Exhibit 4.8


                               BE AEROSPACE, INC.
                        1994 Employee Stock Purchase Plan
                  (Amended and Restated as of January 19, 2000)


SECTION 1. PURPOSE OF PLAN

         This document amends and restates the BE Aerospace, Inc. 1994 Employee
Stock Purchase Plan (the "Plan") as of January 19, 2000. The Plan is intended to
provide a method by which eligible employees of BE Aerospace, Inc. ("BE
Aerospace") and of such of BE Aerospace's subsidiaries as BE Aerospace's Board
of Directors (the "Board of Directors") may from time to time designate (such
subsidiaries, together with BE Aerospace, being hereinafter referred to as the
"Company") may use voluntary, systematic payroll deductions to purchase shares
of the Common Stock of BE Aerospace (the "Stock") and thereby acquire an
interest in the future of the Company. For purposes of the Plan, a "subsidiary"
is any corporation in which BE Aerospace owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all classes of
stock.


SECTION 2. OPTIONS TO PURCHASE STOCK

         Under the Plan, there is available an aggregate of not more than
1,000,000 shares of Stock (subject to adjustment as provided in Section 15) for
sale pursuant to the exercise of options ("Options") granted under the Plan to
employees of the Company ("Employees") who meet the eligibility requirements set
forth in Section 3 hereof ("Eligible Employees"). The Stock to be delivered upon
exercise of Options under the Plan may be either shares of authorized but
unissued Stock or shares of reacquired Stock, as the Board of Directors may
determine.


SECTION 3. ELIGIBLE EMPLOYEES

         Except as otherwise provided below, each individual who is an Employee
of the Company, who has a customary working schedule of at least 20 hours per
week, and who has been an Employee for at least 90 days will be eligible to
participate in the Plan.

         (a) Any Employee who immediately after the grant of an Option to him or
her would (in accordance with the provisions of Sections 423 and 424(d) of the
Internal Revenue Code of 1986, as amended (the "Code")) own stock possessing 5%
or more of the total combined voting power or value of all classes of stock of
the employer corporation or of its parent or subsidiary corporations, as defined
in Section 424 of the Code, will not be eligible to receive an Option to
purchase Stock pursuant to the Plan.



<PAGE>


         (b) No Employee will be granted an Option under the Plan which would
permit his or her rights to purchase shares of Stock under all employee stock
purchase plans of the Company and parent and subsidiary corporations to accrue
at a rate which exceeds $25,000 in fair market value of such Stock (determined
at the time the Option is granted) for each calendar year during which any such
Option granted to such Employee is outstanding at any time, as provided in
Sections 423 and 424(d) of the Code.


SECTION 4. METHOD OF PARTICIPATION

         Each of the periods during which this Plan remains in effect is
hereinafter referred to as an "Option Period". Option Periods shall be of
six-months duration. Each person who will be an Eligible Employee on the first
day of an Option Period may elect to participate in the Plan by executing and
delivering, at least 15 days prior to such day, a payroll deduction
authorization in accordance with Section 5. Such Employee will thereby become a
participant ("Participant") for such Option Period and for each subsequent
consecutive Option Period, subject to Section 5.


SECTION 5. PAYROLL DEDUCTION

         The payroll deduction authorization will request withholding at a rate
(in whole percentages) of not less than 2% nor more than 15% from the
Participant's Compensation by means of equal payroll deductions over the Option
Period. The payroll deduction authorization will remain in effect for
consecutive subsequent Option Periods unless changed or revoked by the
Participant pursuant to this Section 5. For purposes of the Plan, "Compensation"
will mean all compensation paid to the Participant by the Company and currently
includible in his or her income, including bonuses, commissions and other
amounts includible in the definition of compensation provided in the Treasury
Regulations promulgated under Section 415 of the Code, plus any amount that
would be so included but for the fact that it was contributed to a qualified
plan pursuant to an elective deferral under Section 401(k) of the Code or
contributed under a salary reduction agreement pursuant to Section 125 of the
Code, but not including payments under stock option plans and other employee
benefit plans or any other amounts excluded from the definition of compensation
provided in the Treasury Regulations under Section 415 of the Code. A
Participant may reduce the withholding rate of his or her payroll deduction
authorization by one or more whole percentage points (but not to below 2%) at
any time during an Option Period by delivering written notice to the Company,
such reduction to take effect prospectively as soon as practicable following
receipt of such notice by the Company. A Participant may increase or reduce the
withholding rate of his or her payroll deduction authorization for a future
Option Period, or cease participation entirely for a future Option Period, by
written notice delivered to the Company at least 15 days prior to the first day
of the Option Period as to which the change is to be effective. All amounts
withheld in accordance with a Participant's payroll deduction authorization will
be credited to a withholding account for such Participant.


                                        2


<PAGE>


SECTION 6. GRANT OF OPTIONS

         Each person who is a Participant on the first day of an Option Period
will, as of such day, be granted an Option for such Period. Such Option will be
for the number of whole shares (not in excess of the share maximum as
hereinafter defined) of Stock to be determined by dividing (i) the balance in
the Participant's withholding account on the last day of the Option Period, by
(ii) the purchase price per share of the Stock determined under Section 7. For
purposes of the preceding sentence, the share maximum with respect to any Option
for any Option Period shall be the largest whole number of shares which, when
multiplied by the fair market value of a share of Stock at the beginning of the
Option Period, produces a dollar amount of $12,500 or less. The number of shares
of Stock receivable by each Participant upon exercise of his or her Option for
an Option Period will be reduced, on a substantially proportionate basis, in the
event that the number of shares then available under the Plan is otherwise
insufficient.


SECTION 7. PURCHASE PRICE

         The purchase price of Stock issued pursuant to the exercise of an
Option will be 85% of the fair market value of the Stock at (a) the time of
grant of the Option or (b) the time at which the Option is deemed exercised,
whichever is less. Fair market value on any given day will mean the Closing
Price of the Stock on such day (or, if there was no Closing Price on such day,
the latest day prior thereto on which there was a Closing Price). The "Closing
Price" of the Stock on any business day will be the last sale price as reported
on the principal market on which the Stock is traded or, if no last sale is
reported, then the mean between the highest bid and lowest asked prices on that
day. A good faith determination by the Board of Directors as to fair market
value shall be final and binding.


SECTION 8. EXERCISE OF OPTIONS

         Each Employee who is a Participant in the Plan on the last day of an
Option Period will be deemed to have exercised on the last day of the Option
Period the Option granted to him or her for that Option Period. Upon such
exercise, the balance of the Participant's withholding account will be applied
to the purchase of the number of whole shares of Stock determined under Section
6 and as soon as practicable thereafter certificates for said shares will be
issued and delivered to the Participant. In the event that the balance of the
Participant's withholding account following an Option Period is in excess of the
total purchase price of the shares so issued, the balance of the account shall
be returned to the Participant; provided, however, that if the balance left in
the account consists solely of an amount equal to the value of a fractional
share it will be retained in the withholding account and carried over to the
next Option Period. The entire balance of the Participant's withholding account
following the final Option Period shall be returned to the Participant. No
fractional shares will be issued hereunder.


                                        3


<PAGE>


         Notwithstanding anything herein to the contrary, BE Aerospace's
obligation to issue and deliver shares of Stock under the Plan is subject to the
approval required of any governmental authority in connection with the
authorization, issuance, sale or transfer of said shares, to any requirements of
any national securities exchange applicable thereto, and to compliance by the
Company with other applicable legal requirements in effect from time to time,
including without limitation any applicable tax withholding requirements.


SECTION 9. INTEREST

         No interest will be payable on withholding accounts.


SECTION 10. CANCELLATION AND WITHDRAWAL

         A Participant who holds an Option under the Plan may at any time prior
to exercise thereof under Section 8 cancel such Option as to all (but not less
than all) the Shares subject or to be subject to such Option by written notice
delivered to the Company. Upon such cancellation, the balance in his or her
withholding account will be returned to him or her.

         A Participant may terminate his or her payroll deduction authorization
as of any date by written notice delivered to the Company and will thereby cease
to be a Participant as of such date. Any Participant who voluntarily terminates
his or her payroll deduction authorization prior to the last business day of an
Option Period will be deemed to have canceled his or her Option.

         Any Participant who cancels an Option or terminates his or her payroll
deduction authorization may, as of the beginning of a subsequent Option Period,
again become a Participant in accordance with Section 4; provided, however, that
any such Participant who is at the time subject to the provisions of Section 16
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), may not
again become a Participant until at least six months have elapsed after the date
on which he or she ceased to be a Participant.


SECTION 11. TERMINATION OF EMPLOYMENT

         Subject to Section 12, upon the termination of a Participant's service
with the Company for any reason, he or she will cease to be a Participant, and
any Option held by such Participant under the Plan will be deemed canceled, the
balance of his or her withholding account will be returned to him or her, and he
or she will have no further rights under the Plan. Notwithstanding the
foregoing, in the event that an Employee ceases to be a Participant either (a)
as a result of the sale or other disposition by the Company of substantially all
of the assets used by the division of the Company in which the Participant was
employed, or (b) by reason of a sale or other disposition by the Company of its
interest in a subsidiary by which the Participant was employed,


                                        4


<PAGE>


such Employee will no longer be eligible to make any additional contributions as
of the date of cessation of employment ("Cessation Date"); provided, however,
that unless the Participant cancels the Option pursuant to Section 10 hereof,
the balance of the Participant's withholding account shall be applied to the
purchase of shares, in accordance with Section 8 hereof, on the last day of the
Option Period immediately following his or her Cessation Date if and only if the
last day of such Option Period occurs no later than ninety (90) days from his or
her Cessation Date. If, however, the last day of the subsequent Option Period
occurs more than ninety (90) days after the Participant's Cessation Date, then
his or her withholding account will be returned to him or her, and he or she
will have no further rights under the Plan.


SECTION 12. DEATH OF PARTICIPANT

         A Participant may file a written designation of beneficiary specifying
who is to receive any Stock and/or cash credited to the Participant under the
Plan in the event of the Participant's death, which designation will also
provide for the election by the Participant of either (i) cancellation of the
Participant's Option upon his or her death, as provided in Section 10 or (ii)
application as of the last day of the Option Period of the balance of the
deceased Participant's withholding account at the time of death to the exercise
of his or her Option, pursuant to Section 8 of the Plan. In the absence of a
valid election otherwise, the death of a Participant will be deemed to effect a
cancellation of his or her Option. A designation of beneficiary and election may
be changed by the Participant at any time, by written notice. In the event of
the death of a Participant and receipt by BE Aerospace of proof of the identity
and existence at the Participant's death of a beneficiary validly designated by
him or her under the Plan, BE Aerospace will deliver to such beneficiary such
Stock and/or cash to which the beneficiary is entitled under the Plan. Where the
Participant has elected option (ii) above but there is no surviving designated
beneficiary, BE Aerospace will deliver such Stock and/or cash to the executor or
administrator of the estate of the Participant. No beneficiary will, prior to
the death of the Participant by whom he or she has been designated, acquire any
interest in any Stock or cash credited to the Participant under the Plan.


SECTION 13. PARTICIPANT'S RIGHTS NOT TRANSFERABLE

         All Participants will have the same rights and privileges under the
Plan. Each Participant's rights and privileges under any Option may be
exercisable during his or her lifetime only by him or her, and may not be sold,
pledged, assigned, or transferred in any manner. In the event any Participant
violates the terms of this Section, any Option held by him or her may be
terminated by the Company and upon return to the Participant of the balance of
his or her withholding account, all his or her rights under the Plan will
terminate.


                                        5


<PAGE>


SECTION 14. EMPLOYMENT RIGHTS

         Nothing contained in the provisions of the Plan will be construed to
give to any Employee the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Employee at any time.
The loss of existing or potential profit in Options will not constitute an
element of damages in the event of termination of employment for any reason,
even if the termination is in violation of an obligation to the Participant.


SECTION 15. CHANGE IN CAPITALIZATION

         In the event of any change in the outstanding Stock of BE Aerospace by
reason of a stock dividend, split-up, recapitalization, merger, consolidation,
reorganization, or other capital change, after the effective date of this Plan,
the aggregate number of shares available under the Plan, the number of shares
under Options granted but not exercised, and the Option price will be
appropriately adjusted.


SECTION 16. ADMINISTRATION OF PLAN

         The Plan will be administered by the Benefits Committee of the Board of
Directors, which will have the right to determine any questions which may arise
regarding the interpretation and application of the provisions of the Plan and
to make, administer, and interpret such rules and regulations as it deems
necessary or advisable. The Benefits Committee's determinations hereunder shall
be final and binding.


SECTION 17. AMENDMENT AND TERMINATION OF PLAN

         BE Aerospace reserves the right at any time or times to amend the Plan
to any extent and in any manner it may deem advisable by vote of the Board of
Directors; provided, however, that any amendment relating to the aggregate
number of shares which may be issued under the Plan (other than an adjustment
provided for in Section 15) or to the Employees (or class of Employees) eligible
to receive Options under the Plan will have no force or effect unless it is
approved by the shareholders within twelve months before or after its adoption.

         The Plan shall terminate automatically following the end of the second
Option Period beginning in 2003; provided, however, that the Board of Directors
in its discretion may extend the Plan for one or more Option Periods. The Plan
may be earlier suspended or terminated by the Board of Directors, but no such
suspension or termination will adversely affect the rights and privileges of
holders of outstanding Options. The Plan will terminate in any case when all or
substantially all the Stock reserved for the purposes of the Plan has been
purchased.


                                        6


<PAGE>


SECTION 18. APPROVAL OF SHAREHOLDERS

         The Plan was initially approved by the shareholders of BE Aerospace on
August 11, 1994 with respect to 500,000 shares of Stock. With respect to the
remaining 500,000 shares of Stock, this plan is subject to approval by the
shareholders of BE Aerospace prior to January 19, 2001, the date that is twelve
months following the date that the Plan was amended by the Board of Directors to
increase the number of outstanding shares of Common Stock by 500,000 to
1,000,000. If approval of the shareholders is not obtained prior to January 19,
2001, the Plan will have no force and effect with regard to such additional
shares.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf the 19th day of January, 2000.

                                        BE AEROSPACE, INC.

                                        By:/s/    Jeffrey P. Holtzman
                                           -------------------------------------
                                           Name:  Jeffrey P. Holtzman
                                           Title: Vice President, Treasurer and
                                                  Assistant Secretary




















                                        7