[SHEARMAN & STERLING LLP LETTERHEAD]

                                                                 August 24, 2006


By Fax (202-772-9369), Federal Express and EDGAR
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Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3720
100 F Street, N.E.
Washington, D.C.  20549
Attention:   John Cash


BE Aerospace, Inc.
Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 2005 (File No. 0-18348)
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Dear Mr. Cash:

On behalf of our client, BE Aerospace, Inc. (the "Company"), we hereby
acknowledge receipt of the letter dated August 15, 2006 (the "Comment Letter")
from the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") relating to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 (File No. 0-18348) (the "Form 10-K").

On behalf of the Company, we submit this letter in response to the Comment
Letter dated August 15, 2006. For ease of reference, we have reproduced the text
of the comment from the Staff contained in the Comment Letter, followed by the
Company's response. For your convenience, we have also included the captions
used in the Comment Letter.

Note 12 - Segments Reporting, page F-19
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We note your response to our prior comments regarding your segments, including
the management reports that you provided to us. We appreciate the information
you have been providing us and we request your continued patience as we find out
more about your segment reporting. We have the following additional comments:

     o    We note from your response that financial information is provided to
          your CODM group on a site level and a segment level basis. If the
          reports used to present operating results to your CODM group
          consistently include discrete financial information, including
          revenues and operating earnings, at the site level, it would be
          unclear to us



Securities and Exchange Commission
Division of Corporation Finance
John Cash
August 24, 2006
Page 2


          how you determined that the site level did not represent your
          operating segments. In this regard, we note your statement that the
          CODM group "primarily" uses the segment level reports to allocate
          resources and assess performance; however, it is unclear to us that
          you would have put a process in place to consistently collect and
          disclose information to the CODM group at the site level if the CODM
          group did not find this information useful in managing your company.
          Therefore, we would generally assume that the lowest level of discrete
          financial information that was presented to your CODM group indicated
          your operating segments. Please advise.

     o    If, based upon your CODM reports, you determine that your
          manufacturing facilities are your operating segments, please note that
          we would not object to the aggregation of facilities that manufactured
          the same type of product into reportable segments. For example, if you
          have dedicated facilities that manufacture seating, we would not
          object to aggregating these into a Seating reportable segment because
          we assume that these facilities would have similar average long-term
          gross margins and would meet the other characteristics of paragraph 17
          of SEAS 131.

     o    Regardless of whether the operating segments within your current CAS
          reportable segment are your Seating, Interior Services, and
          Engineering businesses, as indicated in your response, or are your
          manufacturing facilities, as may be indicated by your CODM reports, we
          continue to struggle with your aggregation of Seating, Interior
          Services, and Engineering into a single reportable segment. In this
          regard, it appears that each of your Seating, Interior Services, and
          Engineering segments is above the 10% thresholds specified in
          paragraph 18 of SFAS 131. In order for these segments to qualify for
          aggregation under paragraph 17 of SFAS 131, you would need to
          demonstrate similar long-term average gross margins for these
          segments, and they would need to meet all of the criteria specified in
          paragraph 17(a) through 17(e). We continue to struggle with your
          assertion that these segments have similar long-term average gross
          margins. We also continue to struggle with your assertion that these
          segments meet the criteria specified in paragraph 17(a) through 17(e),
          including that these segments contain products and services of a
          similar nature. In this regard, we note from your response letter
          dated June 29, 2006 that seating products are replaced on airplanes
          every 5-10 years whereas interior systems are replaced only once or
          twice over the 25-40 year life of the aircraft; these statistics seem
          to indicate that the nature of these products is very different, and
          these segments appear to have a different nature from your Engineering
          services segment. Finally, we note from your response letter dated
          June 29, 2006 that you believe the operating margins of your Seating,
          Interior Services, and Engineering segments are interdependent and
          therefore should not be disaggregated. However, the fact that your
          CODM group consistently reviews discrete financial information for
          each of your Seating, Interior Services, and Engineering segments
          indicates that your CODM group finds this disaggregated information to
          be useful in managing your company and indicates that your CODM group
          takes this disaggregated information into account when allocating
          resources and assessing



Securities and Exchange Commission
Division of Corporation Finance
John Cash
August 24, 2006
Page 3


          performance. Given the above, we ask that you carefully reconsider
          your views regarding how you aggregate your operating segments and
          revise your reportable segments to comply with SFAS 131; or help us to
          understand why you do not believe that any revision is necessary.

As discussed between Tom McCaffrey, the Company's Chief Financial Officer, and
the Staff on August 21, 2006, the Company recently acquired Draeger Aerospace
GmbH, a company based in Germany which is engaged in the business of
manufacturing chemical and gaseous oxygen systems for commercial and military
aircraft. This transaction, while not a material acquisition for the Company,
did increase the size and scope of the Company's existing oxygen systems
business, which is currently reported as part of the Company's interior systems
group within its Commercial Aircraft Segment.

Following the completion of this acquisition, the Company reevaluated the
aggregation of its operating segments for financial reporting purposes. As a
result of this evaluation, and as discussed with the Staff, the Company has
determined that it is appropriate for the Company to report its Commercial
Aircraft segment as three separate reportable segments. As a result, the
Company's reporting segments would now be Seating, Interior Systems, Engineering
Services and Structures, Distribution and Business Jet. The Company intends to
implement this reporting structure in the quarter ending September 30, 2006.


Thank you for your assistance in reviewing this response to the Staff's Comment
Letter. Please direct all questions or comments regarding this letter to Tom
McCaffrey at 561-791-5000 or me at 212-848-8414.

Very truly yours,


/s/ Lona Nallengara

Lona Nallengara





cc:  Mindy Hooker - Securities and Exchange Commission
     Jennifer Thompson - Securities and Exchange Commission
     Thomas P. McCaffrey - BE Aerospace, Inc.
     Gregory J. Palme - Deloitte & Touche LLP
     Rohan S. Weerasinghe - Shearman & Sterling LLP