AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

          This Amendment ("Amendment") dated as of September 30, 1999 is between
BE  Aerospace,  Inc.,  a  Delaware  corporation  (the  "Company")  and Thomas P.
McCaffrey (the "Executive"). The parties agree as follows:

     1. REFERENCE TO AGREEMENT: DEFINITIONS.  Reference is made to an Employment
Agreement  dated as of May 29, 1998,  as amended by Amendment  No. 1 dated as of
November  12, 1998,  between the Company and the  Executive  (the  "Agreement").
Terms defined in the Agreement and not otherwise  defined herein are used herein
with the meanings so defined.

     2. AMENDMENTS TO AGREEMENt. The Agreement is amended as follows,  effective
as of the date first  written above:

     2.1 AMENDMENT TO SECTION 2. Section 2 is hereby amended to read as follows:


     "3. TERM.  Executive shall provide to the Company services hereunder during
the term of this Agreement which,  unless otherwise  terminated  pursuant to the
provisions  of Article 5 hereof,  shall be the period ending on the later of (i)
May 28,  2003,  or,  (ii)  three (3) years from any date as of which the term is
being determined (the "Employment  Term"). The date on which the Employment Term
ends, including any extensions thereof, is sometimes  hereinafter referred to as
the "Expiration Date"."

     2.2 AMENDMENT TO SECTION 5(C).Clause (ii) of Section 5(c) is hereby amended
to read as follows:

                  "(ii) until the  Expiration  Date,  (a) pay to Executive or in
the event of Executive's  subsequent  death, such person as Executive shall have
designated in a notice filed with the Company,  or, if no such person shall have
been designated,  to Executive's  estate,  the highest annual Salary paid to the
Executive prior to the Termination  Date, (b) continue to provide Executive with
the medical, dental, disability and life insurance coverage, in the same amounts
and upon the same terms and conditions  provided pursuant to Section 4(d) hereof
immediately  prior to the  Termination  Date,  and (c)  continue  to provide the
Executive with the automobile allowance provided pursuant to Section 4(e) hereof
immediately prior to the Termination Date.

     2.3  Amendment  to Sections  5(e) and 5(f).  Sections  5(e) and 5(f) of the
Agreement are hereby amended in their entirety to read as follows:

     "5(e) Change of Control.

              (i) If a "Change of  Control"  of the  Company  occurs  during the
Employment  Term, and the Executive's  employment with the Company is terminated
for any  reason  (other  than by reason of the  Executive's  death  pursuant  to
Section 5(b) or incapacity pursuant to Section 5(c) after the Change of Control,
then the Company or its successors in interest shall:

              (a) Within thirty (30) days after the Termination Date, pay to the
Executive,  (or in the event of  Executive's  subsequent  death,  such person as
Executive  shall have  designated in a notice filed with the Company,  or, if no
such  person  shall have been  designated,  the  Executive's  estate) a lump sum
payment  equal to the sum of: (1) the  unpaid  Salary  payable to the  Executive
through the Expiration  Date, (2) the unpaid amount of any bonuses  declared to
be payable to the Executive for any fiscal  periods of the Company  ending prior
to the Termination Date, (3) two (2) times the Salary, determined at the highest
rate that was in effect at any time from the 180 day period preceding the Change
of Control  until the  Termination  Date (the "Highest  Salary"),  (4) an amount
equal to the  aggregate  amount of Salary,  determined  based  upon the  Highest
Salary,  that would have been payable for the period from the  Termination  Date
through the Expiration  Date, and (5) by the amount equal to (x) one-half of the
Executive's  Highest  Salary  multiplied (y) by the number of months from May 1,
1993 to the Termination Date divided by twelve (12), which lump sum shall not be
prorated and shall be paid in addition to the Severance Pay payable  pursuant to
Section 5(f), hereof.

     (b) until the  Expiration  Date,  provide  Executive  with  continued  life
insurance and disability and medical and dental  insurance  coverage in the same
amounts and upon the same terms and  conditions as in effect on his  Termination
Date,  or if  greater,  as those  provided  immediately  prior to the  Change of
Control,  and (d) continue to provide  Executive with the  automobile  allowance
provided  pursuant to Section  4(e)  hereof as of the  Termination  Date,  or if
greater, as provided immediately prior to the Change in Control;

     (c) provide that any stock options granted Executive that would not vest on
or prior to the  effective  date of the Change of Control  shall be  exercisable
immediately  upon the execution of any agreement that would  constitute a Change
in Control (regardless of whether such agreement is consummated), and such stock
options shall  continue to be  exercisable  until the later of their  expiration
date or the date on which  shares of the Company  are no longer  traded as such;
and

     (d) pay Executive the amount of any Gross-Up Payment payable by the Company
to the Executive under Section 5(h) hereof.

                (ii) For purposes of this provision, "Change of Control" means:

     (a) the entering into of any agreement  relating to a transaction or series
of related  transactions  involving the ownership of the Company that requires a
shareholder vote for the consummation of such transaction;

     (b)  Individuals  who,  as of  September  30, 1999 (the  "Effective  Date")
constitute the Board of Directors of the Company (the  "Incumbent  Board") cease
for any reason to  constitute  at least a majority of the Board of  Directors of
the Company,  provided  that any person  becoming a director  subsequent  to the
Effective  Date whose  election,  or  nomination  for election by the  Company's
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened  election  contest  relating to the election of the  directors of the
Company,  as such terms are used in Rule 14a-11 of  Regulation  14A  promulgated
under the  Securities  Exchange  Act) shall be, for purposes of this  Agreement,
considered as though such person were a member of the Incumbent Board;

     (c) the acquisition (other than from the Company) by any person,  entity or
"group",  within the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities
Exchange  Act,  of 25% or more of  either  the then  outstanding  shares  of the
Company's  Common  Stock or the  combined  voting  power of the  Company's  then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors (hereinafter referred to as the ownership of a "Controlling Interest")
excluding,  for  this  purpose,  any  acquisitions  by (1)  the  Company  or its
subsidiaries,  (2) any person,  entity or "group" that as of the Effective  Date
owns beneficial  ownership  (within the meaning of Rule 13d-3  promulgated under
the  Securities  Exchange  Act) of a  Controlling  Interest or (3) any  employee
benefit plan of the Company or its subsidiaries; or

     (d) The  sale or other  disposition  by the  Company  of 25% or more of the
value of its  assets  to any  person  or entity  that is not  controlled  by the
Company.

     (iii) The  obligations  of the Company  pursuant to this Section 5(e) shall
survive any termination of this Agreement or the  Executive's  employment or any
resignation of such employment by the Executive pursuant to this Section 5(e).

     (f) Severance Pay. If the  Executive's  employment  hereunder is terminated
for any  reason,  other than the  Executive's  death  pursuant  to Section  5(b)
hereof,  or the  Executive's  incapacity  pursuant to Section 5(c) hereof,  then
within  thirty (30) days after the  Executive's  Termination  Date,  the Company
shall pay to the Executive (or in the event of the Executive's subsequent death,
such person as the  Executive  shall have  designated in a notice filed with the
Company,  or, if no such  person  shall  have been  designated,  to  Executive's
estate) a lump sum amount equal to the Executive's annual Salary in effect as of
the Termination Date, which lump sum shall not be pro-rated.  The obligations of
the Company  pursuant to this Section 5(f) shall survive any termination of this
Agreement or the Executive's  employment as aforesaid,  and shall be in addition
to any amounts  payable to the Executive  pursuant to Section 5(e) hereof in the
event of a Change of Control of the Company."

     3.  Miscellaneous.  Except  as  amended  by this  Amendment,  all terms and
conditions  of the  Agreement  shall  remain  in full  force  and  effect.  This
Amendment may be executed in any number of  counterparts  which  together  shall
constitute one instrument, shall be governed by and construed in accordance with
the laws  (other  than the  conflict  of laws rules) of the State of Florida and
shall bind and inure to the benefit of the parties  hereto and their  respective
successors, assigns and heirs.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of
the date first written above.

                                Thomas P. McCaffrey



                                BE AEROSPACE, INC.