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                                                                   EXHIBIT 10.1 

                                  AVIALL, INC.
                              AMENDED AND RESTATED
                              DIRECTORS STOCK PLAN
 
                                   SECTION I
 
                              PURPOSES OF THE PLAN
 
     The Aviall, Inc. Amended and Restated Directors Stock Plan (the "Plan") is
intended to enable Aviall, Inc. (the "Company") to attract and retain persons of
outstanding competence to serve as members of the Board of Directors of the
Company and to provide a direct link between Directors' compensation and
stockholder value.
 
                                   SECTION II
 
                           ADMINISTRATION OF THE PLAN
 
     A. Board -- The Plan shall be administered by the Board of Directors of the
Company or a duly authorized committee thereof (the Board of Directors of the
Company or any such committee being hereinafter referred to as the "Board").
Grants of stock to eligible participants under the Plan and the amount, nature
and timing of the grants shall be determined as set forth in Sections IV and V.
 
     B. Authority of the Board -- Subject to the limitations and restrictions
set forth in the Plan, the Board shall have full and final authority to
interpret the Plan; to prescribe, amend and rescind rules and regulations, if
any, relating to the Plan; and to make all determinations necessary or advisable
for the administration of the Plan. No member of the Board shall be liable for
anything done or omitted to be done by him or by any other member of the Board
in connection with the Plan, except for his own willful misconduct or gross
negligence. All decisions which are made by the Board with respect to
interpretation of the terms of the Plan and with respect to any questions or
disputes arising under the Plan shall be final and binding on the Company and
the participants, their heirs or beneficiaries.
 
     C. Acts of the Board -- A majority of the Board will constitute a quorum
and the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by all members of the Board
without a meeting, will be the acts of the Board.
 
                                  SECTION III
 
                           STOCK SUBJECT TO THE PLAN
 
     A. Common Stock -- The stock which is the subject of grants under the Plan
shall be the Company's Common Stock, par value $.01 per share ("Common Stock"),
which shares shall be subject to the terms, conditions and restrictions
described in the Plan.
 
     B. Maximum Number of Shares That May Be Granted -- There may be granted
under the Plan an aggregate of not more than eighty-seven thousand five hundred
(87,500) shares of Common Stock, subject to adjustment as provided in Section
VII hereof. Shares of Common Stock granted pursuant to the Plan may be either
authorized, but unissued, shares or reacquired shares, or both.
 
     C. Rights With Respect To Shares -- A Director to whom a grant of Common
Stock has been made shall have absolute beneficial ownership of the shares of
Common Stock granted to that Director, including the right to vote the shares
and to receive dividends thereunder; subject, however, to the terms, conditions
and restrictions described in the Plan, including, but not limited to, under
Section V. The certificate(s) for such shares shall be held by the Company (or
by an agent designated by the Secretary of the Company) for the Director's
benefit until the terms, conditions and restrictions lapse, whereupon the
certificates shall be delivered to the Director.
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                                   SECTION IV
 
                                 PARTICIPATION
 
     A. Directors -- Participation in the Plan shall be limited to persons who
serve as members of the Board of Directors of the Company and who, at the time
of grant, are not "employees" of the Company and/or any of its subsidiaries,
within the meaning of the Employee Retirement Income Security Act of 1974
("ERISA"). A Director who is an employee and who retires or resigns from
employment with the Company and/or any of its subsidiaries, but remains a
Director of the Company, shall become eligible to participate in the Plan at the
time of such termination of employment.
 
     B. Elections -- Any eligible Director may elect to participate in the Plan
and receive grants of Common Stock as set out in Paragraph C of this Section IV
by delivering to the Committee a written notice to such effect. Any such
election shall remain in effect until revoked by the participating Director by
delivering to the Board a written notice to such effect. An election shall be
made at least six (6) months prior to the Grant Date (as defined below), and
according to procedures established by the Board.
 
     C. Grants -- Each participating Director who has made an election to
participate in the Plan pursuant to Paragraph B of this Section IV shall be
eligible to receive annually, on the first New York Stock Exchange trading day
in July of each calendar year (the "Grant Date"), following such election, in
lieu of such Director's annual retainer for service as a director of the Company
(the "Annual Retainer") a grant of Common Stock. The number of shares of Common
Stock that shall be granted to participating Director will be the number of
whole shares which can be purchased for Thirty Thousand Dollars ($30,000.00)
(the "Share Value") based on the Fair Market Value of the shares on the Grant
Date. Fractional shares shall not be granted. "Fair Market Value" will be the
mean of the highest and lowest sale price for the Common Stock as reported on
the New York Stock Exchange Composite Transaction Reporting System on the Grant
Date.
 
     D. Adjustment of Share Value -- In the event that there shall be an
increase or decrease in the Annual Retainer, the Share Value shall adjust
automatically so that the ratio between the Annual Retainer and the Share Value
is maintained.
 
                                   SECTION V
 
                      TERMS AND CONDITIONS OF STOCK GRANTS
 
     A. Vesting -- Each grant of Common Stock to a participating Director in
accordance with the Plan shall be vested on the six-month anniversary of the
Grant Date, so long as the Director has served continuously as a director of the
Company during the intervening six-month period; provided, however, that a
participating Director who leaves the Board of Directors of the Company
following the completion of the term of service for which the Director was
elected prior to the end of such six-month period or whose service during such
six-month period was interrupted due to death or disability shall be vested in a
pro rata number of such shares. Except as described in the preceding sentence,
in the event a Director's service to the Company terminates before the shares
have vested, then all shares granted to such Director which have not vested
shall be cancelled and such shares shall be forfeited and retransferred to the
Company, with the Director having no further right or interest in such forfeited
and retransferred shares.
 
     B. Restrictions on Transfer -- Shares of Common Stock granted to a
participating Director may not be assigned, transferred, pledged, hypothecated
or otherwise disposed of (i) before they have vested in accordance with
Paragraph A of this Section V and (ii) until six (6) months after the
termination of the Director's service to the Company as a director.
 
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                                   SECTION VI
 
                    COMPLIANCE WITH LAW AND OTHER CONDITIONS
 
     A. Restrictions Upon Grant Of Common Stock -- The listing upon the New York
Stock Exchange, or any other stock exchange, or the registration or
qualification under any federal or state law of any shares of Common Stock to be
granted pursuant to the Plan may be necessary or desirable as a condition of, or
in connection with, such grant and, in any such event, delivery of the
certificates for such shares of Common Stock shall, if the Board, in its sole
discretion, shall determine, not be made until such listing, registration or
qualification shall have been completed.
 
     B. Restrictions Upon Resale Of Unregistered Stock -- If the issuances of
the shares of Common Stock that have been granted to a participating Director
pursuant to the terms of the Plan are not registered under the Securities Act of
1933, as amended, pursuant to an effective registration statement, such
Director, if the Board shall deem it advisable, may be required to represent and
agree in writing:
 
          (i) that any shares of Common Stock acquired by such Director pursuant
     to the Plan will not be sold, except pursuant to an effective registration
     statement under the Securities Act of 1933, as amended, or pursuant to an
     exemption from registration under such Act, and
 
          (ii) that such Director is acquiring such shares of Common Stock for
     his own account and not with a view to the distribution thereof.
 
                                  SECTION VII
 
                                   ADJUSTMENT
 
     The number of shares of Common Stock of the Company reserved for grants
under the Plan shall be subject to adjustment by the Board to reflect any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or similar event.
 
                                  SECTION VIII
 
                            MISCELLANEOUS PROVISIONS
 
     A. Nothing in the Plan shall be construed to give any Director of the
Company any right to a grant of Common Stock under the Plan unless all
conditions described within the Plan are met as determined in the sole
discretion of the Board.
 
     B. Neither the Plan, nor the granting of Common Stock nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain a Director for
any period of time. Nothing in the Plan shall in any manner be construed to
limit in any way the right of the Company or its stockholders to reelect or not
reelect or renominate or not renominate a participating Director.
 
     C. Any shares of Common Stock of the Company issued as a stock dividend, or
as a result of stock splits, combinations, exchanges of shares, reorganizations,
mergers, consolidations or otherwise with respect to shares of Common Stock
granted pursuant to the Plan shall have the same status and be subject to the
same restrictions as the shares granted.
 
     D. The costs and expenses of administering the Plan shall be borne by the
Company and not charged to any grant of Common Stock nor to any participating
Director.
 
     E. The Company may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation of any governmental authority, whether
federal, state or local, to withhold in connection with any event or action
under the plan.
 
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                                   SECTION IX
 
                                   AMENDMENT
 
     The Board may suspend or terminate the Plan at any time. In addition, the
Board may, from time to time, amend the Plan in any manner; provided however,
that the Board shall not amend Paragraph B of Section III to increase the total
number of shares of Common Stock that may be granted under the Plan without the
approval of the Company's stockholders. Notwithstanding the foregoing (i) an
adjustment increasing the total number of shares of Common Stock reserved for
grants under the Plan pursuant to Section VII shall not require stockholder
approval, and (ii) the suspension, termination or amendment of the Plan shall
not, without the consent of any participant involved, adversely affect rights
under a previous grant of Common Stock.
 
                                   SECTION X
 
                                 GOVERNING LAW
 
     The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Texas and construed accordingly.
 
                                   SECTION XI
 
                            APPROVAL BY STOCKHOLDERS
 
     The Plan was approved by the stockholders of the Company on June 13, 1997.
 
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