SC TO-I/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
          TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)

                           Kellstrom Industries, Inc.
         (Name of Subject Company (Issuer) and Filing Person (Offeror))

           5 3/4% Convertible Subordinated Notes due October 15, 2002
             5 1/2% Convertible Subordinated Notes due June 15, 2003
                        (Titles of Classes of Securities)

          (488035ACO or U4878AAO) 5 3/4% Convertible Subordinated Notes
                              due October 15, 2002
                         (48835AE6) 5 1/2% Convertible
                      Subordinated Notes due June 15, 2003
                    (CUSIP Numbers of Classes of Securities)

                                 Zivi R. Nedivi
                      President and Chief Executive Officer
                           1100 International Parkway
                             Sunrise, Florida 33323
                                 (954) 845-0427
                     (Name, Address and Telephone Number of
                      Person Authorized to Receive Notices
                       and Communications on Behalf of the
                           Person(s) Filing Statement)

                                    COPY TO:

                              Bruce I. March, Esq.
                              Robert C. Boehm, Esq.
                       Akerman, Senterfitt & Eidson, P.A.
                    SunTrust International Center, 28th Floor
                           One Southeast Third Avenue
                            Miami, Florida 33131-1714
                                 (305) 374-5600

                            CALCULATION OF FILING FEE




================================================================================
       TRANSACTION VALUATION                           AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
                                                          
          $140,250,000(1)                                    $35,063
================================================================================




(1)      The filing fee has been calculated pursuant to Rule 0-11(b)(2)
         under the Securities Exchange Act of 1934, based upon the book value of
         the aggregate principal amount of the notes that may be received by
         Kellstrom Industries, Inc. in the exchange offer.
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[X]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number on the Form or Schedule and the date of its filing.

                                                                    
         Amount Previously Paid: $35,063                               Filing Party: Kellstrom Industries, Inc.
         Form or Registration No.:  S-4 (File No. 333-56750)           Date Filed: March 8, 2001



         Check the appropriate boxes below to designate any transactions to
which the statement relates:

         [ ]      third-party tender offer subject to Rule 14d-1.

         [X]      issuer tender offer subject to Rule 13e-4.

         [ ]      going-private transaction subject to Rule 13e-3.

         [ ]      amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]

         This Amendment No. 1 to the Tender Offer Statement on Schedule TO is
being filed by Kellstrom Industries, Inc., a Delaware corporation ("Kellstrom
Industries"), pursuant to Section 13(e) of the Securities Exchange Act of 1934
in connection with its offer to exchange all of its outstanding 5 3/4%
Convertible Subordinated Notes due October 15, 2002 and 5 1/2% Convertible
Subordinated Notes due June 15, 2003 (collectively, the "Old Notes") for its new
6% Convertible Subordinated Notes due December 31, 2008 and/or new 8 1/2% Senior
Subordinated Notes due March 31, 2008, upon the terms and subject to the
conditions set forth in Kellstrom Industries, Inc.'s Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on March 8, 2001 (the
"Registration Statement").

         Kellstrom Industries hereby amends and supplements the Schedule TO as
follows:
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ITEM 12.  EXHIBITS.

          (a)(8)   Press Release Issued April 5, 2001.

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SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.

                                      Kellstrom Industries, Inc.


April 5, 2001                         By: /s/  Zivi R. Nedivi
                                      ------------------------------------------
                                      Zivi R. Nedivi
                                      President and Chief Executive Officer


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EX-99.(A)(8)

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                                                                  Exhibit (a)(8)

            KELLSTROM INDUSTRIES INC. ANNOUNCES EXTENSION OF EXCHANGE
           OFFER FOR 5-3/4% AND 5-1/2% CONVERTIBLE SUBORDINATED NOTES

SUNRISE, FL, April 5, 2001 - Kellstrom Industries, Inc. (NASDAQ: KELL) (the
"Company" or "Kellstrom") today announced the extension of its pending exchange
offer for all $54 million of its outstanding series of 5-3/4% convertible
subordinated notes due October 15, 2002 (CUSIP Nos. 488035AC0 and U48787AA0) and
all $86.25 million of its outstanding series of 5-1/2% convertible subordinated
notes due June 15, 2003 (CUSIP No. 488035AE6) (the "old notes").

The expiration date for the exchange offer has been extended from 5:00 p.m., New
York City time, on April 5, 2001, to 5:00 p.m., New York City time, on April 15,
2001, in order to, among other things, allow holders of the old notes the
opportunity to review the Company's Form 10-K for the year ended December 30,
2000, to be filed with the SEC. The Company intends to file its Form 10-K within
the next 10 days and said all other terms of the exchange offer remain
unchanged. The complete terms of the exchange offer are contained in the
preliminary Prospectus and Exchange Offer documents dated March 8, 2001.

As of 5:00 p.m., New York City time, on April 5, 2001, the Company received
tenders from holders of $8.5 million in aggregate principal amount of the 5-1/2%
convertible subordinated notes, representing approximately 9.8% of the
outstanding 5-1/2% convertible subordinated notes and $7.9 in aggregate
principal amount of the 5-3/4% convertible subordinated notes, representing
approximately 14.7% of the outstanding 5-3/4% convertible subordinated notes.

Banc of America Securities LLC is the exclusive dealer manager for the exchange
offer. D.F. King & Co., Inc. is the information agent and First Union National
Bank is the depositary. Copies of the preliminary Prospectus and Exchange Offer
documents can be obtained by calling D.F. King at (800) 928-0153. Additional
information concerning the terms and conditions of the offer may be obtained by
contacting Banc of America Securities LLC at (888) 292-0070.

Kellstrom is a leading aviation inventory management company. Its principal
business is the purchasing, overhauling (through subcontractors), reselling and
leasing of aircraft parts, aircraft engines and engine parts. Headquartered in
Sunrise, FL, Kellstrom specializes in providing: engines and engine parts for
large turbo fan engines manufactured by CFM International, General Electric,
Pratt & Whitney and Rolls Royce; aircraft parts and turbojet engines and engine
parts for large transport aircraft and helicopters; and aircraft components
including flight data recorders, electrical and mechanical equipment and radar
and navigation equipment.

Kellstrom has filed a Registration Statement with the SEC on Form S-4
registering the new notes, the related guarantees and the underlying shares to
be offered in the exchange



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offer as well as a Schedule TO. The Registration Statement and the preliminary
Prospectus and Exchange Offer contained in the Registration Statement contain
important information about Kellstrom, the exchange offer and related matters.
Note holders are urged to read the Registration Statement and the preliminary
Prospectus and Exchange Offer, Kellstrom's Schedule TO and any other relevant
documents Kellstrom filed with the SEC.

The Registration Statement has not yet become effective. The new notes may not
be sold and, although holders of the old notes may tender their old notes,
tenders may not be accepted prior to the time the Registration Statement becomes
effective. This press release shall not constitute an offer to sell or an offer
to buy nor shall there be any sale of the new notes in any state in which such
offer, solicitation or sale would be unlawful.

Security holders are able to obtain copies of the Registration Statement on Form
S-4 and the preliminary Prospectus and Exchange Offer document, Kellstrom's
Schedule TO and any other relevant documents for free through the Web site
maintained by the SEC at http://www.sec.gov. In addition, these documents are
available free of charge by contacting the Information Agent for the offer, D.F.
King & Co., at (800) 928-0153. If you have any questions about the exchange
offer, please call the Dealer Manager for the offer, Banc of America Securities
LLC, at (888) 292-0070.

                                      # # #

Contact:
  Banc of America Securities
  Sam McNeil/Andrew Karp, 704/386-1758