S-8

As filed with the Securities and Exchange Commission on November 1, 2012

 Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

________________

B/E AEROSPACE, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		06-1209796 (I.R.S. Employer Identification Number)
	1400 Corporate Center Way Wellington, FL 33414-2105

(Address of Registrant’s principal executive offices)

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

_______________

Thomas P. McCaffrey

Senior Vice President and Chief Financial Officer

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414-2105

(561) 791-5000

(Name, address and telephone number of agent for service)

_______________

Copies to:

Jason Lehner, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

(212) 848-7179

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	5,000,000	$44.94	$224,700,000	$30,649.08

(1) In addition, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”) solely for the purpose of determining the registration fee.  Estimated based on the average of the high and low prices of the Common Stock, par value $0.01 per share, reported on the Nasdaq Global Select Market on October 25, 2012.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E

TO FORM S-8

The contents of the Registration Statements on Form S-8 (File Nos. 333-136974 and 333-161028) that B/E Aerospace, Inc. filed with the Securities and Exchange Commission on August 29, 2006 and August 4, 2009, respectively, are hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wellington, State of Florida on November 1, 2012.

B/E AEROSPACE, INC.
By:	/s/ Amin J. Khoury
Name:	Amin J. Khoury
Title:	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Amin J. Khoury and Thomas P. McCaffrey as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and does hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 1st day of November, 2012.

Signature	Title
/s/ Amin J. Khoury	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Amin J. Khoury
/s/ Thomas P. McCaffrey	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Thomas P. McCaffrey
/s/ Robert J. Khoury	Director
Robert J. Khoury
/s/ Richard G. Hamermesh	Director
Richard G. Hamermesh
/s/ Jonathan M. Schofield	Director
Jonathan M. Schofield
/s/ Michael F. Senft	Director
Michael F. Senft
/s/ John T. Whates	Director
John T. Whates

Exhibit Index

The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Description of Document
4.1	Amended and Restated Certificate of Incorporation (incorporated herein by reference to the Registrant’s Registration Statement on Form S-1/A, as amended (No. 33-33689), filed with the Commission on April 18, 1990).
4.2	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated herein by reference to the Registrant’s Registration Statement on Form S-1, as amended (No. 33-54146), filed with the Commission on November 3, 1992).
4.3	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated herein by reference to the Registrant’s Registration Statement on Form S-3/A (No. 333-60209), filed with the Commission on December 21, 1998).
4.4	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated herein by reference to the Registrant’s Registration Statement on Form S-3/A (No. 333-112493), as amended, filed with the Commission on February 13, 2004).
4.5	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ending June 30, 2006, filed with the Commission on August 7, 2006).
4.6	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ending June 30, 2012, filed with the Commission on August 8, 2012).
4.7	Amended and Restated By-Laws (incorporated herein by reference to the Registrant’s Transition Report on Form 10-K dated December 31, 2002, filed with the Commission on March 26, 2003).
4.8	B/E Aerospace, Inc. 2005 Long-Term Incentive Plan (incorporated herein by reference to the Registrant’s Current Report on Form 8-K (No. 000-18348), filed with the Commission on July 27, 2012).
5	Opinion of Shearman & Sterling LLP regarding the legality of the securities being offered hereby.*
23.1	Consent of Deloitte & Touche LLP.*
23.2	Consent of Shearman & Sterling LLP (contained in Exhibit 5)*
24	Power of Attorney (included as part of the signature pages to this Registration Statement).*

*           Filed herewith

EX-5

Exhibit 5

November 1, 2012

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, Florida 33414

Ladies and Gentlemen:

We have acted as counsel for B/E Aerospace, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to 5,000,000 shares (the “Shares”) of common stock, par value $.01 per share, of the Company, to be issued from time to time pursuant to the Company’s 2005 Long-Term Incentive Plan (the “Plan”).

In so acting, we have examined the Registration Statement and the certificate of incorporation and by-laws of the Company, in each case amended to date, and we have also examined and relied as to factual matters upon the representations and warranties contained in originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies.

Our opinion expressed below is based on the text of the Plan as referenced in the Exhibit Index to the Registration Statement.

The opinion expressed below is limited to the General Corporation Law of Delaware, and we do not express any opinion herein concerning any other law.

Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares which may be delivered under the Plan have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby concede that we come within the category of persons whose consent is required under the Securities Act or the General Rules and Regulations of the Commission promulgated thereunder.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.

Very truly yours,

/s/ Shearman & Sterling LLP

Shearman & Sterling LLP

DL/JL

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2012, relating to the consolidated financial statements and financial statement schedule of B/E Aerospace, Inc., and the effectiveness of B/E Aerospace, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of B/E Aerospace, Inc. for the year ended December 31, 2011.

/s/ DELOITTE & TOUCHE LLP

Boca Raton, Florida

November 1, 2012