EXHIBIT 10.2

                                 AMENDMENT NO. 3
                            Dated as of July 7, 1997
                                       to
                      AMENDED AND RESTATED CREDIT AGREEMENT
                            Dated as of June 26, 1996

     This Amendment No. 3 ("Amendment") dated as of July 7, 1997 is entered into
among AVIATION SALES OPERATING COMPANY, a Delaware corporation ("Borrower") and
the "Lenders" (as defined in the Credit Agreement identified below) signatory
hereto. Capitalized terms used herein without definition are used herein as
defined in the Credit Agreement.

                             PRELIMINARY STATEMENT:

     WHEREAS, Borrower, Citicorp USA, Inc., Heller Financial, Inc., Congress
Financial Corporation, The Sumitomo Bank, Limited, and National City Commercial
Finance, Inc., as Lenders, and Citicorp USA, Inc., as Agent, are parties to that
certain Amended and Restated Credit Agreement dated as of June 26, 1996, as
amended (the "Credit Agreement");

     WHEREAS, Borrower has requested that the Revolving Credit Commitments be
increased by $10,000,000 in the aggregate; and

     WHEREAS, subject to the terms and conditions stated herein, the Borrower
and the Lenders have agreed to amend the Credit Agreement as set forth below in
SECTION 1;

     NOW THEREFORE, the parties hereto hereby agree as follows:

     SECTION 8. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of July 7,
1997, subject to the satisfaction of the conditions precedent set forth in
SECTION 2 hereof, the Credit Agreement is hereby amended as follows:

         8.1  ARTICLE I is amended to delete the definition of "Revolving Credit
Commitment" in its entirety and substitute the following therefor:

              "REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving
         Lender, the obligation of such Lender to make Revolving Loans and Loans
         under the Acquisition Subfacility and to participate in Letters of
         Credit pursuant to the terms and conditions of this Agreement, in an
         aggregate amount at any time outstanding

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         which shall not exceed, (i) from July 7, 1997 through August 31, 1997,
         the principal amount set forth opposite such Lender's name under the
         heading "Revolving Credit Commitment" below:

         LENDER                                   REVOLVING CREDIT COMMITMENT
         ------                                   ---------------------------

         Citicorp USA, Inc.                              $18,285,714.29

         Heller Financial, Inc.                          $14,628,571.43

         Congress Financial Corporation                  $14,628,571.43

         The Sumitomo Bank, Limited                      $ 7,314,285.71

         National City Commercial Finance, Inc.          $ 9,142,857.14

              and (ii) from and after September 1, 1997, the principal amount
              set forth opposite such Lender's name under the heading "Revolving
              Credit Commitment" below:

        LENDER                                    REVOLVING CREDIT COMMITMENT
        ------                                    ---------------------------

        Citicorp USA, Inc.                               $12,571,428.57

        Heller Financial, Inc.                           $10,057,142.86

        Congress Financial Corporation                   $10,057,142.86

        The Sumitomo Bank, Limited                       $ 5,028,571.43

        National City Commercial Finance, Inc.           $ 6,285,714.29

              or on the signature page of the Assignment and Acceptance by which
              it became a Lender, as modified from time to time pursuant to the
              terms of this Agreement, or to give effect to any applicable
              Assignment and Acceptance, and "REVOLVING CREDIT COMMITMENTS"
              means the aggregate principal amount of the Revolving Credit
              Commitments of all Revolving Lenders, the maximum amount of which
              shall be (a) $64,000,000 during the period July 7, 1997 through
              August 31, 1997 and (b) $44,000,000 from and after September 1,
              1997, in each instance, as reduced from time to time pursuant to
              SECTION 4.01.

     8.2 SECTION 2.02(e) is amended to delete the provisions thereof in their
entirety and substitute the following therefor:

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                   (e) MAXIMUM REVOLVING CREDIT FACILITY. Notwithstanding
              anything in this Agreement to the contrary, in no event shall the
              aggregate principal Revolving Credit Obligations exceed the lesser
              of (i) the Maximum Revolving Credit Amount and (ii) $64,000,000
              during the period July 7, 1997 through August 31, 1997 or
              $44,000,000 from and after September 1, 1997, such applicable
              amount is CLAUSE (ii) being reduced by the amount of each
              permanent reduction of the Revolving Credit Commitments made
              pursuant to SECTION 4.01(a) and SECTION 4.01(b).

     SECTION 9. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.

              9.1 This Amendment shall become effective as of July 7, 1997, if,
and only if, the Agent shall have received on or before July 8, 1997, (a) a
facsimile or original executed copy of this Amendment executed by the Borrower,
the Requisite Lenders and each Lender whose Revolving Credit Commitment is
increased pursuant to the terms hereof and (b) a facsimile or original executed
copy of the fee letter dated as of the date hereof related to this Amendment,
executed by the Borrower, and payment of the fee referenced in such fee letter.

     SECTION 10. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants as follows:

              10.1 This Amendment and the Credit Agreement as previously
executed and delivered and as amended hereby constitute legal, valid and binding
obligations of the Borrower and are enforceable against the Borrower in
accordance with their terms.

              10.2 No Event of Default or Potential Event of Default exists or
would result from any of the transactions contemplated by this Amendment.

              10.3 Upon the effectiveness of this Amendment, the Borrower hereby
reaffirms all covenants, representations and warranties made by it in the Credit
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the date this Amendment becomes effective (unless a representation and
warranty is stated to be given on and as of a specific date, in which case such
representation and warranty shall be true, correct and complete as of such
date).

     SECTION 11. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

              11.1 Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or
words of like import shall mean and be a reference to the Credit Agreement, as
amended hereby, and each reference to the Credit Agreement in any other
document, instrument or agreement executed and/or delivered in connection with
the Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.


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              11.2 Except as specifically amended above, the Credit Agreement,
the Notes and all other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.

              11.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or
Issuing Bank or the Agent under the Credit Agreement, the Notes or any of the
other Loan Documents, nor constitute a waiver of any provision contained
therein, except as specifically set forth herein.

     SECTION 12. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

     SECTION 13. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

     SECTION 14. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

AVIATION SALES OPERATING                     HELLER FINANCIAL, INC.
COMPANY

By:                                          By: 
   -----------------------                      -----------------------
   Joseph E. Civiletto                          Name:
   Chief Financial Officer                      Title

CITICORP USA, INC.                           CONGRESS FINANCIAL
                                             CORPORATION

By:                                          By:
   -----------------------                      -----------------------
      Shapleigh B. Smith                        Name:
      Attorney-in-Fact                          Title:


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THE SUMITOMO BANK, LIMITED              NATIONAL CITY COMMERCIAL
                                        FINANCE, INC.

By:                                     By:
   ------------------------                ----------------------
   Name:                                   Name:
   Title:                                  Title:
     

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