BE AEROSPACE, INC.

                            (a Delaware corporation)



                                16,000,000 Shares



                                  Common Stock

                                (par value $0.01)



                             UNDERWRITING AGREEMENT





                               September 30, 2004





Credit Suisse First Boston LLC

UBS Securities LLC

Jefferies Quarterdeck, a division of Jefferies & Company, Inc.

Stephens Inc.



c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY  10010



Ladies and Gentlemen:



     BE Aerospace, Inc., a Delaware corporation (the "Company"), proposes to

issue and sell to each of Credit Suisse First Boston LLC ("CSFB"), UBS

Securities LLC ("UBS"), Jefferies Quarterdeck, a division of Jefferies &

Company, Inc. and Stephens Inc. (each an "Underwriter" and together the

"Underwriters"), 16,000,000 shares of its common stock, par value $0.01 per

share (the "Common Stock") and, at the option of the Underwriters, an aggregate

of not more than 2,400,000 additional shares of Common Stock (the "Optional

Securities"). The aforesaid 16,000,000 shares of Common Stock (the "Initial

Securities") and the Optional Securities are herein collectively called the

"Securities". Capitalized terms used herein and not otherwise defined herein

have the respective meanings specified in the Prospectus.



     Section 1. Representations and Warranties. (a) The Company represents and

warrants to and agrees with the Underwriters as of the date hereof and as of the

Closing Time and as of each Date of Delivery, if any, as follows:



          (i) A registration statement on Form S-3 (No. 333-112493) related to

     the Securities, as amended by Amendment No. 1 thereto, has been filed with

     the Securities and Exchange Commission (the "Commission"), under the

     Securities Act of 1933, as amended (the "1933 Act"), which registration

     statement, as amended, has been declared effective by the Commission on

     February 13, 2004 and true and complete copies of which have heretofore

     been delivered to you. Such registration statement, in the form in which it

     was declared effective, as amended through the date hereof, including all

     documents incorporated or deemed to be incorporated by reference therein

     through the





{PAGE}





     date hereof, is hereinafter referred to as the "Registration Statement."

     Any registration statement filed pursuant to Rule 462(b) of the rules and

     regulations of the Commission under the 1933 Act (the "1933 Act

     Regulations") is herein referred to as the "Rule 462(b) Registration

     Statement," and after such filing the term "Registration Statement" shall

     include the Rule 462(b) Registration Statement. The Company has prepared

     and filed with the Commission a preliminary prospectus supplement relating

     to the Securities. Such preliminary prospectus, together with the

     prospectus included in the Registration Statement at the time it was

     declared effective and all documents incorporated or deemed incorporated

     therein by reference, is herein called the "preliminary prospectus."

     Promptly after execution and delivery of this underwriting agreement (the

     "Agreement"), the Company will prepare and file a final prospectus

     supplement relating to the Securities in accordance with the provisions of

     Rule 424(b) under the 1933 Act Regulations. Such final prospectus

     supplement in the form first furnished to the Underwriters to confirm sales

     of the Securities, together with the prospectus included in the

     Registration Statement at the time it was declared effective and all

     documents incorporated therein by reference, is herein called the

     "Prospectus." For purposes of this Agreement, all references to the

     Registration Statement, any preliminary prospectus, the Prospectus or any

     amendment or supplement to any of the foregoing shall be deemed to include

     the copy filed with the Commission pursuant to its Electronic Data

     Gathering, Analysis and Retrieval system ("EDGAR").



          (ii) At the respective times the Registration Statement, any Rule

     462(b) Registration Statement and any post-effective amendments thereto

     became effective, at the date hereof and at the Closing Time (and, if any

     Optional Securities are purchased, at the Date of Delivery), the

     Registration Statement, any Rule 462(b) Registration Statement and any

     amendments and supplements thereto complied and will comply in all material

     respects with the requirements of the 1933 Act and the 1933 Act Regulations

     and did not and will not contain an untrue statement of a material fact or

     omit to state a material fact required to be stated therein or necessary to

     make the statements therein not misleading. Each of the Registration

     Statement, any Rule 462(b) Registration Statement and any post-effective

     amendment thereto has become effective under the 1933 Act and no stop order

     suspending the effectiveness of the Registration Statement, any Rule 462(b)

     Registration Statement or any post-effective amendment thereto has been

     issued under the 1933 Act and no proceedings for that purpose have been

     instituted or are pending or, to the knowledge of the Company, are

     contemplated by the Commission, and any request on the part of the

     Commission for additional information has been complied with. Neither the

     Prospectus nor any amendments or supplements thereto, at the time the

     Prospectus or any such amendment or supplement was issued and at the

     Closing Time (and, if any Optional Securities are purchased, at the Date of

     Delivery), included or will include an untrue statement of a material fact

     or omitted or will omit to state a material fact necessary in order to make

     the statements therein, in the light of the circumstances under which they

     were made, not misleading; except that this representation and warranty

     does not apply to statements or omissions made in reliance upon and in

     conformity with information furnished in writing to the Company by the

     Underwriters through CSFB expressly for use in the preliminary prospectus,

     the Prospectus or any amendment or supplement thereto.



                                      -2-



{PAGE}





          (iii) The documents incorporated or deemed to be incorporated by

     reference in the Registration Statement and the Prospectus, at the time

     they were or hereafter are filed with the Commission, complied and will

     comply in all material respects with the requirements of the 1934 Act and

     the rules and regulations of the Commission thereunder (the "1934 Act

     Regulations"), and, when read together and with the other information in

     the Prospectus, at the respective times the Registration Statement and any

     amendments thereto became effective, at the date hereof, at the time the

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