-15(e) and
15d-
15(e).

Consolidated Statements of Operations and Comprehensive Income,
page
F-4

6. Please tell us what consideration you gave to separately
disclosing
net sales and cost of sales for products and services.  In this
regard, we note from the description of your products and services
beginning on page 10 that you offer commercial aircraft
engineering,
design and conversion services, business jet design and program
management services, and inventory management services.  Refer to
Article 5-03(b)(1) and (2) of Regulation S-X.


Note 1 - Summary of Significant Accounting Policies - Revenue
Recognition, page F-7

7. We read that historically you have recognized revenues and
costs
under certain long-term contracts under the percentage-of-
completion
method.  Please tell us whether you had any such contracts during
the
periods presented in your financial statements.  If so, we have
the
following comments:

* Please tell us, and disclose in future filings, your method for
measuring the extent of progress towards completion (e.g. cost-to-
cost).  Refer to paragraph 45 of SOP 81-1.
* Please tell us, and disclose in future filings, your accounting
policy for change orders and claims.  In this regard, we note your
disclosures on page 13 concerning change orders and related non-
recurring engineering charges.  Refer to paragraphs 61-63 and 65-
67 of
SOP 81-1.
* Please tell us what consideration you gave to providing the
disclosures indicated by Article 5-02(3)(c) and 5-02(6)(d) of
Regulation S-X, including presenting costs and estimated earnings
in
excess of billings and billings in excess of costs and estimated
earnings on your balance sheet.

If you did not have any long-term contracts during the periods
presented in your financial statements, please revise future
filings
to clarify this matter.

Note 12 - Segment Reporting, page F-19

8. We read that you have three reportable segments: Commercial
Aircraft, Distribution and Business Jet.  Based on the description
of
your products and services beginning on page 10 and your MD&A
overview
on page 27, it appears that you may have several operating
segments.
To help us better understand your current segment presentation,
please
provide us with a detailed explanation of how you determined your
operating segments under SFAS 131, a listing of those operating
segments, and for any operating segments that you have aggregated,
an
explanation of how you determined such aggregation was appropriate
under SFAS 131 and EITF 04-10, including demonstration of similar
long-term average gross margins over the past five years.

Schedule II - Valuation and Qualifying Accounts, page F-23

9. In future filings please include your tax valuation allowance
on
this schedule.  Refer to Article 5-04 and Article 12-09 of
Regulation
S-X.

As appropriate, please amend your filing and respond to these
comments
within 10 business days or tell us when you will provide us with a
response.  Please provide us with a supplemental response letter
that
keys your responses to our comments and provides any requested
supplemental information.  Detailed letters greatly facilitate our
review.  Please file your supplemental response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732, Jennifer
Thompson, Staff Accountant, at (202)551-3737 or to the undersigned
at
(202) 551-3768.

Sincerely,



John Cash
Branch Chief
Mr. Thomas P. McCaffrey
BE Aerospace Inc.
June 9, 2006
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE