8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



               Date of report (Date of Earliest Event Reported): August 13, 2001

                               BE AEROSPACE, INC.
               (Exact name of registrant as specified in charter)


DELAWARE                          0-18348                      06-1209796
(State or other                   (Commission File Number)     (I.R.S. Employer
jurisdiction of incorporation)                               Identification No.)


1400 Corporate Center Way, Wellington, Florida                             33414
(Address of principal executive offices)                              (Zip Code)


              Registrant's telephone number, including area code: (561) 791-5000


                        Exhibit Index Appears on page 4.









Item 5.  Other Events.

         BE Aerospace, Inc. issued on August 13, 2001 the press release attached
hereto. The press release, which appears as Exhibit 99, is filed and
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits.

         Exhibit No.       Description
         --------------    --------------
                 99.1      Press Release, dated August 13, 2001.



                                       2





     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            BE AEROSPACE, INC.

                            By:  /s/ Thomas P. McCaffrey
                            ----------------------------
                            Name:  Thomas P. McCaffrey
                            Title: Corporate Senior Vice President of
                                     Administration and Chief Financial Officer


Date:    August 13, 2001


                                       3




                                  EXHIBIT INDEX



 Exhibit No.               Description of Exhibits
- ---------------            ----------------------------
    99.1                   Press Release, dated August 13, 2001.


                                       4

EX-99.1

                                                                    EXHIBIT 99.1

                                                                   News  Release

#01-xx                                            CONTACT:
                                                  Max Kuniansky
                                                  Director of Investor Relations
                                                  B/E Aerospace, Inc.
                                                  (561) 791-5000, extension 1440

                            B/E AEROSPACE TO ACQUIRE
                         LEADING AFTERMARKET FASTENER COMPANY


                  CONFERENCE CALL TODAY AT 12 NOON EASTERN TIME


     WELLINGTON, FL, August 13, 2001 - B/E Aerospace, Inc. (Nasdaq: BEAV) today
announced that it has agreed to acquire M & M Aerospace Hardware, Inc., the
world's leading independent aftermarket distributor of aerospace fasteners, for
an initial purchase price of $177 million. The company will hold a conference
call at 12:00 noon Eastern time today to discuss the acquisition.


HIGHLIGHTS: M & M ACQUISITION

o    Permits B/E to leverage its existing sales and customer support
     organizations

o    Nearly doubles B/E's addressable market, enhancing sales growth
     opportunities

o    Increases percentage of sales to the aftermarket

o    Serves as platform for future transactions which leverage M & M's
     sophisticated information systems for inventory management and product
     pricing

o    Contributes to margin expansion


A STRATEGIC EXPANSION

     "In recent months, B/E has considered a number of options for accelerating
growth and achieving superior financial returns for shareholders," said Mr.
Robert J. Khoury, President and Chief Executive Officer of B/E. "As the world's
leader in the manufacturing and distribution of aircraft cabin interior




products, we continue to expect our existing markets to provide attractive
financial returns. However, achieving more significant growth and the advantages
of greater size and scope requires a strategic expansion into a new but closely
related market.

         "The aerospace fasteners sector offers an attractive opportunity while
remaining close to our existing customers and markets," Mr. Khoury said.
Desirable features of the fasteners market include:

o    Nearly doubles addressable market: The worldwide market for aerospace
     fasteners is sizeable, generating approximately $2.2 billion in annual
     sales -- almost equal in size to the cabin interior products market.
     Expanding into the aerospace fasteners sector will nearly double B/E's
     addressable market.

o    Large aftermarket segment: Approximately 70 percent of aerospace fasteners
     are used in the aftermarket, consistent with B/E's current focus on this
     customer base.

o    Healthy projected growth: Aftermarket demand is growing and predictable.
     Aerospace fasteners are consumed during aircraft reconfigurations and
     passenger-to-freighter conversions and must be replaced at mandated
     maintenance intervals. As the number of aircraft in the worldwide fleet
     grows, demand for fasteners is expected to grow as well.

o    Attractive financial returns: In addition to substantial revenue growth,
     the aftermarket aerospace fastener sector offers profit margins comparable
     to those of B/E's existing business.

o    Strong financial and strategic synergies, e.g. leveraging B/E's sales,
     customer support and informational technology organizations.


PROFILE OF M & M AEROSPACE HARDWARE

     M & M Aerospace Hardware has a strong competitive position, currently
ranking as one of the top five distributors of aerospace fasteners worldwide,
and the world's leading independent aftermarket distributor of such products.
The company generates nearly 70 percent of its sales from the aftermarket and
has more than 3,700 customers worldwide.

     Offering a broad product line of over 93,000 separate items, M & M is a
distributor for virtually every leading manufacturer of aerospace fasteners. The
company was established in 1974 and is based in Miami, Florida, near B/E's
corporate headquarters and several of B/E's principal manufacturing facilities.




SYNERGIES ARE SIGNIFICANT

     "We believe M & M provides an excellent strategic fit with our vision for
the future, and enhances opportunities for organic growth," said Mr. Khoury. "We
see several synergies from this acquisition. One of the most significant is the
opportunity to expand M & M's sales to B/E's existing aftermarket customer base.

     "We already have strong customer relationships and leading market shares
with the world's major airlines and many smaller carriers," he stated. "22
permanent, dedicated B/E customer support staff are already on-site at a number
of major carriers. While several of these carriers are currently M & M
customers, all are potential customers. By leveraging both our existing sales
organization and our customer support staff, we expect to expand M & M's sales
to our customer base -- and we believe that we can accomplish that more rapidly
than M & M could on its own.

     "This acquisition also gives us a platform for leveraging M & M's advanced
information technology in future transactions," Mr. Khoury stated. "M & M has a
sophisticated system for inventory tracking and retrieval, as well as
customer-focused information technology which gives the company real-time,
on-line instantaneous access to product pricing and cost data for all 3,700
customers and all 93,000 product offerings (SKUs). Both systems can be applied
to enhance service to B/E's existing aftermarket customers.

     "We believe the acquisition will contribute to B/E's margin expansion
goals," he said. "M & M has a history of solid profitability, generating
operating margins comparable to B/E's existing lines of business." Other
synergies from the acquisition include:

o    B/E's experience with just-in-time oriented information technology and
     e-commerce, which M & M can apply to serving large customers on a
     just-in-time basis,

o    savings on the fastener hardware which B/E purchases at a cost of
     approximately $15 million each year, and

o    M & M's strong purchasing, freight and logistics practices, which can be
     applied across B/E's entire organization.



     M & M is well positioned to handle substantial growth in volume with
minimal additional capital investment. With $30 million recently invested in
infrastructure, the company now has new warehouse facilities and newly installed
information technology.


PURCHASE PRICE

     The $177 million purchase price will consist of $152 million in cash and
$25 million in B/E common stock. The selling shareholders have the opportunity
to earn an additional amount of up to $23 million in B/E common stock based on M
& M's performance. The purchase price, including the $23 million additional
amount, represents about 6.4 times M & M's January through June 2001 adjusted
annualized EBITDA (earnings before interest, taxes, depreciation and
amortization).

     Closing is expected in approximately one month, at which time about $80
million of the purchase price will be used to repay all of M & M's existing
borrowings.

     "We expect the M & M acquisition to be earnings-neutral to modestly
accretive for B/E's current fiscal year, and more accretive thereafter due to
the expected synergies," Mr. Khoury said.


Conference Call and Webcast

     B/E will conduct a conference call for investors at 12 noon Eastern Time
today, August 13. The conference call will be broadcast live via the Internet.
To listen to the conference call webcast, visit the Investor Relations section
of B/E's web site at www.beaerospace.com and follow the Conference Calls link.
We suggest that you check this link well in advance of the conference call to
ensure that your computer is configured to receive the webcast.

     This news release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties, and B/E's actual experience may
differ materially from that anticipated in such statements. Factors that might
cause such a difference include those discussed in B/E's filings with the
Securities and Exchange Commission, including but not limited to its most recent
proxy statement, Form 10-K and Form 10-Q. For more information, see the section
entitled "Forward-Looking Statements" contained in B/E's Form 10-K and in other
filings.




     B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin
interior products, serving virtually all the world's airlines and aircraft
manufacturers. B/E designs, develops, manufactures, sells and services a broad
line of passenger cabin interior products for both commercial and business/VIP
aircraft and provides interior design, reconfiguration and conversion services
to its customers throughout the world. With annual revenues exceeding $700
million, the company employs more than 4,000 people worldwide. For more
information, visit B/E's web site at www.beaerospace.com.

     Offering of the common stock being issued in connection with the M & M
transaction will be made only by means of a prospectus filed as part of a
registration statement with the Securities and Exchange Commission.

     A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there by any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.

     B/E urges investors and security holders to read the prospectus regarding
the aforementioned common stock when it becomes available, as it will contain
important information. The prospectus will be filed with the United States
Securities and Exchange Commission by B/E. Security holders may receive a free
copy of the prospectus when available, as well as other related documents filed
by B/E at the Commission's web site, www.sec.gov. In addition, copies of
documents filed with the Commission by B/E can be obtained, without charge, by
directing a request to B/E Investor Relations at 1400 Corporate Center Way,
Wellington, Florida 33414, or by telephoning (561) 791-5000.

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