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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

Amendment No. 1



(Mark One)



x QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2003



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from  to



Commission file number 1-12380



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AVIALL, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 65-0433083                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|2750 Regent Boulevard DFW Airport, Texas                       |  | 75261-9048                          
|(Address of principal executive offices)                       |  | (Zip Code)                          



(972) 586-1000

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ̈



The number of shares of common stock, par value $0.01 per share, outstanding at August 4, 2003 was 31,428,632.

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PART IFINANCIAL INFORMATION



The following table amends and restates in its entirety the first table under Item 2: Managements Discussion and Analysis of
Financial Condition and Results of Operations  Liquidity and Capital Resources  Debt Covenants in Part I  Financial Information of its quarterly report on Form 10-Q for the quarterly period ended June 30, 2003.



|(In thousands)                             |  | Third quarter 2002 |        | Fourth quarter 2002 |        |   | First quarter 2003 |        |   | Second quarter 2003 |        |   | Total |       
|------------------------------------------ |  | ------------------ | ------ | ------------------- | ------ | - | ------------------ | ------ | - | ------------------- | ------ | - | ----- | ------
|Net earnings (loss)                        |  | $                  | 6,922  |                     | 10,449 |   |                    | 7,170  |   |                     | (3,964 | ) |       | 20,577
|Earnings from discontinued operations      |  |                    |       |                     | (3,026 | ) |                    |       |   |                     |       |   |       | (3,026
|                                           |  |                    |        |                     |        |   |                    |        |   |                     |        |   |       |       
|Earnings (loss) from continuing operations |  |                    | 6,922  |                     | 7,423  |   |                    | 7,170  |   |                     | (3,964 | ) |       | 17,551
|Plus:                                      |  |                    |        |                     |        |   |                    |        |   |                     |        |   |       |       
|Income tax expense (benefit)               |  |                    | 3,510  |                     | 2,146  |   |                    | 4,064  |   |                     | (2,395 | ) |       | 7,325 
|Interest and related expense (1)           |  |                    | 5,600  |                     | 5,735  |   |                    | 5,863  |   |                     | 22,923 |   |       | 40,121
|Depreciation and amortization expense      |  |                    | 3,189  |                     | 3,129  |   |                    | 3,449  |   |                     | 3,532  |   |       | 13,299
|                                           |  |                    |        |                     |        |   |                    |        |   |                     |        |   |       |       
|EBITDA                                     |  |                    | 19,221 |                     | 18,433 |   |                    | 20,546 |   |                     | 20,096 |   |       | 78,296
|Noncash (gains) losses                     |  |                    | 95     |                     | (221   | ) |                    | (328   | ) |                     | (534   | ) |       | (988  
|                                           |  |                    |        |                     |        |   |                    |        |   |                     |        |   |       |       
|Adjusted EBITDA                            |  | $                  | 19,316 |                     | 18,212 |   |                    | 20,218 |   |                     | 19,562 |   |       | 77,308
|                                           |  |                    |        |                     |        |   |                    |        |   |                     |        |   |       |       

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|(1) |  | Interest and related expense includes the loss on extinguishment of debt in the quarter ended June 30, 2003.
|--- |  | ------------------------------------------------------------------------------------------------------------



PART IIOTHER INFORMATION



Item 6: Exhibits and Reports on Form 8-K



(a) Exhibits



|ExhibitNo. |  | Description                                                                                               
|---------- |  | ----------------------------------------------------------------------------------------------------------
|           | 
|31.1       |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|           | 
|31.2       |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934



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SIGNATURES



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 thereunto duly authorized.



|                |  |  |  | AVIALL, INC.
|--------------- |  |  |  | ------------
|                |  |  | 
|August 21, 2003 |  |  |  | By:         
|                |  |  |  |             



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INDEX TO EXHIBITS



|ExhibitNo. |  | Description                                                                                               
|---------- |  | ----------------------------------------------------------------------------------------------------------
|           | 
|31.1       |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|           | 
|31.2       |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934



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