SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LANGSEN BRUCE (Last) (First) (Middle) 2750 REGENT BLVD. (Street) DFW AIRPORT TX 75261 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AVIALL INC [ AVL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres. Inventory Locator Serv.
	3. Date of Earliest Transaction (Month/Day/Year) 09/20/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/20/2006		D		60,139	D	(1)	0	D
Common Stock	09/20/2006		D		3,761	D	(2)	0	D
Common Stock	09/20/2006		D		2,708	D	(3)	0	D
Common Stock	09/20/2006		D		1,927	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$32.43	09/20/2006		D			23,800	(5)	(5)	Common Stock	23,800	(5)	0	D
Employee Stock Option (right to buy)	$10.9375	09/20/2006		D			26,888	(6)	03/18/2007	Common Stock	26,888	(6)	0	D
Employee Stock Option (right to buy)	$14.7813	09/20/2006		D			33,036	(7)	03/16/2008	Common Stock	33,036	(7)	0	D
Employee Stock Option (right to buy)	$14.7813	09/20/2006		D			6,964	(8)	03/16/2008	Common Stock	6,964	(8)	0	D
Employee Stock Option (right to buy)	$7.1	09/20/2006		D			1,216	(9)	01/29/2012	Common Stock	1,216	(9)	0	D
Employee Stock Option (right to buy)	$7.46	09/20/2006		D			12,540	(10)	01/30/2010	Common Stock	12,540	(10)	0	D
Employee Stock Option (right to buy)	$15.6	09/20/2006		D			9,570	(11)	01/28/2010	Common Stock	9,570	(11)	0	D
Employee Stock Option (right to buy)	$15.6	09/20/2006		D			9,339	(12)	01/28/2011	Common Stock	9,339	(12)	0	D
Employee Stock Option (right to buy)	$15.6	09/20/2006		D			231	(13)	01/28/2011	Common Stock	231	(13)	0	D
Employee Stock Option (right to buy)	$15.6	09/20/2006		D			9,860	(14)	01/28/2012	Common Stock	9,860	(14)	0	D
Employee Stock Option (right to buy)	$22.7	09/20/2006		D			9,240	(15)	01/27/2011	Common Stock	9,240	(15)	0	D
Employee Stock Option (right to buy)	$22.7	09/20/2006		D			9,240	(16)	01/27/2012	Common Stock	9,240	(16)	0	D
Employee Stock Option (right to buy)	$22.7	09/20/2006		D			9,520	(17)	01/27/2013	Common Stock	9,520	(17)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 30, 2006, by and among The Boeing Company ("Boeing"), Boeing-Avenger, Inc. and Aviall, Inc. (the "Merger Agreement") in exchange for a cash payment of $2,886,672, or $48.00 per share.

2. Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 28, 2004 and provided for vesting on January 27, 2007, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $180,528, or $48.00 per share.

3. Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 27, 2005 and provided for vesting on January 26, 2008, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $129,984, or $48.00 per share.

4. Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 26, 2006 and provided for vesting on January 25, 2009, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $92,496, or $48.00 per share.

5. The Stock Appreciation Rights, which were granted on January 26, 2006 and provided for vesting as follows: vesting as to 7,854 shares on January 26, 2007 and expiring with respect to those shares on January 26, 2012; vesting as to 7,854 shares on January 26, 2008 and expiring with respect to those shares on January 26, 2013; and vesting as to 8,092 shares on January 26, 2009 and expiring with respect to those shares on January 26, 2014, were all cancelled immediately prior to the effective time of the merger in exchange for stock appreciation rights of Boeing, equal to the product of the number of cancelled Aviall, Inc. stock appreciation rights and the quotient obtained by dividing $48.00 by the closing price of a share of Boeing common stock listed on the New York Stock Exchange for the last trading day that preceded the effective time of the merger.

6. This option, granted pursuant to the Aviall, Inc. 1993 Stock Incentive Plan which provided for vesting as follows: vesting as to 8,873 shares on March 19, 1998; vesting as to 8,873 shares on March 19, 1999; and vesting as to 9,142 shares on March 19, 2000, was cancelled in the merger in exchange for a cash payment of approximately $996,537, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

7. This option, granted pursuant to the Aviall, Inc. 1993 Stock Incentive Plan which provided for vesting as follows: vesting as to 13,134 shares on March 17, 1999; vesting as to 13,333 shares on March 17, 2000; and vesting as to 6,569 shares on March 17, 2001, was cancelled in the merger in exchange for a cash payment of approximately $1,097,413, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

8. This option, granted pursuant to the Aviall, Inc. 1993 Stock Incentive Plan which provided for vesting as follows: vesting as to 199 shares on March 17, 1999 and vesting as to 6,765 shares on March 17, 2001, was cancelled in the merger in exchange for a cash payment of approximately $231,335, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

9. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided f vesting as to 1,216 shares on January 29, 2005, was cancelled in the merger in exchange for a cash payment of approximately $49,734, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

10. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2005, was cancelled in the merger in exchange for a cash payment of approximately $508,372, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

11. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2005, was cancelled in the merger in exchange for a cash payment of approximately $310,068, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

12. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2006, was cancelled in the merger in exchange for a cash payment of approximately $302,584, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

13. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2006, was cancelled in the merger in exchange for a cash payment of approximately $7,484, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

14. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2007, was cancelled in the merger in exchange for a cash payment of approximately $319,464, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

15. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2006, was cancelled in the merger in exchange for a cash payment of approximately $233,772, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

16. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2007, was cancelled in the merger in exchange for a cash payment of approximately $233,772, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

17. This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2008, was cancelled in the merger in exchange for a cash payment of approximately $240,856, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

	/s/ R. Sean Elliott, Attorney-in-Fact for Bruce Langsen	09/21/2006
	** Signature of Reporting Person	Date
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