Schedule 14A Page 1 of 43
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

AVIATION DISTRIBUTORS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------
(4) Date Filed:

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AVIATION DISTRIBUTORS, INC.

One Capital Drive
Lake Forest, California 92630

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 26, 2001

(APPROXIMATE MAILING DATE: MAY 18, 2001)

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of AVIATION DISTRIBUTORS, INC., a Delaware corporation (the
"Company"), will be held at the principal executive offices of the Company at
One Capital Drive, Lake Forest, California 92630, on Tuesday, June 26, 2001 at
10:00 A.M. local time, for the following purposes:

1. To elect five members of the Board of Directors to serve until the
next Annual Meeting of Stockholders;

2. To consider and act upon the ratification of the appointment of
Grant Thornton, LLP as the independent public accountants of the Company for the
fiscal year ending December 31, 2001; and

3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on May 11, 2001
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting. Only holders of the Company's Common Stock at the
close of business on the record date are entitled to vote at the Meeting.

You are cordially invited to attend the Meeting in person. However,
whether you plan to attend or not, we urge you to complete, date, sign, and
return the enclosed proxy promptly in the envelope provided, to which no postage
need be affixed if mailed in the United States, in order that as many shares as
possible may be represented at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

________________________________
Bruce H. Haglund, Secretary

Lake Forest, California
May 18, 2001

AVIATION DISTRIBUTORS, INC.

--------------------------

One Capital Drive
Lake Forest, California 92630

--------------------------

DEFINITIVE PROXY STATEMENT

--------------------------

May 18, 2001

--------------------------

SOLICITATION OF PROXIES

DATE, TIME, AND PLACE

This Proxy Statement and the accompanying proxy/voting instruction card
("Proxy Card") are being mailed beginning on or about the date shown above, to
holders of common shares (the "Stockholders") in connection with the
solicitation of proxies by the Board of Directors (the "Board of Directors" or
"Board") of AVIATION DISTRIBUTORS, INC., a Delaware corporation (the "Company"),
to be used at the Annual Meeting of Stockholders (the "Meeting"), to be held at
the principal executive offices of the Company at One Capital Drive, Lake
Forest, California 92630, on Tuesday, June 26, 2001 at 10:00 A.M. local time, or
any adjournment thereof.

QUORUM AND VOTING

Proxies are solicited to give all Stockholders of record at the close
of business on May 11, 2001 (the "Record Date"), an opportunity to vote on
matters that come before the Meeting. Shares of Common Stock (the "Shares") can
be voted only if the Stockholder is present in person or is represented by
proxy. The presence, in person or by proxy, of the holders of a majority of the
total outstanding voting Shares is necessary to constitute a quorum at the
Meeting.

When your Proxy Card is returned properly signed, the Shares
represented will be voted in accordance with your directions. You can specify
your choices by marking the appropriate boxes on the enclosed Proxy Card. If
your Proxy Card is signed and returned without specifying choices, the Shares
will be voted as recommended by the Board of Directors. Abstentions marked on
the Proxy Card and broker non-votes are voted neither "for" nor "against" items
being voted upon, but are counted in the determination of a quorum.

As of the record date, there were 3,389,487 Shares outstanding. Each
outstanding Share is entitled to one vote on each matter properly brought before
the Meeting other than the election of Directors, which is by cumulative voting.

Page 1

SOLICITATION AND COST

The Company will bear all costs and expenses related to this
solicitation of proxies by the Board of Directors, including the costs of
preparing, printing, and mailing to the Stockholders this Proxy Statement and
accompanying materials. In addition to the solicitation of proxies by use of the
mails, the Directors, officers, and employees of the Company, without receiving
additional compensation, may solicit proxies personally, by telephone, or by any
other means of communication.

REVOCABILITY OF PROXY

If you wish to give your proxy to someone other than the persons
designated by the Board of Directors, all names appearing on the enclosed Proxy
Card must be crossed out and the name of another person or persons inserted. The
signed card must be presented at the Meeting by the person or persons
representing you. You may revoke your proxy at any time before it is voted at
the Meeting by executing a later-dated proxy, by voting by ballot at the
Meeting, or by filing a written revocation of your proxy with the Company before
the Meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN
THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. If
you do attend, you may vote by ballot at the Meeting, thereby canceling any
proxy previously given.

As a matter of policy, proxies, ballots, and voting tabulations that
identify individual Stockholders are kept private by the Company. Such documents
are available for examination only by the inspectors of election and certain
personnel associated with processing Proxy Cards and tabulating the vote. The
vote of any Stockholder is not disclosed except as may be necessary to meet
legal requirements.

DOCUMENTS INCORPORATED BY REFERENCE

The Company specifically incorporates the Financial Statements for the
year ended December 31, 2000, filed as part of the 2000 Annual Report on Form
10-KSB in response to Item 13 of the 10-KSB. The Annual Report and attached
Financial Statements should have been enclosed in the mailing containing this
Proxy Statement. If you did not receive a copy of the Annual Report and attached
Financial Statement, please contact the Company and request that the information
be sent to you. A copy of the 2000 Annual Report may be obtained from the
Company without cost to the requesting Stockholder by contacting the Company.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

VOTING SECURITIES

As of the Record Date for the Annual Meeting of Stockholders, the
number of issued and outstanding shares of Common Stock totaled 3,389,487.

PRINCIPAL STOCKHOLDERS

The following table sets forth information concerning the beneficial
ownership of the Company's Shares as of April 30, 2001 for (i) each current
Director and each nominee for Director (ii) each named executive officer of the
Company as defined in 402(a)(2) of Regulation S-B of the Securities Act of 1933,
(iii) all persons known by the Company to beneficially own more than 5% of the
Company's voting Shares, and (iv) all executive officers and Directors of the
Company as a group.

NAME AND ADDRESS OF BENEFICIAL OWNERS (1) NUMBER OF SHARES (2) PERCENT OF TOTAL (3)
- ----------------------------------------- -------------------- --------------------

Osamah S. Bakhit 1,799,498 (4) 50.0%
William D. King 656,624 (5) 16.5%
Kurt Btenhoff 241,244 7.2%
Bruce H. Haglund 185,000 (6) 5.3%

Page 2

Saleem S. Naber 65,000 (7) 1.9%
Jeffrey G. Ward 30,000 (8) *
John B. Jacobs 66,666 (9) 1.9%
William T. Walker 40,000 (10) 1.2%
Gary L. Joslin 86,666 (11) 2.5%
All officers and directors as a group 1,129,956 (12) 26.1%
(7 persons)

*LESS THAN 1%
- --------------
(1) Unless otherwise noted, the Company believes that all Shares are
beneficially owned and that all persons named in the table or family
members have sole voting and investment power with respect to all Shares
owned by them. Unless otherwise indicated, the address of each
Stockholder is One Capital Drive, Lake Forest, California 92630.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options.
(3) Assumes 3,389,487 Shares outstanding plus the number of Shares issuable
to each person named upon the exercise of presently exercisable stock
options held by such person. Each beneficial owner's percentage ownership
is determined by assuming that options that are held by such person (but
not those held by any other person) and which are exercisable within 60
days from the date hereof have been exercised.
(4) Includes 160,000 stock options presently exercisable at $1.00 per share
and 51,050 stock options presently exercisable at $5.00 per share.
(5) Includes 15,000 stock options presently exercisable at $1.00 per share
and 12,500 stock options presently exercisable at $5.00 per share.
(6) Includes 350,000 stock options presently exercisable at $0.25 per share.
(7) Includes 15,000 stock options presently exercisable at $1.00 per share
and 8,333 stock options presently exercisable at $5.00 per share.
(8) Includes 15,000 stock options presently exercisable at $1.00 per share
and 15,000 stock options presently exercisable at $5.00 per share.
(9) Represents 33,000 stock options presently exercisable at $1.00 per share.
(10) Includes 10,000 stock options presently exercisable at $1.00 per share
and 5,000 stock options presently exercisable at $5.00 per share.
(11) Includes 28,333 stock options presently exercisable at $1.00 per share
and 16,665 stock options presently exercisable at $5.00 per share.
(12) Includes 945,247 options presently exercisable at prices ranging from
$1.00 to $5.00 per share.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 1995 and December 1996, the Company loaned Osamah S.
Bakhit, the founder, majority shareholder, and former Chairman of the Board and
Chief Executive Officer of the Company, $328,718 and $80,000, respectively. The
loans bear interest at the rate of 6% per annum. Interest on the loans has been
satisfied through December 31, 2000 through a reduction in liability due Mr.
Bakhit pursuant to his consulting agreement with the Company. The Board of
Directors of the Company extended the due date of the balance of principal and
interest until December 31, 2001 in consideration of Mr. Bakhit's personal
guaranty of the Company's current credit facility and his pledge of 1,000,000 of
his shares of Common Stock to secure the indebtedness of the Company through
December 15, 2002. Mr. Bakhit received $____,000 in consulting fees for the year
ended December 31, 2000. The Company anticipates that Mr. Bakhit's compensation
for the year ending December 31, 2001 will be approximately $300,000.

Gibson, Haglund & Paulsen, the law firm in which Bruce H. Haglund, a
member of the Board of Directors, is a principal, billed the Company $20,862 for
legal services in 2000. The Company made a $10,000 payment for services rendered
in previous years and owed the law firm $45,239 at December 31, 2000. Mr.
Haglund was also granted stock options in 1996 to purchase 10,000 shares of
Common Stock of the Company at $5.00 per share, all of which are currently
exercisable, stock options in 1997 to purchase 10,000 shares of Common Stock of
the Company at $5.00 per share, all of which are currently exercisable, and
stock options in 1999 to purchase 30,000 shares of Common Stock of the Company
at $1.00 per share, all of which are currently exercisable. In August 2000, Mr.
Haglund was granted an additional option to purchase 30,000 shares of Common
Stock at an exercise price of $1.00 per share, all of which options are
currently exercisable.

Page 3

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires the Company's
officers, Directors, and persons who own more than 10% of a registered class of
the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
Directors, and greater than 10% beneficial owners are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file. The
Company believes that all filing requirements applicable to its Officers,
Directors, and greater than 10% beneficial owners were complied with in 2000.

BOARD OF DIRECTORS

The Board of Directors has the responsibility for establishing broad
corporate policies and for overseeing the overall performance of the Company.
However, in accordance with corporate governance principles, the Board is not
involved in day-to-day operating details. Members of the Board of Directors are
kept informed of the Company's business through discussions with the officers of
the Company, by reviewing analyses and reports sent to them, and by
participating in Board and committee meetings.

The Board held four formal meetings during 2000. All Directors attended
more than 75% of the Meetings held. In addition to its formal meetings, the
Board met numerous times informally.

COMMITTEES

The Company's Audit Committee is responsible for recommending to the
Board of Directors the engagement of the independent auditors of the Company and
reviewing with the independent auditors the scope and results of the audits, the
internal accounting controls of the Company, audit practices, and the
professional services furnished by independent auditors. The Board of Directors
has not adopted a written charter for the Audit Committee. The Audit Committee
held four formal Audit Committee meetings in 2000. All members of the Audit
Committee attended more than 75% of the Audit Committee meetings. In addition to
its formal meetings, the Audit Committee met numerous times informally. The
current members of the Audit Committee are Bruce H. Haglund, Chairman, Saleem S.
Naber, and William T. Walker, Jr. A copy of the Audit Committee's Charter is
attached to this Proxy Statement as Exhibit "A."

In September 1997, the Company formed an Executive Committee. The
current members of the Executive Committee are William D. King, the Chief
Executive Officer, Bruce H. Haglund, Chairman of the Audit Committee, Jeffrey G.
Ward, the Executive Vice President, and Gary L. Joslin, the Vice
President-Finance and Chief Financial Officer. Mr. King is the current chairman
of the Executive Committee. The Committee meets periodically to oversee the
Company's operations.

COMPENSATION OF DIRECTORS

The Company's policy is to pay $2,500 quarterly to Directors who are
not employees or consultants of the Company for their services as directors. The
Company reimburses reasonable out-of-pocket expenses of directors for attendance
at meetings. Members of the Board of Directors are also eligible to receive
stock option grants. In 2000, Messrs. Haglund, Naber, and Walker each received
options to purchase Shares at $1.00 per share, all of which options are
currently vested. Mr. Haglund received 30,000 options and Messrs. Naber and
Walker received 20,000 options.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for
(i) any breach of their duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) unlawful payments of dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit. Such limitation of liability does
not apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

Page 4

The Company's Certificate of Incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law, its directors shall
not be personally liable to the Company or its stockholders for monetary damages
for any breach of fiduciary duty as directors of the Company. Under Delaware
law, the directors have a fiduciary duty to the Company which is not eliminated
by this provision of the Certificate of Incorporation and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available. In addition, each Director will
continue to be subject to liability under Delaware law for breach of the
director's duty of loyalty to the Company for acts or omissions which are found
by a court of competent jurisdiction to be not in good faith or involving
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are prohibited by Delaware
law. This provision also does not affect the director's responsibilities under
any other laws, such as the Federal securities laws or state or Federal
environmental laws. In addition, the Company has obtained liability insurance
for its officers and directors.

The Certificate of Incorporation also provides that the Company shall
indemnify, to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law, all of its present and former officers and directors,
and any party agreeing to serve as an officer, director or trustee of any entity
at the Company's request, in connection with any civil or criminal proceeding
threatened or instituted against such party by reason of actions or omissions
while serving in such capacity. Indemnification by the Company includes payment
of expenses in defense of the indemnified party in advance of any proceeding or
final disposition thereof. The rights to indemnification provided in this
provision do not preclude the exercise of any other indemnification rights by
any party pursuant to any law, agreement or vote of the stockholders or
disinterested directors of the Company.

Section 145 of the Delaware General Corporation Law generally allows
the Company to indemnify the parties described in the preceding paragraph for
all expenses, judgments, fines, and amounts in settlement actually paid and
reasonably incurred in connection with any proceedings so long as such party
acted in good faith and in a manner reasonably believed to be in or not opposed
to the Company's best interests and, with respect to any criminal proceedings,
if such party had no reasonable cause to believe his or her conduct to be
unlawful. Indemnification may only be made by the Company if the applicable
standard of conduct set forth in Section 145 has been met by the indemnified
party upon a determination made (1) by the Board of Directors by a majority vote
of directors who are not parties to such proceedings, or (2) if there are no
such directors or at the order of such directors, by independent legal counsel
in a written opinion, or (3) by the stockholders.

ELECTION OF DIRECTORS
(ITEM #1 ON THE PROXY CARD)

The Certificate of Incorporation, as amended (the "Certificate"), of
the Company provides that the number of Directors shall consist of not less than
three and not more than 12 members. The Certificate also provides for a
"classified" Board of Directors, dividing the Directors into three classes,
designated Class I, Class II, and Class III, with each class consisting of
one-third of the total number of Directors, as nearly as possible. The term of
the initial Class I Directors was to terminate at the 1997 annual meeting of
stockholders, the term of the initial Class II Directors was to terminate at the
1998 meeting, and the term of the initial Class III Directors was to terminate
at the 1999 meeting. The Certificate provides that successors to the class of
directors whose term was to expire at each annual meeting of stockholders are to
be elected for a three-year term. However, each of the Director nominees is
being nominated for a one-year term or until the next annual meeting of
stockholders, whichever occurs later.

Although the Company is a Delaware corporation, under Section 2115 of
the California Corporations Code, certain provisions of the California
Corporations Code apply to the Company because of the residence of the Company's
stockholders and the extent of its business operations and assets in California.
The provisions include those pertaining to the requirement of cumulative voting
and those allowing classified boards of directors for "listed" corporations.
Because the Company does not qualify under California law for a classified
Board, the Directors to be elected at the Meeting will be elected until the next
annual meeting of the stockholders.

Five members of the Board of Directors are to be elected at the
Meeting. The five nominees selected by the Board of Directors are listed on the
following pages. Stockholders have cumulative voting rights when voting for
Directors; accordingly, any Stockholder may multiply the number of Shares he or
she is entitled to vote by the number of Directors to be elected and allocate
votes among the candidates in any manner. There are no conditions precedent to
the exercise of the right to cumulate votes in the election of Directors of the
Company; Stockholders may exercise such cumulative voting rights, either in
person or by

Page 5

proxy, with or without advance notice to the Company. The five Director nominees
receiving the highest number of votes will be elected. Any Shares not voted,
whether by abstention, broker non-vote, or otherwise, have no impact on the
vote.

The Board of Directors intends to vote proxies equally for the five
nominees unless otherwise instructed on the Proxy Card. If you do not wish your
Shares to be voted for particular nominees, please identify the exceptions in
the designated space provided on the Proxy Card. If at the time of the Meeting
one or more of the nominees have become unavailable to serve, Shares represented
by proxies will be voted for the remaining nominees and for any substitute
nominee or nominees designated by the Board of Directors.

Directors elected at the Meeting will hold office until the next Annual
Meeting or until their successors have been elected and qualified. For each
nominee there follows a brief listing of principal occupation for at least the
past five years, other major affiliations, and age as of May 18, 2001.

NOMINEES FOR ELECTION AS DIRECTORS

The names, ages, and positions of the nominees for election as
Directors are as follows:

EXECUTIVE AGE TITLE FIRST ELECTED
--------- --- ----- -------------

William D. King 59 Chief Executive Officer, Chairman and Director 2000
Gary L. Joslin 63 Chief Financial Officer and Director 1998
Bruce H. Haglund 50 Secretary, Director, Chairman of the Audit Committee 1996
William T. Walker, Jr. 69 Director and Member of the Audit Committee 1997
Saleem S. Naber 71 Director 1998

WILLIAM D. KING, CHIEF EXECUTIVE OFFICER, CHAIRMAN AND DIRECTOR. Mr. King became
Chief Executive Officer, Chairman and a Director of the Company in January 2000.
Prior to his involvement with the Company, Mr. King held various executive
positions from 1969 to 1994 when he retired as President of Electrical and
Mechanical groups of JWP, Inc. Mr. King holds an MBA from Harvard University's
Graduate School of Business Administration and a Bachelor of Science degree from
the University of North Carolina. Mr. King is also a member of the Executive
Committee of the Company. Mr. King is also a member of the Board of Directors of
First Bank of Beverly Hills, a subsidiary of Wilshire Financial Services Group.

GARY L. JOSLIN, CHIEF FINANCIAL OFFICER AND DIRECTOR. Mr. Joslin, who became
Chief Financial Officer and Director in April 1998, served as a management and
financial consultant prior to joining ADI. Previously, he served as a senior
financial executive in the wholesale and retail segments of the building
materials and equipment industry for companies ranging in size from $70 million
to $450 million, including Prime Source, Inc. He also served in numerous
financial positions with Wickes Companies, a multi-billion-dollar conglomerate
involved in retailing, wholesaling, and manufacturing. Mr. Joslin holds a
Bachelor of Science degree in Accounting from California State University - Long
Beach and is a certified public accountant. Mr. Joslin is also a member of the
Executive Committee of the Company.

BRUCE H. HAGLUND, SECRETARY AND DIRECTOR. Mr. Haglund has served as General
Counsel of the Company since 1992 and has served as Secretary and a director of
the Company from June 1996 to present. He has served as a Director of the
Company since 1989. Mr. Haglund is a principal in the law firm of Gibson,
Haglund & Paulsen in Orange County, California where he has been engaged in the
private practice of law since 1980. He is also a member of the Boards of
Directors of Metalclad Corporation and HydroMaid International, Inc., and is the
Secretary of Liquitek Enterprises, Inc. Mr. Haglund has a J.D. from the
University of Utah College of Law. Mr. Haglund is also the Chairman of the Audit
Committee of the Board and a member of the Executive Committee of the Company.

WILLIAM T. WALKER, JR., DIRECTOR. Mr. Walker became a director of the Company in
March 1997. Mr. Walker founded Walker Associates, a corporate finance consulting
firm for investment banking, in 1985 and has participated in or been
instrumental in completing over $250 million in public and private offerings
since its inception. Prior to forming Walker Associates, Mr. Walker served as
executive Vice President, Manager of Investment Banking, Member of the Board and
Executive Committee and Chairman of the Underwriting Committee for Bateman
Eichler Hill Richards, a New York Stock Exchange Member firm. Mr. Walker is also
a member of the Board of Directors of Fortune Petroleum Corporation and
Go-Video, Inc., both public companies traded on the American Stock Exchange. Mr.
Walker attended Stanford University. Mr. Walker is also a member of the Audit
Committee of the Board.

Page 6

SALEEM S. NABER, DIRECTOR. Mr. Naber, who became Chief Executive Officer,
President and a Director of the Company in April 1998. Mr. Naber resigned as an
officer of the Company in January 2000 and is now exclusively a Director of the
Company. Mr. Naber has over 40 years of experience in the aerospace industry,
primarily with Lucas Aerospace and Western Gear Corporation, acquired by Lucas
in 1988. His responsibilities with Lucas ranged from Design Engineer of
Precision Products to President of Lucas Western, Inc., the $400 million U.S.
division of Lucas. Mr. Naber's most recent post before joining the Company was
Managing Director of Lucas Aerospace, Aircraft Systems Division, the position he
held when he resigned in 1996. Mr. Naber received a Bachelor of Science degree
in Electrical Engineering from the University of California - Berkeley and
pursued post-graduate courses at the University of Southern California and the
University of California, Los Angeles. Mr. Naber is also a member of the Audit
Committee.

Management intends to vote for the directors as nominated.

EXECUTIVE OFFICERS

The names, ages, and positions of the Company's executive officers and
key consultants as of the date of this Proxy Statement are as follows (resumes
also follow for those officers and key consultants who are not also nominees for
Directors):

NAME AGE POSITION WITH THE COMPANY FIRST ELECTED
---- --- ------------------------- -------------

William D. King 58 Chairman, Chief Executive Officer 1999
Jeffrey G. Ward 40 Executive Vice President 1993
John B. Jacobs 35 Senior Vice President 1999
Gary L. Joslin 62 Chief Financial Officer 1998
Osamah S. Bakhit 50 Founder, Marketing and Sales Advisor 1988

JEFFREY G. WARD, EXECUTIVE VICE PRESIDENT. Mr. Ward has over 16 years of
aircraft experience and currently oversees and lends leadership to the extensive
sales team at ADI. Prior to joining the Company in 1993, Mr. Ward was a sales
representative for System Industries. He was a sales consultant to the aerospace
industry with key accounts including the U.S. military and major aerospace
manufacturers. Prior to System Industries, Mr. Ward was a sales representative
for Eastman Kodak Company. Mr. Ward also served in the United States Marine
Corps for seven years as a naval aviator. Mr. Ward has a B.A. in Economics and
German from the University of Virginia.

JOHN B. JACOBS, SENIOR VICE PRESIDENT. Mr. Jacobs has over 12 years of
management experience in aircraft material sales and leasing. Prior to joining
the Company in July 1999, he was vice president of Airmotive, Inc., an
international aircraft parts redistributor, where he held various sales
positions for over nine years. He has been active in the aircraft industry since
1988. Mr. Jacobs oversees sales, marketing and operations for the company. Mr.
Jacobs holds a Bachelor of Arts degree in International Marketing and Management
from California State University, Fullerton.

OSAMAH S. BAKHIT, MARKETING AND SALES ADVISOR. Mr. Bakhit, the founder of the
Company, was Chief Executive Officer, President, Chairman and a Director of the
Company from its inception until his resignation as an officer and Director of
the Company in November 1997. He is no longer an executive officer of the
Company, but consults with the Company on a full-time basis as a marketing and
sales advisor. Mr. Bakhit has over 17 years of aircraft experience. Prior to
forming the Company in 1988, Mr. Bakhit was CEO of Bakhit Enterprises, a company
that purchased heavy construction vehicles and material for General Enterprise
Company. Mr. Bakhit worked for General Enterprise Company in Amman, Jordan,
where he managed overall construction operations. His duties included
supervising the construction of Queen Alia International Airport in Jordan. Mr.
Bakhit attended the University of California, Irvine.

Page 7

REPORT ON EXECUTIVE COMPENSATION

The Company's compensation programs are designed to link executives'
compensation to the performance of the Company. The annual salary paid to
executives over the past three years reflect fixed amounts that are deemed
competitive for executives with comparable ability and experience in the
industry.

COMPENSATION OF OFFICERS

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------------------------------
NAME AND OTHER AWARDS PAYOUTS ALL
PRINCIPAL YEAR SALARY BONUS ANNUAL -----------------------------------
POSITION ($) ($) COMPEN- RESTRICTED OPTIONS/ LTIP OTHER (1)
SATION STOCK ($) SARS (#) PAYOUTS ($)
($)
- -------------------------------------------------------------------------------------------------------------------

William D. King 1998 - - - - - - -
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CEO (2) 1999 14,086 - - - 950,000 - -
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2000 146,369 - - - - - -
- -------------------------------------------------------------------------------------------------------------------
John B. Jacobs 1998 - - - - - - -
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VP (3) 1999 89,544 - - - 100,000 - -
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2000 253,974 - - - - - -
- -------------------------------------------------------------------------------------------------------------------
Jeffrey G. Ward 1998 196,185 - - - - - -
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EXEC. VP 1999 184,226 - - - 15,000 - -
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2000 200,113 - - - - - -
- -------------------------------------------------------------------------------------------------------------------
Gary L. Joslin 1998 114,081 - - - 50,000 - -
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CFO (4) 1999 153,002 - - - 45,000 - -
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2000 171,460 - - - - - -
- -------------------------------------------------------------------------------------------------------------------

(1) The remuneration described in the table does not include the cost to the
Company of benefits furnished to the named executive officers, including
premiums for health insurance and other personal benefits provided to
such individual that are extended to all employees of the Company in
connection with their employment. The value of such benefits cannot be
precisely determined; however, the executive officers named above did not
receive other compensation in excess of the lesser of $50,000 or 10% of
such officers' cash compensation. Other annual compensation consists of
automobile lease payments, automobile insurance, and certain other
perquisites paid by the Company.
(2) Mr. King was appointed as the Company's Chief Executive Officer in
January 2000.
(3) Mr. Jacobs was appointed as the Company's Senior Vice President in July
1999.
(4) Mr. Joslin was appointed as the Company's Chief Financial Officer in June
1998.

OPTION GRANTS IN LAST FISCAL YEAR--INDIVIDUAL GRANTS

A total of 70,000 options exercisable at $1.00 per share were granted
to directors of the Company in 2000. No other options were granted in 2000.
Options to purchase 20,000 shares of Common Stock were granted to each of
Messrs. Naber and Walker. Options to purchase 30,000 shares of Common Stock were
granted to Mr. Haglund. All of the options granted in 2000 are fully vested.

Page 8

AGGREGATED OPTION/SAR EXERCISES IN THE YEAR ENDED DECEMBER 31, 2000 AND OPTION
VALUES AT DECEMBER 31, 2000

The following table sets forth the number of options, both exercisable and
unexercisable, held by each of the named executive officers of the Company and
the value of any in-the-money options at December 31, 2000 (assuming a market
value of $2.50 on December 31, 2000):

NUMBER OF VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, DECEMBER 31,
SHARES 2000 2000
ACQUIRED VALUE ---- ----
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
(#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------

William D. King 37,209 $47,628 581,915/300,000 $1,084,351/$384,000
John B. Jacobs -0- $-0- 66,666/33,334 $99,999/$50,001
Gary L. Joslin -0- $-0- 86,666/8,334 $54,999/$12,501
Jeffrey G. Ward -0- $-0- 30,000/-0- $22,500/$-0-

The following table sets forth the number of options, both exercisable
and unexercisable, held by each of the named executive officers of the Company
as of April 30, 2001:

EXERCISE EXERCISE EXERCISE EXERCISE
PRICE OF PRICE OF PRICE OF PRICE OF
OPTIONS OPTIONS OPTIONS OPTIONS
$0.25 $1.22 $1.00 $5.00
----- ----- ----- -----

EXERCISABLE:
William D. King 350,000 231,915 0 0
Jeffrey G. Ward 0 0 15,000 15,000
John B. Jacobs 0 0 66,666 0
Gary L. Joslin 0 0 36,666 50,000

NOT EXERCISABLE:
William D. King 0 300,000 0 0
Jeffrey G. Ward 0 0 0 0
John B. Jacobs 0 0 33,334 0
Gary L. Joslin 0 0 8,334 0

RATIFICATION OF APPOINTMENT OF AUDITORS
(ITEM 2 ON PROXY FORM)

GENERAL

Grant Thornton, LLP has been the Company's independent auditors since
1997. There are no disagreements with Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure. At a meeting on April 30, 2001, the Board of Directors unanimously
approved the recommendation of the Audit Committee for the appointment of Grant
Thornton to audit the financial statements of the Company for 2001. This
selection is subject to ratification or rejection by the Stockholders.

Grant Thornton has no financial interest in the Company. A
representative of Grant Thornton is expected to be present at the Annual
Meeting, will have an opportunity to make a statement if he or she so desires,
and is expected to be available to respond to appropriate questions.

Grant Thornton performed various audit and other services for the
Company during 2000. Such services included an audit of annual financial
statements, interim reviews of quarterly financial statements, review and
consultation connected with certain filings with the SEC, internal control
reviews required by certain contractual agreements or requested by the Company's

Page 9

management, consultation on tax, financial accounting and reporting matters, and
meetings with the Audit Committee of the Board of Directors.

AUDIT FEES

Following is a summary of the 2000 fees paid to Grant Thornton for the
audit of the Company's December 31, 1999 financial statements and reviews of
quarterly reports filed with the SEC in 2000:

ALL OTHER
---------------------
PAYMENTS IN ANNUAL AUDIT- NON-AUDIT- TOTAL
YEAR ENDED AUDIT TAX RELATED RELATED ALL OTHER TOTAL
---------- ----- --- ------- ------- --------- -----

December 31, 2000 $285,000 $9,720 $ 0 $ 0 $ 0 $ 294,720

The Company has accrued approximately $** through April 30, 2001 for
the audit of the December 31, 2000 consolidated financial statements by Grant
Thornton, and the Company is current in the payment of fees due Grant Thornton.

REPORT OF THE AUDIT COMMITTEE

The Board of Directors of the Company has appointed an Audit Committee
currently composed of three directors: Bruce H. Haglund, Chairman and the
Company's Secretary and general counsel, Saleem S. Naber, and William T. Walker,
Jr. All three members of the Audit Committee are "independent" as defined in the
Nasdaq-listing standards.

The Board of Directors has adopted a written charter for the Audit
Committee. A copy of that Charter is included as Exhibit "A" to this Proxy
Statement. The Audit Committee's job is one of oversight as set forth in its
Charter. It is not the duty of the Audit Committee to prepare the Company's
financial statements, to plan or conduct audits, or to determine that the
Company's financial statements are complete and accurate and are in accordance
with generally accepted accounting principles. The Company's management is
responsible for preparing the Company's financial statements and for maintaining
internal control. The independent auditors are responsible for auditing the
financial statements and for expressing an opinion as to whether those audited
financial statements fairly present the financial position, results of
operations, and cash flows of the Company in conformity with generally accepted
accounting principles. The Audit Committee met three times in 2000.

The Audit Committee has reviewed and discussed the Company's audited
financial statements with management and with Grant Thornton, the Company's
independent auditors for 2000.

The Audit Committee has discussed with Grant Thornton the matters
required to be discussed by Statement on Auditing Standards No. 61.

The Audit Committee has received from Grant Thornton the written
statements required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and has discussed Grant Thornton`s
independence with them, and has considered the compatibility of non-audit
services with the auditors' independence.

Based on the review and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000 for filing with the Securities
and Exchange Commission.

The Audit Committee

Bruce H. Haglund, Chairman

Page 10

Saleem S. Naber
William T. Walker, Jr.

USE OF THE REPORT OF THE AUDIT COMMITTEE AND AUDIT COMMITTEE CHARTER

In accordance with and to the extent permitted by applicable law or
regulation, the information contained in the Report of the Audit Committee and
the Audit Committee Charter shall not be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, and shall not be deemed to be soliciting
material or to be filed with the SEC under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

VOTE REQUIRED

Ratification of the appointment of auditors requires a majority of the
votes cast thereon. Any Shares not voted, whether by abstention, broker
non-vote, or otherwise, have no impact on the vote. If the Stockholders do not
ratify this appointment, other independent auditors will be considered by the
Board of Directors upon recommendation of the Audit Committee. The affirmative
vote of a majority of the outstanding Shares is required to approve this
proposal. Management intends to vote "FOR" the proposal to ratify the auditors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE AUDITORS, AND YOUR PROXY WILL BE
SO VOTED UNLESS YOU SPECIFY OTHERWISE.

SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholders proposals intended for inclusion in next years proxy
statement should be sent via certified mail-return receipt requested to Bruce H.
Haglund, Secretary, Aviation Distributors, Inc., One Capital Drive, Lake Forest,
California 92630, and must be received by March 1, 2002.

MISCELLANEOUS AND OTHER MATTERS

Management knows of no matters to come before the Meeting other than
those specified herein. If any other matter should come before the Meeting, then
the persons named in the enclosed form of proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.

DOCUMENTS INCORPORATED BY REFERENCE

A COPY OF THE COMPANY'S CURRENT ANNUAL REPORT ON FORM 10-KSB AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO, IS BEING MAILED TO EACH STOCKHOLDER TOGETHER WITH THIS
PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY STOCKHOLDERS WITHOUT
CHARGE BY WRITING TO: AVIATION DISTRIBUTORS, INC., ONE CAPITAL DRIVE, LAKE
FOREST, CALIFORNIA 92630. COPIES OF ANY EXHIBITS TO THE ANNUAL REPORT,
SPECIFICALLY LISTED IN THE ANNUAL REPORT, MAY BE OBTAINED BY STOCKHOLDERS WITH A
CHARGE EQUAL TO THE COMPANY'S COST TO COPY AND SEND ANY REQUESTED EXHIBIT.

Page 11

EXHIBIT "A"

AVIATION DISTRIBUTORS, INC.

AUDIT COMMITTEE CHARTER

(ADOPTED ON JUNE 19, 2000)

I. ORGANIZATION

There shall be a committee of the Board of Directors ("Board") for
AVIATION DISTRIBUTORS, INC., a Delaware corporation (the "Corporation"), to be
known as the Audit Committee (the "Committee"). The Committee shall be composed
of directors who are independent of the management of the Corporation and are
free of any relationship that, in the opinion of the Board, would interfere with
their exercise of independent judgment as a Committee member.

The Committee shall be comprised of three (3) or more directors as
determined by the Board. All members of the Committee shall have a working
familiarity with basic finance and accounting practices, and at least one member
of the Committee shall have accounting or related financial management
expertise. Committee members may enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Corporation
or an outside consultant.

The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors shall be
duly elected and qualified. Unless a chair is elected by the full Board, the
members of the Committee may designate a chair by majority vote of the full
Committee membership.

II. PURPOSE

The Committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices of the
Corporation, and the quality and integrity of the financial reports of the
Corporation. It shall be the responsibility of the Committee to maintain free
and open means of communication between the directors, the independent auditors,
and the financial management of the Corporation. Consistent with this function,
the Committee should encourage continuous improvement of, and should foster
adherence to, the Corporation's policies, procedures and practices at all
levels.

While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Corporation's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Committee to conduct investigations, to resolve disagreements,
if any, between management and the independent auditor or to assure compliance
with laws and regulations and the Corporation's business conduct guidelines.

In carrying out its responsibilities, the Committee believes its
policies and procedures should remain flexible in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the Corporation are in
accordance with all requirements and are of the highest quality.

Exhibit "A-1"

The Committee's primary duties and responsibilities are to:

o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

o Review and appraise the audit efforts of the Corporation's
independent accountants and financial management of the
corporation.

o Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board.

The Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.

III. MEETINGS

The Committee shall meet at least four (4) times annually, or more
frequently as circumstances dictate. As part of its responsibility to foster
open communication, the Committee should meet at least annually with management,
and the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee or its chair should meet with the
independent accountants and management annually to review the Corporation's
financials in accordance with Section IV of this Charter.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

DOCUMENTS/REPORTS REVIEW

Review and update this Charter periodically (at least annually) as
conditions dictate.

Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body, or the public,
including any certification, report, opinion, or review rendered by the
independent accountants.

Review with financial management and the independent accountants, the
Annual Report on Form 10-K prior to its filing or prior to the release of
earnings. The chairman of the Committee may represent the entire Committee for
purposes of this review.

Issue annually a report to be included in the Corporation's proxy
statement as required by the rules of the Securities and Exchange Commission.

Discuss with management and/or the Corporation's general counsel any
legal matters (including the status of pending litigation) that may have a
material impact on the Corporation's financial statements, and any material
reports or inquires from regulatory or governmental agencies.

INDEPENDENT ACCOUNTANTS

Recommend to the Board the selection of the independent accountants,
considering independence and effectiveness and approve the fees and other
compensation to be paid to the independent accountants. On an annual basis, the
Committee should review and discuss with the accountants all significant
relationships the accountants have with the Corporation to determine the
accountants independence. The Committee shall be responsible for obtaining a
formal written statement from the independent accountants delineating all
relationships between the accountants and the Corporation consistent with
Independence Standards Board Standard 1.

Exhibit "A-2"

Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances warrant.

Periodically consult with the independent accountants out of the
presence of financial management about internal controls and the fullness and
accuracy of the Corporation's financial statements.

FINANCIAL REPORTING PROCESSES

In consultation with the independent accountants and the financial
management, review the integrity of the Corporation's financial reporting
processes, both internal and external.

Consider the independent accountants judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in its
financial reporting.

Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as suggested by
the independent accountants, or financial management.

PROCESS IMPROVEMENT

Establish regular and separate systems of reporting to the Committee by
each of financial management, and the independent accountants regarding any
significant judgments made in financial management's preparation of the
financial statements and the view of each as to appropriateness of such
judgments.

Following completion of the annual audit, review separately with each
of financial management, and the independent accountants, any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.

Review any significant disagreement among financial management and the
independent accountants in connection with the preparation of the financial
statements.

Review with the independent accountants and financial management the
extent to which changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented; provided such review shall be
conducted at an appropriate time subsequent to implementation of changes or
improvements, as decided by the Committee.

COMPLIANCE

Review activities, organizational structure, and qualifications of
financial management of the corporation.

Perform any other activities consistent with this Charter, the
Corporation's by-laws and governing law, as the Committee or the Board deem
necessary or appropriate.

Exhibit "A-3"

[SIDE ONE OF CARD]

AVIATION DISTRIBUTORS, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2001

The undersigned hereby constitutes and appoints Bruce H. Haglund and
Gary L. Joslin, and each of them, the true and lawful attorneys, agents, and
proxies of the undersigned, with full power of substitution, to vote with
respect to all the shares of Common Stock, par value $.001, of AVIATION
DISTRIBUTORS, INC., standing in the name of the undersigned at the close of
business on May 11, 2001, at the Annual Meeting of Stockholders to be held June
26, 2001, and at any and all adjournments and postponements thereof, to vote:

1. Election of Directors: FOR all nominees listed below
--------- (Except as marked to the contrary below)

WITHHOLD AUTHORITY
---------

WILLIAM D. KING, GARY L. JOSLIN, BRUCE H. HAGLUND, WILLIAM T. WALKER, JR., SALEEM S. NABER.

2. To consider and ratify the appointment of GRANT THORNTON LLP as independent auditor of the
Company for the fiscal year ending December 31, 2001:

FOR AGAINST ABSTAIN
--------- -------- ---------

3. In their discretion, the Board of Directors is authorized to vote this
Proxy upon such other matters as may properly come before the meeting
or any adjournment or postponement thereof.

[SIDE TWO OF CARD]

The shares represented by this Proxy will be voted in the manner
directed herein by the undersigned stockholder. If no directions to the contrary
are made, this Proxy will be voted FOR the election of all of the director
nominees named above and FOR approval of Proposal 2, if necessary.

DATED: ______________________ , 2001

____________________________________
(Signature)

____________________________________
(Signature if held jointly)

IMPORTANT: Please sign exactly as your name appears
at the left. Each joint owner should sign.
Executors, administrators, trustees, should give
full title. If a corporation, please sign in full
corporate name by an authorized officer. If a
partnership, please sign in partnership name by an
authorized person.

Please mark, sign, date, and return promptly.

THIS PROXY IS BEING SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF AVIATION DISTRIBUTORS, INC.