8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): July 10, 2006

                               BE AEROSPACE, INC.
               (Exact name of registrant as specified in charter)


DELAWARE                                  0-18348            06-1209796
(State or other                  (Commission File Number)    (I.R.S. Employer
jurisdiction of incorporation)                               Identification No.)


1400 Corporate Center Way, Wellington, Florida               33414
(Address of principal executive offices)                     (Zip Code)


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



                         Exhibit Index Appears on page 4







Item 8.01.    OTHER EVENTS.

         On July 10, 2006, BE Aerospace, Inc. (the "Company") issued a press
release announcing that it commenced a tender offer (the "Tender Offer") for
cash for all of its $175.0 million aggregate principal amount of 8 1/2% Senior
Notes due 2010 (the "Notes") and is soliciting consents to certain proposed
amendments to eliminate substantially all of the restrictive covenants and
certain events of default in the indenture governing the Notes (the "Consent
Solicitation"). The source of funds to complete the Tender Offer and Consent
Solicitation are expected to be provided from available cash and from borrowings
under a new revolving credit facility that the Company expects to enter into. A
copy of the press release announcing the launch of the Tender Offer and Consent
Solicitation is attached hereto as Exhibit 99.1.

         In connection with the Tender Offer and Consent Solicitation, the
Company expects to enter into a new senior credit facility (the "New Senior
Credit Facility") pursuant to a commitment letter, dated July 10, 2006 (the
"Commitment"), that the Company entered into with UBS Securities LLC, UBS Loan
Finance LLC, Credit Suisse, Cayman Islands Branch, Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. Pursuant to
the Commitment, the New Senior Credit Facility is expected to provide a $150.0
million senior secured revolving credit facility (the "Revolving Credit
Facility"). The Company expects to use available cash and borrowings under this
Revolving Credit Facility to purchase the Notes in the Tender Offer and Consent
Solicitation and pay related fees and expenses. The Company expects to enter
into the New Senior Credit Facility on the date it first purchases Notes in the
Tender Offer and Consent Solicitation (the "Initial Settlement Date"). Following
the Initial Settlement Date, borrowings under the Revolving Credit Facility are
expected to be available for working capital and general corporate purposes
(including, in certain circumstances, acquisitions). In addition, pursuant to
the Commitment, the New Senior Credit Facility will also provide for a $75.0
million, delayed draw, senior secured term loan (the "Term Loan"). The
Commitment provides that the Term Loan will be available to be drawn by the
Company from the period beginning after the Initial Settlement Date to on or
prior to September 29, 2006. The borrowings under the term loan are expected to
be available for working capital and general corporate purposes (including, in
certain circumstances, acquisitions).

         The New Senior Credit Facility is expected to contain certain customary
negative covenants, representations and warranties, affirmative covenants and
events of default. In addition, the Commitment provides that the New Senior
Credit Facility will require the Company to comply with a minimum interest
coverage ratio test and a maximum leverage ratio test.

         The Company intends to terminate its existing $50.0 million revolving
credit facility with JPMorgan Chase Bank, N.A., which was scheduled to expire in
February 2007, at the time it enters into the New Senior Credit Facility. The
Commitment requires that the Company enter into the New Senior Credit Facility
no later than August 31, 2006.

         The final terms of the New Senior Credit Facility have not been agreed
upon by the Company or the financial institutions named above. Therefore, the
actual terms of the New Senior Credit Facility may differ from the terms set
forth above and any such differences may be material.








                                    SIGNATURE

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

                                  BE AEROSPACE, INC.

                                  By: /s/ Thomas P. McCaffrey
                                  ----------------------------
                                  Name:  Thomas P. McCaffrey
                                  Title: Senior Vice President of Administration
                                         and Chief Financial Officer



Date:  July 12, 2006







                                  EXHIBIT INDEX



Exhibit No.         Description of Exhibits
- -----------         -----------------------
99.1                Press release, dated July 10, 2006, issued by BE Aerospace,
                    Inc. announcing a cash tender offer and consent solicitation
                    for its senior notes due 2010.

EX-99.1

                                                                    EXHIBIT 99.1


[GRAPHIC OMITTED]


                                        News Release
                                        CONTACT:
                                        Doug Dean
                                        Director, Investor Relations
                                        B/E Aerospace, Inc.
                                        (561) 791-5000 ext. 1450




                  B/E AEROSPACE ANNOUNCES CASH TENDER OFFER AND
                 CONSENT SOLICITATION FOR SENIOR NOTES DUE 2010

        WELLINGTON, FL, July 10, 2006 - B/E Aerospace, Inc. (the "Company")
(Nasdaq: BEAV) today announced that it has commenced a cash tender offer and
consent solicitation for its outstanding $175.0 million aggregate principal
amount of its 8 1/2% Senior Notes due 2010 (the "Notes"). The source of funds to
complete this tender offer and consent solicitation will be provided from cash
on hand and from borrowings under a new revolving credit facility that the
Company expects to enter into. The tender offer is scheduled to expire at 5:00
p.m. New York City time on August 7, 2006 (the "Expiration Date"), unless
extended or earlier terminated. The consent solicitation is scheduled to expire
at 5:00 p.m. New York City time on July 21, 2006 (the "Consent Date"), unless
extended. The tender offer is being made upon the terms, and subject to the
conditions, set forth in the Company's Offer to Purchase and Consent
Solicitation Statement dated July 10, 2006 (the "Offer to Purchase"), and
related Consent and Letter of Transmittal, which more fully set forth the terms
of the tender offer and consent solicitation. Holders may withdraw their tenders
prior to 5:00 p.m. New York City time on July 21, 2006 (the "Withdrawal Date"),
but not thereafter, except as may be required by law or as may be permitted upon
an extension of the Withdrawal Date under the Offer to Purchase.

        The consideration per $1,000 principal amount of Notes validly tendered
and not withdrawn prior to the Consent Date will, as described in the Offer to
Purchase, be based on the present value, on any Settlement Date, of $1,042.50
(the amount payable on October 1, 2007, which is the date that the Notes may
first be redeemed by the Company pursuant to the terms of the indenture
governing the Notes), and the present value of interest that would be payable
on, or accrue from, the last





                                                                               2

interest payment date until October 1, 2007, in each case, determined based on a
fixed spread of 50 basis points over the yield at 2:00 p.m. New York City time
on July 21, 2006, unless extended (the "Price Determination Date"), of the 4.00%
U.S. Treasury Note due September 30, 2007 minus accrued and unpaid interest from
the last interest payment date to the Settlement Date. The purchase price for
the Notes will be announced by news release on the next business day following
the Price Determination Date. In addition, the Company will pay investors that
validly tender their Notes accrued and unpaid interest from the last interest
payment date up to, but not including, the applicable Settlement Date.

        In connection with the tender offer, the Company is soliciting consents
to certain proposed amendments to eliminate substantially all of the restrictive
covenants and certain events of default in the indenture governing the Notes.
Holders tendering Notes will be required to consent to the proposed amendments
to the indenture. Adoption of the proposed amendments requires the consent of at
least a majority of the outstanding aggregate principal amount of the Notes. The
Company is offering to make a consent payment of $20.00 per $1,000 principal
amount of Notes to holders who validly tender their Notes and deliver their
consents on or prior to the Consent Date.

        The Settlement Date will be the "Early Settlement Date" or the "Final
Settlement Date." The Early Settlement Date is expected to follow promptly the
Consent Date and the Final Settlement Date is expected to follow promptly the
Expiration Date.

        The consummation of the tender offer and consent solicitation is subject
to the conditions set forth in the Offer to Purchase, including the receipt of
consents of holders of the Notes representing a majority of the outstanding
aggregate principal amount of the Notes, the execution of a supplemental
indenture amending the indenture governing the Notes, the Company obtaining the
financing necessary to fund the tender offer and consent solicitation and other
customary conditions.

        In connection with the tender offer and consent solicitation, the
Company expects to establish a $150.0 million revolving credit facility. The
Company expects to use cash on hand and borrowings under this revolving credit
facility to purchase Notes in the tender offer.

        The Company has retained UBS Securities LLC, Credit Suisse Securities
(USA) LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and
Global Bondholder Services Corporation to serve as Depositary and Information
Agent.

        Persons with questions regarding the tender offer and consent
solicitation should contact UBS Securities LLC toll free at (888) 722-9555 ext.
4210 and collect at (203) 719-4210, Credit Suisse Securities (USA) LLC toll free
at (800) 820-1653 and collect at (212) 325-7596, and J.P. Morgan Securities Inc.
collect at (212) 270-7407, or Global Bondholder Services Corporation at (866)
804-2200. Requests for documentation should be directed to Global Bondholder
Services Corporation at (866) 804-2200.

        This announcement is for information purposes only and constitutes
neither an offer to purchase





                                                                               3

nor a solicitation of an offer to sell the Notes. The tender offer and consent
solicitation will be made only pursuant to the Offer to Purchase and related
materials, which will be delivered to all holders of the Notes.


        About B/E Aerospace, Inc.

        B/E Aerospace, Inc. is the world's leading manufacturer of aircraft
cabin interior products, and a leading aftermarket distributor of aerospace
fasteners. B/E designs, develops and manufactures a broad range of products for
both commercial aircraft and business jets. B/E manufactured products include
aircraft cabin seating, lighting, oxygen, and food and beverage preparation and
storage equipment. The company also provides cabin interior design,
reconfiguration and passenger-to-freighter conversion services. Products for the
existing aircraft fleet - the aftermarket - generate about 60 percent of sales.
B/E sells and supports its products through its own global direct sales and
product support organization. For more information, visit B/E's website at
www.beaerospace.com.