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): March 30, 2007

BE AEROSPACE, INC.

(Exact name of registrant as specified in charter)

DELAWARE	0-18348	06-1209796
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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:

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

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

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

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

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On March 30, 2007, BE Aerospace, Inc. (the “Company”) provided a notice to The Bank of New York under the indenture dated as of April 17, 2001 (the “Indenture”) between the Company and The Bank of New York, as trustee, relating to the Company’s outstanding 8⁷/8% Senior Subordinated Notes due 2011 (the “Notes”) that the Company will, pursuant to the optional redemption provisions contained in Article 11 of the Indenture, redeem all of the outstanding Notes on May 1, 2007 at 102.9583% of par. The outstanding principal amount of the Notes is $250,000,000. The total redemption amount will include the outstanding principal amount of the Notes, plus interest at an annual rate of 8⁷/8% up to the date of redemption. A copy of the Notice of Full Redemption relating to the redemption of the Notes is attached hereto as Exhibit 99.1.

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plan.

On March 30, 2007, the Company sent a notice to its directors and executive officers informing them of a blackout period pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002.

The blackout period is imposed in connection with the transitioning the record keeping services for the BE Aerospace, Inc. Hourly Tax Sheltered Plan and the BE Aerospace, Inc, Savings Plan. The blackout period is expected to begin on April 26, 2007 and end on May 2, 2007. During the blackout period, affected directors and executive officers of the Company will be prohibited, directly or indirectly, from acquiring, disposing of or transferring any equity securities of the Company acquired by them in connection with their service and/or employment with the Company in such capacities.

A copy of the notice is attached hereto as Exhibit 99.2.

SIGNATURES

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

	BE AEROSPACE, INC.
Date: March 30, 2007	By:	/s/ Thomas P. McCaffrey
		Name:   Thomas P. McCaffrey Title:     Senior Vice President of Administration and Chief               Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Notice of Full Redemption dated March 30, 2007
99.2	Notice to directors and executive officers of BE Aerospace, Inc. dated March 30, 2007

EX-99.1

EXHIBIT 99.1

NOTICE OF FULL REDEMPTION

BY

BE AEROSPACE, INC.

OF $250,000,000

8⁷/8% SENIOR SUBORDINATED NOTES DUE 2011

CUSIP No. 055381AK3

Redemption Date: May 1, 2007

NOTICE IS HEREBY GIVEN that, pursuant to the terms of the Indenture dated as of April 17, 2001 (the “Indenture”), between BE Aerospace, Inc. (the “Company”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), under which the 8⁷/8% Senior Subordinated Notes due 2011 (the “Notes”) of the Company were issued, and pursuant to the provisions of the Notes, the Company hereby calls for redemption on May 1, 2007 (the “Redemption Date”) all of the outstanding Notes at a redemption price equal to 102.9583% of the principal amount of each such Note (the “Redemption Price”). In accordance with the provisions of Section 1106 of the Indenture, prior to the Redemption Date, the Company intends to deposit in trust with The Bank of New York Trust Company, N.A. as Paying Agent (the “Paying Agent”), moneys sufficient in amount to pay the aggregate Redemption Price (together with accrued interest, if any, to the Redemption Date) for all Notes surrendered for redemption.

On the Redemption Date, the Redemption Price (together with accrued interest, if any, to the Redemption Date) will become due and payable upon the Notes. Interest on the Notes will cease to accrue from and after the Redemption Date, and the only remaining right of the holders of the Notes after the Redemption Date shall be the right to receive payment of such Redemption Price (together with accrued interest, if any, to the Redemption Date) upon presentation and surrender of certificates representing the Notes to the Paying Agent.

No representation is made as to the correctness or accuracy of the CUSIP numbers listed above.

Payment of the Redemption Price (together with accrued interest, if any, to the Redemption Date) on the Notes will be made on or after the Redemption Date, upon presentation and surrender of the Note certificates to the Paying Agent at the addresses listed below.

By Overnight Courier and By Hand:
The Bank of New York Trust Company, N.A.
Corporate Trust Operations
111 Sanders Creek Parkway
East Syracuse, NY 13057

INQUIRIES MAY BE ADDRESSED TO THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY (Phone # (561) 791-5000).

DATE: March 30, 2007 BE AEROSPACE, INC.

EX-99.2

EXHIBIT 99.2
TO:	Directors and Executive Officers
DATE:	March 30, 2007
SUBJECT:	Notice of Imposition of Blackout Period Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”)

Over the next few weeks BE Aerospace, Inc. (the “Company”) will be transitioning the recordkeeping services in the BE Aerospace, Inc. Hourly Tax Sheltered Plan and the BE Aerospace, Inc. Savings Plan (the “Plans”). The current recordkeeper was acquired by a company that has decided to discontinue this line of business. As a result of these changes, participants in the Plans temporarily will be unable to direct or diversify investments in their accounts under the Plans, change their future contributions or investment elections, obtain a loan from the Plans, or obtain a distribution from their accounts under the Plans. This period, during which participants in the Plans will be unable to exercise these rights otherwise available to participants under the Plans, is called a “blackout period”. The blackout period for the Plans is expected to begin on Friday, April 27, 2007 after 4 p.m. eastern time and end on Wednesday, May 2, 2007. However, the blackout period could be extended if the new recordkeeper encounters difficulties in transferring Plan records. During this period, you can determine whether the blackout period has started or ended by contacting Diane Niland, the administrator of the Plans, by telephone at (860) 267-8639 or by mail at 1400 Corporate Center Way, Wellington, FL 33414.

Section 306(a) of Sarbanes-Oxley requires that, during the blackout period, all executive officers and directors of the Company be prohibited from trading in all Company equity securities (“Service Securities”) acquired by them in connection with their service and/or employment with the Company in such capacities. As a result, during the blackout period, you will not be able to, directly or indirectly, acquire, dispose of or transfer any Service Securities, subject to certain limited exceptions. To determine whether an exception applies to a transaction by you in Service Securities, you must contact Jeff Moriarity at 561-791-5000 (x1408) or by mail at 1400 Corporate Center Way, Wellington, FL 33414.

Please note that only your Service Securities will be affected by this blackout period. You will remain able to acquire, dispose of or transfer any Company equity securities that do not qualify as Service Securities to the extent that you are not prohibited from doing so under any Company policy (for example, the Company’s insider trading policy). Prior to effecting any acquisition, disposition or transfer of Company equity securities during the blackout period, you should confirm with the Jeff Moriarity that such transaction is permissible.

If you have any questions concerning this notice, you should contact Jeff Moriarity.

BE Aerospace, Inc.
By:	/s/ Jeff Moriarty
	Name:	Jeff Moriarity
	Title:	Vice President of Law and General Counsel