BE Aerospace, Inc.
                        1994 Employee Stock Purchase Plan

         Financial Statements for the Years Ended February 29, 2000 and
         February 28, 1999, and Independent Auditors' Report


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BE AEROSPACE, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

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<TABLE>
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                                                                        Page
<S>                                                                       <C>
INDEPENDENT AUDITORS' REPORT                                              1

FINANCIAL STATEMENTS:
Statements of net assets available for benefits
  as of February 29, 2000 and February 28, 1999                           2
Statements of changes in net assets available for benefits
  for the years ended February 29, 2000 and February 28, 1999             3
Notes to financial statements for the years ended
  February 29, 2000 and February 28, 1999                                 4
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All schedules  pursuant to the Department of Labor's rules and  regulations  are
omitted because of the absence of the conditions under which they are required.

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INDEPENDENT AUDITORS' REPORT

The Benefits Administrative Committee
BE Aerospace, Inc.
1994 Employee Stock Purchase Plan
Wellington, Florida

We have audited the accompanying statements of net assets available for benefits
of BE  Aerospace,  Inc.  1994  Employee  Stock  Purchase  Plan (the  Plan) as of
February 29, 2000 and February 28, 1999,  and the related  statements of changes
in net assets  available for benefits for the years then ended.  These financial
statements are the responsibility of the Plan's  Administrative  Committee.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the net assets  available  for benefits of BE  Aerospace,  Inc.  1994
Employee  Stock Purchase Plan as of February 29, 2000 and February 28, 1999, and
the changes in net assets  available  for  benefits  for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

DELOITTE & TOUCHE LLP


Costa Mesa, California
April 7, 2000


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BE AEROSPACE, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN


STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
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<TABLE>
<CAPTION>
                                                   2000            1999
                                                   ----            ----

<S>                                             <C>             <C>
ASSETS - Cash and cash equivalents              $ 1,024,881     $ 1,256,484

LIABILITIES - Stock subscribed                    1,021,363       1,255,781
                                                -----------     -----------
NOTE ASSETS AVAILABLE FOR BENEFITS              $     3,518     $       703
                                                ===========     ===========
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See notes to financial statements.


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B/E AEROSPACE, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

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<TABLE>
<CAPTION>
                                                        2000            1999
                                                        ----            ----
<S>                                               <C>               <C>
NET ASSETS AVAILABLE FOR BENEFITS,
  beginning of period                             $     703         $   5,070

ADDITIONS TO NET ASSETS ATTRIBUTED TO -
  Participant payroll deductions                  2,356,325         2,167,239

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
  Purchase of BE Aerospace common stock           2,353,510         2,171,606
                                                  ---------         ---------
NET ASSETS AVAILABLE FOR BENEFITS,
  end of period                                   $   3,518         $     703
                                                  =========         =========

</TABLE>













See notes to financial statements.

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BE AEROSPACE, INC.

1994 EMPLOYEE STOCK PURCHASE PLAN


NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
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1.      GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        DESCRIPTION OF PLAN - Effective  April 1, 1994, BE Aerospace,  Inc. (the
        Company)  adopted the BE Aerospace,  Inc. 1994 Employee  Stock  Purchase
        Plan (the Plan).

        The Company is the Plan  sponsor.  All employees  (participants)  with a
        minimum  of 90 days'  service,  who  generally  complete a minimum of 20
        hours of service per week, are eligible to participate.  Under the Plan,
        contributions  are made by participants who choose to contribute from 2%
        to 15% of their total gross pay.

        Common stock of the Company is purchased  on  approximately  February 28
        and August 31. The purchase price is 85% of the lesser of the fair value
        of  either  the first day or last day of each  Option  Period,  which is
        approximately  six  months  in  length  ending  on each  purchase  date.
        Participants are allocated a pro rata share of stock consistent with the
        balance of the participant account. The stock is then issued by the Plan
        transfer  agent,  Boston  Equiserve,  directly to the  participant.  The
        maximum  number  of  shares  available  for  each  option  period  to an
        individual is the largest whole number of shares which,  when multiplied
        by the fair market  value of the Company  stock at the  beginning of the
        option period, produces a dollar amount of $12,500 or less.

        Stock Subscribed - The Plan issues the stock to participants  subsequent
        to the end of each  Option  Period  but dated the last day of the Option
        Period.  Therefore,  a liability for stock purchased by the Plan but not
        yet  distributed  to  the  participants  has  been  reflected  as  stock
        subscribed in the  accompanying  statements of net assets  available for
        benefits as of February 29, 2000 and February 28, 1999.

        Stock  purchased  by the Plan for the years ended  February 29, 2000 and
        February 28, 1999, was 241,645 and 151,931 shares, respectively.

        TERMINATION  BENEFITS AND VESTING - Upon  termination of employment with
        the Company,  a participant is entitled to receive all contributions not
        yet used to acquire stock of the Company.

        CASH AND CASH EQUIVALENTS - Cash and cash equivalents  consist of highly
        liquid  investments  purchased  with  original  maturities of 90 days or
        less.

        Income Tax - The Plan administrator  believes that the Plan is currently
        designed  and  being   operated  in  compliance   with  the   applicable
        requirements  of the Internal  Revenue Code of 1986. Plan assets consist
        of cash not yet used to  purchase  common  stock.  Such cash  remains an
        asset of the Company until used to purchase  common stock.  Accordingly,
        Plan  assets  are not  held in  trust  and,  therefore,  the Plan is not
        subject to income tax.


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BE AEROSPACE, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 (Continued)
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        Administrative   Expenses  -  Administrative  expenses  have  been  paid
        directly by the  Company  and,  accordingly,  are not  reflected  in the
        Plan's financial statements. There is no written agreement requiring the
        Company to pay these expenses,  and the Company may elect to stop paying
        Plan expenses at any time.

2.      PLAN TERMINATION

        Although it has not  expressed  any intent to do so, the Company has the
right under the Plan to terminate the Plan.

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