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                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                        OF

                              TRISTAR AEROSPACE CO.

        The undersigned Executive Vice President and Secretary of TriStar 
Aerospace Co., a Delaware corporation (the "Corporation"), hereby certifies 
the following:

        1.      (a)     The name of the Corporation is TriStar Aerospace Co.

                (b)     The date of filing of the original Certificate of 
Incorporation of the Corporation (the "Certificate of Incorporation") was 
August 21, 1996.  An amendment to the Certificate of Incorporation was filed 
on February 24, 1998, which changed the name of the Corporation from Maple 
Leaf Aerospace, Inc. to TriStar Aerospace Co. 

        2.      This Amended and Restated Certificate of Incorporation amends 
and restates the Certificate of Incorporation, as amended.

        3.      This Amended and Restated Certificate of Incorporation has 
been duly adopted by the directors of the Corporation on February 11, 1998 
and by the written consent of the stockholders of the Corporation entitled to 
vote thereon in accordance with the provisions of Sections 242 and 245 of the 
General Corporation Law of the State of Delaware ("DGCL").

        4.      The Certificate of Incorporation, as amended and restated 
hereby, shall upon its filing with the Secretary of State of the State of 
Delaware, read in its entirety as follows:

                                 ARTICLE I

        The name of the Corporation is TriStar Aerospace Co.

                                 ARTICLE II

        The registered office of the Corporation in the State of Delaware is 
located at Corporation Trust Center, 1209 Orange Street, in the City of 
Wilmington, County of New Castle.  The name of the registered agent of the 
Corporation at such address is The Corporation Trust Company.

                               ARTICLE III

        The purpose for which the Corporation is organized is to engage in 
any and all lawful acts and activity for which corporations may be organized 
under the DGCL.  The Corporation will have perpetual existence.

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                                ARTICLE IV

        The total number of shares of capital stock which the Corporation 
shall have authority to issue is 50,000,000 shares, consisting of:

        (i)     10,000,000 shares of preferred stock, par value $.01 
per share ("Preferred Stock"); and 

        (ii)    40,000,000 shares of common stock, par value $.01 per 
share ("Common Stock").

        The designations and the powers, preferences, rights, qualifications, 
limitations, and restrictions of the Preferred Stock and the Common Stock are 
as follows:

         1.     Provisions Relating to the Preferred Stock.

        (a)     The Preferred Stock may be issued from time to time in one or 
more classes or series, the shares of each class or series to have such 
designations and powers, preferences, and rights, and qualifications, 
limitations, and restrictions thereof, as are stated and expressed herein and 
in the resolution or resolutions providing for the issue of such class or 
series adopted by the board of directors of the Corporation as hereafter 
prescribed.

        (b)     Authority is hereby expressly granted to and vested in the 
board of directors of the Corporation to authorize the issuance of the 
Preferred Stock from time to time in one or more classes or series, and with 
respect to each class or series of the Preferred Stock, to fix and state by 
the resolution or resolutions from time to time adopted providing for the 
issuance thereof the following:

                      (i)       whether or not the class or series is to have 
                 voting rights, full, special, or limited, or is to be 
                 without voting rights, and whether or not such class or 
                 series is to be entitled to vote as a separate class either 
                 alone or together with the holders of one or more other 
                 classes or series of stock;

                      (ii)      the number of shares to constitute the class 
                 or series and the designations thereof;

                      (iii)     the preferences, and relative, participating, 
                 optional, or other special rights, if any, and the 
                 qualifications, limitations, or restrictions thereof, if 
                 any, with respect to any class or series;

                      (iv)      whether or not the shares of any class or 
                 series shall be redeemable at the option of the Corporation 
                 or the holders thereof or upon the happening of any 
                 specified event, and, if redeemable, the redemption price or 
                 prices (which may be payable in the form of cash, notes, 
                 securities, or other property), and the time or times at 
                 which, and the terms


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                 and conditions upon which, such shares shall be redeemable 
                 and the manner of redemption;

                      (v)       whether or not the shares of a class or 
                 series shall be subject to the operation of retirement or 
                 sinking funds to be applied to the purchase or redemption of 
                 such shares for retirement, and, if such retirement or 
                 sinking fund or funds are to be established, the annual 
                 amount thereof, and the terms and provisions relative to the 
                 operation thereof;

                      (vi)      the dividend rate, whether dividends are 
                 payable in cash, stock of the Corporation, or other 
                 property, the conditions upon which and the times when such 
                 dividends are payable, the preference to or the relation to 
                 the payment of dividends payable on any other class or 
                 classes or series of stock, whether or not such dividends 
                 shall be cumulative or noncumulative, and if cumulative, the 
                 date or dates from which such dividends shall accumulate;

                      (vii)     the preferences, if any, and the amounts 
                 thereof which the holders of any class or series thereof 
                 shall be entitled to receive upon the voluntary or 
                 involuntary dissolution of, or upon any distribution of the 
                 assets of, the Corporation;

                      (viii)    whether or not the shares of any class or 
                 series, at the option of the Corporation or the holder 
                 thereof or upon the happening of any specified event, shall 
                 be convertible into or exchangeable for, the shares of any 
                 other class or classes or of any other series of the same or 
                 any other class or classes of stock, securities, or other 
                 property of the Corporation and the conversion price or 
                 prices or ratio or ratios or the rate or rates at which such 
                 exchange may be made, with such adjustments, if any, as 
                 shall be stated and expressed or provided for in such 
                 resolution or resolutions; and

                      (ix)      such other special rights and protective 
                 provisions with respect to any class or series as may to the 
                 board of directors of the Corporation seem advisable.
        
        (c)     The shares of each class or series of the Preferred Stock may 
vary from the shares of any other class or series thereof in any or all of 
the foregoing respects.  The board of directors of the Corporation may 
increase the number of shares of the Preferred Stock designated for any 
existing class or series by a resolution adding to such class or series 
authorized and unissued shares of the Preferred Stock not designated for any 
other class or series.  The board of directors of the Corporation may 
decrease the number of shares of the Preferred Stock designated for any 
existing class or series by a resolution subtracting from such class or 
series authorized and unissued shares of the Preferred Stock designated for 
such existing class or series, and the shares so subtracted shall become 
authorized, unissued, and undesignated shares of the Preferred Stock.


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        2.      Provisions Relating to the Common Stock.

                (a)     Each share of Common Stock of the Corporation shall 
have identical rights and privileges in every respect.  The holders of shares 
of Common Stock shall be entitled to vote upon all matters submitted to a 
vote of the stockholders of the Corporation and shall be entitled to one vote 
for each share of Common Stock held.

                (b)     Subject to the prior rights and preferences, if any, 
applicable to shares of the Preferred Stock or any series thereof, the 
holders of shares of the Common Stock shall be entitled to receive such 
dividends (payable in cash, stock, or otherwise) as may be declared thereon 
by the board of directors at any time and from time to time out of any funds 
of the Corporation legally available therefor.

                (c)     In the event of any voluntary or involuntary 
liquidation, dissolution, or winding-up of the Corporation, after 
distribution in full of the preferential amounts, if any, to be distributed 
to the holders of shares of the Preferred Stock or any series thereof, the 
holders of shares of the Common Stock shall be entitled to receive all of the 
remaining assets of the Corporation available for distribution to its 
stockholders, ratably in proportion to the number of shares of the Common 
Stock held by them.  A liquidation, dissolution, or winding-up of the 
Corporation, as such terms are used in this Paragraph (c), shall not be 
deemed to be occasioned by or to include any consolidation or merger of the 
Corporation with or into any other corporation or corporations or other 
entity or a sale, lease, exchange, or conveyance of all or a part of the 
assets of the Corporation.

        3.      General.

                (a)     Subject to the foregoing provisions of this 
Certificate of Incorporation, the Corporation may issue shares of its 
Preferred Stock and Common Stock from time to time for such consideration 
(not less than the par value thereof) as may be fixed by the board of 
directors of the Corporation, which is expressly authorized to fix the same 
in its absolute and uncontrolled discretion subject to the foregoing 
conditions.  Shares so issued for which the consideration shall have been 
paid or delivered to the Corporation shall be deemed fully paid stock and 
shall not be liable to any further call or assessment thereon, and the 
holders of such shares shall not be liable for any further payments in 
respect of such shares. 

                (b)     The Corporation shall have authority to create and 
issue rights and options entitling their holders to purchase shares of the 
Corporation's capital stock of any class or series or other securities of the 
Corporation, and such rights and options shall be evidenced by instruments 
approved by the board of directors of the Corporation.  The board of 
directors of the Corporation shall be empowered to set the exercise price, 
duration, times for exercise, and other terms of such options or rights; 
PROVIDED, HOWEVER, that the consideration to be received for any shares of 
capital stock subject thereto shall not be less than the par value thereof.


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                                 ARTICLE V

        For the management of the business and for the conduct of the affairs 
of the Corporation, and for further definition, limitation and regulation of 
the powers of the Corporation and its directors and stockholders:

        1.      Except as otherwise fixed by or pursuant to provisions 
hereof relating to the rights of the holders of any class or series of 
stock having a preference over common stock as to dividends or upon 
liquidation to elect additional directors under specified 
circumstances, the number of directors of the Corporation shall be 
between six (6) and twelve (12) directors, the exact number fixed from 
time to time by affirmative vote of a majority of the directors then 
in office.  The directors, other than those who may be elected by the 
holders of any classes or series of stock having a preference over the 
common stock as to dividends or upon liquidation, shall be classified, 
with respect to the time for which they severally hold office, into 
three classes, as nearly equal in number as possible, as shall be 
provided in the manner specified in the Bylaws of the Corporation, one 
class to be originally elected for a term expiring at the annual 
meeting of stockholders to be held in 1999, another class to be 
originally elected for a term expiring at the annual meeting of 
stockholders to be held in 2000, and another class to be originally 
elected for a term expiring at the annual meeting of stockholders to 
be held in 2001, with each class to hold office until its successor is 
elected and qualified.  At each annual meeting of the stockholders of 
the Corporation after fiscal year 1998, the successors of the class of 
Directors whose term expires at that meeting shall be elected to hold 
office for a term expiring at the annual meeting of stockholders held 
in the third year following the year of their election.

        2.      Except as otherwise fixed by or pursuant to provisions 
hereof relating to the rights of the holders of any class or series of 
stock having a preference over common stock as to dividends or upon 
liquidation to elect additional directors under specified 
circumstances, newly created directorships resulting from any increase 
in the number of directors and any vacancies on the board of directors 
resulting from death, resignation, disqualification, removal or other 
cause shall be filled by the affirmative vote of a majority of the 
remaining directors then in office, even though less than a quorum of 
the board of directors.  Any director elected in accordance with the 
preceding sentence shall hold office for the remainder of the full 
term of the class of directors in which the new directorship was 
created or the vacancy occurred and until such director's successor 
shall have been elected and qualified. No decrease in the number of 
directors constituting the board of directors shall shorten the term 
of any incumbent director.

                            ARTICLE VI

        The board of directors of the Corporation may adopt, amend, and 
repeal the Bylaws of the Corporation by the affirmative vote of a majority of 
the directors then holding office.  The holders of the outstanding Common 
Stock and any outstanding shares of Preferred Stock entitled to vote on 
matters presented to a vote of stockholders, voting together as a class, may 
adopt, amend and repeal any provision of the Bylaws upon the affirmative vote 
of at least seventy-five percent (75%) of such shares; provided 


                                       5

<PAGE>


however, that at least fifty percent (50%) of such shares may adopt, amend or 
repeal any provision of the Bylaws which has been submitted for a vote to the 
holders of such shares upon the recommendation by the board of directors that 
such adoption, amendment or repeal be approved.

                               ARTICLE VII

        No contract or transaction between the Corporation and one or more of 
its directors, officers, or stockholders or between the Corporation and any 
person (as used herein "person" means other corporation, partnership, 
association, firm, trust, joint venture, political subdivision, or 
instrumentality) or other organization in which one or more of its directors, 
officers, or stockholders are directors, officers, or stockholders, or have a 
financial interest, shall be void or voidable solely for this reason, or 
solely because the director or officer is present at or participates in the 
meeting of the board or committee which authorizes the contract or 
transaction, or solely because his, her, or their votes are counted for such 
purpose, if:  (i) the material facts as to his or her relationship or 
interest and as to the contract or transaction are disclosed or are known to 
the board of directors or the committee, and the board of directors or 
committee in good faith authorizes the contract or transaction by the 
affirmative votes of a majority of the disinterested directors, even though 
the disinterested directors be less than a quorum; or (ii) the material facts 
as to his or her relationship or interest and as to the contract or 
transaction are disclosed or are known to the stockholders entitled to vote 
thereon, and the contract or transaction is specifically approved in good 
faith by vote of the stockholders; or (iii) the contract or transaction is 
fair as to the Corporation as of the time it is authorized, approved, or 
ratified by the board of directors, a committee thereof, or the stockholders. 
Common or interested directors may be counted in determining the presence of 
a quorum at a meeting of the board of directors or of a committee which 
authorizes the contract or transaction.

                               ARTICLE VIII

        The Corporation shall indemnify any person who was, is, or is 
threatened to be made a party to a proceeding (as hereinafter defined) by 
reason of the fact that he or she (i) is or was a director or officer of the 
Corporation or (ii) while a director or officer of the Corporation, is or was 
serving at the request of the Corporation as a director, officer, partner, 
venturer, proprietor, trustee, employee, agent, or similar functionary of 
another foreign or domestic corporation, partnership, joint venture, sole 
proprietorship, trust, employee benefit plan, or other enterprise, to the 
fullest extent permitted under the DGCL, as the same exists or may hereafter 
be amended (but, if permitted by applicable law, in the case of any such 
amendment, only to the extent that such amendment permits the Corporation to 
provide broader indemnification rights than said law permitted the 
Corporation to provide prior to such amendment) or any other applicable laws 
as presently or hereafter in effect; provided however, that the Corporation 
shall indemnify any such person seeking indemnification in connection with a 
proceeding (or part thereof) initiated by such person only if such proceeding 
(or part thereof) was authorized by the board of directors or is a proceeding 
to enforce such person's claim to indemnification pursuant to the rights 
granted by this Article VIII.  Such right shall be a


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contract right and as such shall run to the benefit of any director or 
officer who is elected and accepts the position of director or officer of the 
Corporation or elects to continue to serve as a director or officer of the 
Corporation while this Article VIII is in effect.  Any repeal or amendment of 
this Article VIII shall be prospective only and shall not limit the rights of 
any such director or officer or the obligations of the Corporation with 
respect to any claim arising from or related to the services of such director 
or officer in any of the foregoing capacities prior to any such repeal or 
amendment to this Article VIII.  Such right shall include the right to be 
paid by the Corporation expenses (including legal fees) incurred in defending 
any such proceeding in advance of its final disposition to the maximum extent 
permitted under the DGCL, as the same exists or may hereafter be amended.  If 
a claim for indemnification or advancement of expenses hereunder is not paid 
in full by the Corporation within sixty (60) days after a written claim has 
been received by the Corporation, the claimant may at any time thereafter 
bring suit against the Corporation to recover the unpaid amount of the claim, 
and if successful in whole or in part, the claimant shall also be entitled to 
be paid the expenses of prosecuting such claim.  It shall be a defense to any 
such action that such indemnification or advancement of costs of defense are 
not permitted under the DGCL, but the burden of proving such defense shall be 
on the Corporation.  Neither the failure of the Corporation (including its 
board of directors or any committee thereof, independent legal counsel, or 
stockholders) to have made its determination prior to the commencement of 
such action that indemnification of, or advancement of costs of defense to, 
the claimant is permissible in the circumstances nor an actual determination 
by the Corporation (including its board of directors or any committee 
thereof, independent legal counsel, or stockholders) that such 
indemnification or advancement is not permissible shall be a defense to the 
action or create a presumption that such indemnification or advancement is 
not permissible.  In the event of the death of any person having a right of 
indemnification under the foregoing provisions, such right shall inure to the 
benefit of his or her heirs, executors, administrators, and personal 
representatives.  The rights conferred above shall not be exclusive of any 
other right which any person may have or hereafter acquire under any statute, 
bylaw, resolution of stockholders or directors, agreement, or otherwise.

        The Corporation may additionally indemnify any employee or agent of 
the Corporation to the fullest extent permitted by law.

        As used herein, the term "proceeding" means any threatened, pending, 
or completed action, suit, or proceeding, whether civil, criminal, 
administrative, arbitrative, or investigative, any appeal in such an action, 
suit, or proceeding, and any inquiry or investigation that could lead to such 
an action, suit, or proceeding.

                             ARTICLE IX

        A director of the Corporation shall not be personally liable to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as a director, except for liability (i) for any breach of the director's 
duty of loyalty to the Corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve intentional misconduct or knowing 
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any 
transaction from which the director derived an improper personal benefit.  Any 
repeal


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or amendment of this Article IX by the stockholders of the Corporation shall 
be prospective only, and shall not adversely affect any limitation on the 
personal liability of a director of the Corporation arising from an act or 
omission occurring prior to the time of such repeal or amendment.  In 
addition to the circumstances in which a director of the Corporation is not 
personally liable as set forth in the foregoing provisions of this Article 
IX, a director shall not be liable to the Corporation or its stockholders to 
such further extent as permitted by any law hereafter enacted, including 
without limitation any subsequent amendment to the DGCL.

                             ARTICLE X

        Any action required or permitted to be taken by the stockholders of 
the Corporation must be effected at a duly called annual or special meeting 
of such holders and may not be effected by written consent.  At any annual 
meeting or special meeting of stockholders of the Corporation, only such 
business shall be conducted as shall have been brought before such meeting in 
the manner provided by the Bylaws of the Corporation.

                            ARTICLE XI

        This Restated Certificate of Incorporation may only be amended upon 
the approval and recommendation of the board of directors and the subsequent 
approval by a majority of the shares of outstanding Common Stock and any 
outstanding shares of Preferred Stock entitled to vote on matters presented 
to a vote of stockholders, voting together as a class; provided however, that 
at least seventy-five percent (75%) of the shares of outstanding Common Stock 
and any outstanding shares of Preferred Stock entitled to vote on matters 
presented to a vote of stockholders, voting together as a class, shall be 
required to amend or repeal the provisions contained in Articles V, VI, X or 
this Article XI, or to adopt any provisions inconsistent with such Articles.

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        IN WITNESS WHEREOF, the Corporation has caused this Amended and 
Restated Certificate of Incorporation to be signed by its Secretary on the 
___ day of April, 1998.

                                     /s/ DOUGLAS CHILDRESS
                                     --------------------------------------
                                     Douglas Childress
                                     Executive Vice President and Secretary


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