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                                                                    EXHIBIT 10.6

                                AMENDMENT NO. ONE
                                     TO THE
                      AVIALL, INC. BENEFIT RESTORATION PLAN


         Aviall, Inc., a Delaware corporation, pursuant to authorization of the
Compensation Committee of its Board of Directors, and pursuant to Section 4.02
of the Aviall, Inc. Benefit Restoration Plan (the "Restoration Plan"), hereby
adopts the following amendments to the Restoration Plan, effective as of April
16, 1999. Except as provided herein, the provisions of the Restoration Plan
shall remain in full force and effect.

         1. Section 3.01 of the Restoration Plan ("Benefits") is hereby amended
by deleting the last two sentences thereof and substituting the following:

            Except as provided in Section 6.01, benefits under this section of
            the Plan will be paid only to the extent that the Participant meets
            the vesting requirements of the Retirement Plan, or the Ryder
            Retirement Plan, or both. Except as provided in Sections 6.02 and
            6.04, once the initial amount of benefit payable under this Plan has
            been determined, such amount will represent a fixed amount, not
            subject to future increases or decreases for any reason.

         2. Section 6.01 of the Restoration Plan is hereby amended in its
entirety to read as follows:

                 6.01 Vesting - In the event of a Change of Control as defined
            in Section 9.2(E)(1) of the Retirement Plan, as the same may
            hereafter be amended from time to time, each individual who is a
            Participant on the date of the Change of Control or who is a
            participant in the Retirement Plan on the date of the Change of
            Control and who becomes a Participant within two years following the
            date of the Change of Control, shall be 100% vested in his benefits
            under this Plan, including, without limitation, any benefits which
            accrue after the date of the Change of Control.

         3. Section 6.02 of the Restoration Plan is hereby amended by adding the
following new paragraph at the end thereof:

                 In the event a Participant terminates employment with the
            Company within two years following a Change of Control, the
            Participant shall be entitled to receive an additional immediate
            cash payment equal to (i) the actuarial value of the monthly
            benefits determined in accordance with the provisions of paragraphs



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            (a), (b) and (c) of this Section 6.02 as of the Participant's actual
            date of termination of employment before taking into account any
            benefits previously paid upon the Change of Control and reduced by
            (ii) the actuarial value of any benefits previously paid to the
            Participant. This additional lump sum payment will be adjusted in
            accordance with Section 6.03 to cover the Participant's tax
            liability. In the event a Participant terminates employment with the
            Company more than two years following a Change of Control, the
            Participant's benefit under the Plan shall be determined and paid in
            accordance with Article III as of the Participant's actual date of
            termination of employment before taking into account the benefits
            previously paid upon the Change of Control, and shall then be
            actuarially adjusted in accordance with Section 6.04 to reflect any
            benefits previously paid to the Participant upon the Change of
            Control.

         4. Section 6.04 of the Restoration Plan is hereby amended in its
entirety to read as follows:

                 6.04 No Duplication of Benefits - In the event these Change of
            Control provisions become applicable, any future benefits payable
            under this Plan to the Participant shall be actuarially adjusted to
            reflect the benefits paid under the provisions of this Article VI
            (without regard to tax adjustment payments made under Section 6.03).
            The purpose of this Section 6.04 is to avoid the duplication of
            benefit payments on behalf of a Participant.

         5. Article VI of the Restoration Plan is hereby amended by adding a new
Section 6.05 as follows:

                 6.05 Termination or Amendment Following Change of Control -
            Notwithstanding any provision of the Plan to the contrary, including
            without limitation Sections 4.02 and 4.03, for a period of two years
            following a Change of Control as defined in Section 9.2(E)(1) of the
            Retirement Plan, as the same may hereafter be amended from time to
            time, (i) the Plan may not be terminated, (ii) the provisions of
            Article VI may not be amended, and (iii) the Plan may not otherwise
            be amended in any manner that would adversely affect a Participant's
            existing or future benefit under the Plan without such Participant's
            written consent.


         EXECUTED this 16th day of April, 1999.

                                       AVIALL, INC.



                                       By /s/ Eric E. Anderson
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