AMENDMENT TO THE
                              BE AEROSPACE, INC.
                  AMENDED AND RESTATED 1989 STOCK OPTION PLAN

     WHEREAS, BE Aerospace,  Inc., a Delaware corporation (the "Company"), has
established  the Amended and  Restated  1989 Stock  Option Plan (the  "Plan"),
which  provides  that, the Board of Directors of the Company (the "Board") may
extend the term of the Plan at any time upon approval of the stockholders;

     WHEREAS,  the Board has  resolved  to revise  the Plan in the  manner set
forth below; and

     WHEREAS,  at the Company's annual meeting of stockholders  held on August
4, 1999, the Company's stockholders have approved the amendment to the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.  Paragraph 2 of Section 3 of the Plan is amended  and  restated in its
         entirety as follows:

         "No option shall be granted under the Plan after July 18, 2004;
         however, options previously granted may extend beyond that date."

     2. Except as set forth herein,  the Plan is hereby ratified and confirmed
        in all respects.


     IN WITNESS  WHEREOF,  this Amendment has been executed as of this 4th day
of August, 1999.

                              BE AEROSPACE, INC.



                       By: ____________________________
                                     Name:
                                    Title: