Exhibit (d)(12)

                            Nonqualified Stock Option
                                Granted Under the
                  2001 Non-Employee Directors Stock Option Plan

     Nonqualified Stock Option granted by B/E Aerospace, Inc., a Delaware
corporation (the "Company"), to _________, a non-employee director of the
Company (the "Director"), pursuant to the Company's 2001 Non-Employee Directors
Stock Option Plan, as in effect as of the date hereof (the "Plan"). Capitalized
terms used herein without definition shall have the meaning set forth in the
Plan.

1.   Grant of Option.

     This certificate (the "Certificate") evidences the grant by the Company on
_________ (the "Date of Grant") to the Director of an option (the "Option") to
purchase, in whole or in part, on the terms herein provided, a total of ____
shares of the common stock of the Company (the "Common Stock") at $____ per
share, which is not less than the Fair Market Value of the Common Stock on the
last business day preceding the Date of Grant of the Option.

2.   Term; Final Expiration Date.

     Unless terminated earlier pursuant to Section 7 of the Plan, the term of
the Option shall be 10 years from the Date of Grant and the Option shall expire
on _________ (the "Final Expiration Date").

3.   Vesting Schedule.

     Subject to the provisions of Section 7(c) and 7(b) of the Plan, this Option
is exercisable, in accordance with Section 7(a) of the Plan, in the following
installments on a cumulative basis, but in no event may the Option be exercised
later than the Final Expiration Date:

     ____ shares of Common Stock on and after _________, the first anniversary
     of the Date of Grant;

     ____ additional shares of Common Stock on and after _________, the second
     anniversary of the Date of Grant;

     _____ additional shares of Common Stock on and after _________, the third
     anniversary of the Date of Grant; and

     _____ additional shares of Common Stock on and after _________, the fourth
     anniversary of the Date of Grant.

4.   Exercise of Option.

     Each election to exercise the Option shall be in writing, signed by the
Director or by the Director's executor or administrator or the person or persons
to whom the Option is transferred pursuant to Section 8 of this Certificate, and
received by the Company at its principal office, accompanied by this
Certificate, and payment in full as provided in the Plan. The purchase price may
be paid, subject to the provisions of Section 6(c) of the Plan, by:

      (i) delivery of cash, personal check, certified check, bank draft, money
          order or wire transfer;

     (ii) delivery of Common Stock of the Company (held for at least six months)
          having a Fair Market Value on the last business day preceding the date
          of exercise equal to the purchase price;




    (iii) delivery of an unconditional and irrevocable undertaking by a broker
          to deliver promptly to the Company sufficient funds to pay the
          purchase price; or

     (iv) any combination of the permissible forms of payment.

In the event that the Option is exercised by the Director's executor or
administrator or the person or persons to whom the Option is transferred
pursuant to Section 8 of this Certificate, the Company shall be under no
obligation to deliver Shares hereunder unless and until the Company is satisfied
as to the authority of the person or persons exercising the Option.

5.   Notice of Disposition.

     The person exercising the Option shall notify the Company when such person
makes any disposition of the shares of Common Stock acquired upon exercise of
the Option, whether by sale, gift or otherwise.

6.   Application of Stock Transfer Agreement.

     If at the time when the Option is exercised the Company is a party to any
agreement restricting the transfer of any outstanding shares of its Common
Stock, the Option may be exercised only if the Shares so acquired are made
subject to the transfer restrictions set forth in that agreement (or if more
than one such agreement is then in effect, the agreement specified by the
Board).

7.   Tax Withholding.

     The Company shall have the right to require the Director entitled to
receive Common Stock pursuant to an Option exercise to remit to the Company,
prior to the delivery of any certificates evidencing such Common Stock, an
amount sufficient to satisfy any federal, state or local tax withholding
requirements. Prior to the Company's determination of such withholding
liability, the Director may make an irrevocable election to satisfy, in whole or
in part, such obligation to remit taxes, by directing the Company to withhold
shares of Common Stock that would otherwise be received by such individual. Such
election may be denied by the Committee in its discretion, or may be made
subject to certain conditions specified by the Committee, including, without
limitation, conditions intended to avoid the imposition of liability against the
individual under Section 16(b) of the Exchange Act or Section 162(m) of the
Code.

8.   Nontransferability of Option.

     This Option is transferable by the Director by will, the laws of descent
and distribution, pursuant to a qualified domestic relations order, and subject
to such terms and conditions as the Committee shall specify in its sole
discretion, (i) to a Director's family members, (ii) to one or more trusts
established in whole or in part for the benefit of one or more of such family
members, (iii) to one or more entities which are owned in whole or in part by
one or more such family members or (iv) to any other individual or entity
permitted under law and the rules of NASDAQ or any other national securities
exchange on which the Common Stock is listed. The Option is only exercisable
during the Director's lifetime only by the Director or by a permitted transferee
to whom the Option has been transferred pursuant to the foregoing sentence of
Section 8 of this Certificate.

9.   Provisions of the Plan.

     This Option is subject to the provisions of the Plan, a copy of which is
furnished to the Director with the Option. In the event of an inconsistency
between this Certificate and the terms of the Plan, the Plan shall govern.






     IN WITNESS WHEREOF, the Company has caused this Certificate to be executed
under its corporate seal by its duly authorized officer. This Option shall take
effect as a sealed instrument.


                                                  B/E AEROSPACE, INC.




                                                  By: _____________________
                                                      Name:
                                                      Title:


Dated:  As of  ______________________