EXHIBIT 10.1

                                 AMENDMENT NO. 2
                            Dated as of May 19, 1997
                                       to
                      AMENDED AND RESTATED CREDIT AGREEMENT
                            Dated as of June 26, 1996

         This Amendment No. 2 ("Amendment") dated as of May 19, 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
in SECTION 1;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

1.       AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of May 19, 1997,
         subject to the satisfaction of the conditions precedent set forth in
         SECTION 2 hereof, the Credit Agreement is hereby amended as follows:

         a. 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 which shall not exceed the
         principal amount set forth opposite such Lender's name under the
         heading "Revolving Credit Commitment" below:


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

             Citicorp USA, Inc.                          $15,428,571.66

             Heller Financial, Inc.                      $12,342,857.22

             Congress Financial Corporation              $12,342,857.22

             The Sumitomo Bank, Limited                  $ 6,171,428.34

             National City Commercial Finance, Inc.      $ 7,714,285.56

             or 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 Commitment
             of all Revolving Lenders, the maximum amount of which shall be
             $54,000,000, as reduced from time to time pursuant to SECTION 4.01.

             b.    SECTION 2.02(E) is amended to delete the provisions thereof
                   in their entirety and substitute the following therefor:

                   (c) 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) $54,000,000,
              such amount in 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).

         2.   CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.

              a.   This Amendment shall become effective as of May 19, 1997, if,
                   and only if, the Agent shall have received on or before May
                   19, 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 the
                   fee referenced in that fee letter.

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

              a.   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.


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

              c.   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).

         4.   REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

              a.   Upon the effectiveness of this Amendment, each reference in
                   the Credit Agreement to "this Agreement," "hereunder,"
                   "hereof," 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 an 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.

              b.   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.

              c.   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.

         5.   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.

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

         7.   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.


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         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

COMPANY

By:
   ------------------------
   Title:  Chief Financial Officer

CITICORP USA, INC.                               HELLER FINANCIAL, INC.

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

CONGRESS FINANCIAL                               NATIONAL CITY COMMERCIAL
CORPORATION                                      FINANCE, INC.

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

THE SUMITOMO BANK, LIMITED

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


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