10-Q/A

                               BE AEROSPACE, INC.




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-Q/A

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                 For the quarterly period ended August 26, 2000



                           Commission File No. 0-18348



                               BE AEROSPACE, INC.

             (Exact name of registrant as specified in its charter)





       Delaware                                           06-1209796
(State of Incorporation)                    (I.R.S. Employer Identification No.)



                            1400 Corporate Center Way
                         Wellington, Florida 33414-2105
                    (Address of principal executive offices)



                                 (561) 791-5000
              (Registrant's telephone number, including area code)




         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES[X] NO[ ]

     The  registrant  has one class of common stock,  $0.01 par value,  of which
25,472,285 shares were outstanding as of November 1, 2000.





PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                        Not applicable.

Item 2. Changes in Securities                                    Not applicable.

Item 3. Defaults Upon Senior Securities                          Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders      Not applicable.

     1. Annual meeting took place on August 8, 2000
     2. Directors elected (Class III) - Richard G. Hammermesh and Amin J. Khoury
     3. Directors whose term of office continued after meeting (Class I and II)
        Jim C. Cowart, Brian H. Rowe, Robert J. Khoury and Hansjorg Wyss
     4. Amended the 1994 Employee Stock Purchase Plan
     5. Adopted the Non-Employee Directors Stock and Deferred Compensation Plan

1.   Election of two Class III Directors


                                        For                   Withheld
                                                        
     Richard G. Hammermesh              21,240,061            899,944
     Amin J. Khoury                     21,239,557            900,448


2.   Proposal to amend the 1994 Employee Stock Purchase Plan


     For               Against          Abstain
                                  
     21,157,092        924,000          58,913


3.   Proposal to adopt the Non-Employee Directors Stock and
     Deferred Compensation Plan


     For               Against          Abstain
                                  
     20,622,673        1,438,157        79,175


4.   Proposal to adopt the MacBride Principles


     For               Against          Abstain           Unvoted
                                                 
     1,466,829         11,526,501       551,134           8,595,541


Item 5.  Other Information                                                 None.

Item 6.  Exhibits and Reports on Form 8-K

a.   Exhibits

1.   Exhibit 27 Financial Data Schedule for the six months ended August 26, 2000

     b.  Reports on Form 8-K                                               None.







Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  amendment  to the report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                                     BE AEROSPACE, INC.


Date:  November 1, 2000        By: /s/ Robert J. Khoury
                                       Robert J. Khoury
                                       Vice Chairman and
                                       Chief Executive Officer



Date:  November 1, 2000        By: /s/ Thomas P. McCaffrey
                                       Thomas P. McCaffrey
                                       Corporate Senior Vice President of
                                       Administration and Chief
                                       Financial Officer

EX-27

 

<ARTICLE>                         5





                                                      
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<PERIOD-END>                                             AUG-26-2000
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