AMENDED AND RESTATED
              GULFSTREAM AEROSPACE CORPORATION
                   1990 STOCK OPTION PLAN,
          AS FURTHER AMENDED THROUGH JULY 30, 1997
                              
    1.    Purpose.  The purpose of the Gulfstream Aerospace
Corporation Stock Option Plan is to provide financial
incentives to key employees of the Corporation and its
Subsidiaries and such consultants, advisors and members of
the Board of Directors of the Corporation and its
Subsidiaries whose entrepreneurial and management talents
and commitments are essential for the continued growth and
expansion of the Corporation's business.

          The Options granted under the Plan are not
intended to qualify as Incentive Stock Options within the
meaning of Section 422 of the Code.

    2.    Definitions.  For purposes of this Plan:

          (a)  "Affiliate" means any person directly or
indirectly controlling, controlled by, or under common
control with the person of which it is an Affiliate.

          (b)  "Board" means the Board of Directors of the
Corporation.

          (c)  "Common Stock" means the Common Stock, par
value $.0l per share, of the Corporation and any other stock
or securities into which such shares are changed or for
which such shares are exchanged as described in Section 7
hereof.

          (d)  "Code" means the Internal Revenue Code of
1986, as amended.

          (e)  "Committee" means a committee, as described
in Section 3, appointed by the Board from time to time to
administer the Plan and to perform the functions set forth
herein.

          (f)  "Corporation" means Gulfstream Aerospace
Corporation, a Delaware corporation, and any successor to
Gulfstream Aerospace Corporation by merger, consolidation,
acquisition of substantially all the assets thereof or
otherwise.

          (g)  "Eligible Person" means any individual
employee or director of, or consultant or advisor to, the
Corporation or its Subsidiaries whom the Committee
designates as eligible to receive Options.

          (h)  "FL & Co. Companies" means individually and
collectively Gulfstream Partners, Gulfstream Partners II,
L.P. and Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership - IV, each a New York limited
partnership.

          (i)  "Nonemployee Director" means a director of
the Corporation who is a "nonemployee director" within the
meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.

          (j)  "Option" means an option granted under the
Plan.

          (k)  "Optionee" means a person to whom an Option
has been granted.

          (l)  "Option Price" means the price at which a
share of Common Stock can be purchased pursuant to an
Option.

          (m)  "Original Shareholders" means individually
and collectively the FL & Co. Companies and Allen E.
Paulson.

          (n)  "Outside Director" means a director of the
Corporation who is an "outside director" within the meaning
of Section 162(m) of the Code and the regulations
promulgated thereunder.

          (o)  "Parent" means a parent corporation within
the meaning of Section 424(e) of the Code.

          (p)  "Plan" means the Gulfstream Aerospace
Corporation Stock Option Plan as set forth in this
instrument and as it may be amended from time to time.

          (q)  "Stock Option Agreement" means the written
agreement between an Optionee and the Corporation evidencing
the grant of an Option and setting forth the terms and
conditions of that Option.

          (r)  "Stockholder's Agreement" means the
Stockholder's Agreement governing the rights, duties and
obligations of present or former employees, directors,
consultants or advisors of the Corporation or its
Subsidiaries with respect to shares of Common Stock granted
or sold to such persons, or issued pursuant to options
granted or sold to such persons, substantially in the form
attached hereto, or such other form as is in use by the
Corporation at the time of exercise of any Option or any
part thereof and which the Corporation elects to require the
Optionee to execute in connection with his exercise of the
Option.  All references herein or in any Stock Option
Agreement to sections of the Stockholder's Agreement refer
to sections of the Stockholder's Agreement attached hereto
or to the corresponding sections of any Stockholder's
Agreement in use by the Corporation at the time of exercise
of any Option and which the Corporation elects to require
the Optionee to execute in connection with his exercise of
the Option.

          (s)  "Subsidiary" means a subsidiary corporation
of the Corporation within the meaning of Section 424(f) of
the Code, substituting "issuing" for "employer" references
therein.

          (t)  "Successor Corporation" means a corporation,
or a Parent or Subsidiary of such corporation, which issues
or assumes a stock option in a transaction to which Section
424(a) of the Code applies.

          (u)  "Third Party" means any person who is not an
Affiliate or a partner of the Original Shareholders or an
Affiliate of such partner.

    3.    Administration.  The Plan shall be administered by
the Committee, which shall hold meetings at least annually,
and shall keep minutes of its meetings.  The Committee shall
have all of the powers necessary to enable it to carry out
its duties under the Plan properly, including the power and
duty to construe and interpret the Plan and to determine all
questions arising under it.  The Committee's interpretations
and determinations shall be conclusive and binding upon all
persons.  The Committee may also establish, from time to
time, such regulations, provisions, procedures and
conditions regarding the Options and granting of Options
which in its opinion may be advisable in administering the
Plan.  A quorum shall consist of not fewer than two members
of the Committee and a majority of a quorum may authorize
any action.  Any decision or determination reduced to
writing and signed by a majority of all of the members of
the Committee shall be as fully effective as if made by a
majority vote at a meeting duly called and held.  The
Committee shall consist of at least two (2) directors of the
Corporation and may consist of the entire Board; provided,
however, that (A) if the Committee consists of less than the
entire Board, each member shall be a Nonemployee Director
and (B) to the extent necessary for any Option intended to
qualify as performance-based compensation under Section
162(m) of the Code to so qualify, each member of the
Committee, whether or not it consists of the entire Board,
shall be an Outside Director.

    4.    Shares Available for Option.

          (a)  The Corporation shall reserve for the
purposes of the Plan, out of its authorized but unissued
Common Stock or out of shares of Common Stock held in the
Corporation's treasury, or partly out of each, as shall be
determined by the Board, a total of 9,688,550 shares of
Common Stock (or the number and kind of shares of stock or
other securities into which those 9,688,550 shares are
changed or for which those 9,688,550 shares are exchanged in
accordance with Section 7 hereof).

          (b)  In any calendar year, no Eligible Person may
be granted Options in the aggregate in respect of more than
500,000 Shares.

          (c)  In the event that an Option granted under the
Plan to any Eligible Person expires, or is for any other
reason terminated and unexercised as to any shares of Common
Stock covered by the Option, those shares of Common Stock
shall thereafter be available for the granting of future
Options under the Plan.

    5.    Granting Options.

          (a)  Subject to the provisions of the Plan, the
Committee shall have full and final authority to select
those Eligible Persons who will receive Options.  The
Committee may also grant more than one Option to a given
Eligible Person during the term of the Plan, either in
addition to, or in substitution for, one or more Options
previously granted that Eligible Person.  Options shall be
issued pursuant to a Stock Option Agreement executed by the
Corporation and the Optionee.

          (b)  The Committee, in its sole discretion, shall
establish the per share Option Price at the time an Option
is granted.

          (c)  The terms of each Option granted under the
Plan may differ from those of other Options granted under
the Plan at the same time, or at some other time; provided
that in no event shall the term of any Option granted under
the Plan exceed ten years and one day.

          (d)  Subject to the provisions of the Plan and the
Stock Option Agreement, an Option granted under this Plan
shall be exercisable immediately or in accordance with a
schedule determined by the Committee in its sole discretion,
and the Committee may accelerate the exercisability of any
Option at any time.

          (e)  Unless set forth in the Stock Option
Agreement evidencing the Option at the time of grant or at
any time thereafter, an Option granted hereunder shall not
be transferable by the Optionee to whom granted except by
will or the laws of descent and distribution of the state of
the Optionee's domicile at the time of his death, and an
Option may be exercised during the lifetime of such Optionee
only by the Optionee or his or her guardian or legal
representative.  The terms of such Option shall be final,
binding and conclusive upon the beneficiaries, executors,
administrators, heirs and successors of the Optionee.

          (f)  Subject to the terms and conditions and
within the limitations of the Plan, the Committee may
modify, extend, replace or renew outstanding Options granted
under the Plan, or accept the surrender of outstanding
Options (to the extent they have not yet been exercised) and
grant new Options in substitution for them.  Notwithstanding
the foregoing, however, no modification of an Option shall
adversely alter or impair any rights or obligations under
any Option granted under the Plan without the affected
Optionee's consent.

    6.    Exercise Of Options.

          (a)  To exercise an Option, in whole or in part,
the Optionee shall deliver to the Committee a written notice
of exercise specifying the number of shares of Common Stock
in respect of which the Option is being exercised.  The
Option Price shall be paid in full in cash for those shares
of Common Stock with respect to which the Option is being
exercised.  The Stock Option Agreement shall set forth the
minimum number of shares of Common Stock, if any, which may
be purchased at any one time upon the exercise of an Option.
Each share of Common Stock purchased upon exercise of an
Option shall be issued and delivered at the principal office
of the Corporation to the person entitled to receive it.  An
Optionee shall not be deemed the holder of any shares of
Common Stock subject to the Option or have any rights of a
stockholder with respect thereto until such shares of Common
Stock have been issued and delivered to such Optionee.  The
Stock Option Agreement may contain such other conditions to
the exercise of an Option as the Committee from time to time
shall determine and may also contain provisions relating to
the ownership of the shares of Common Stock issued upon the
exercise of the Option or may require the Optionee, as a
condition of exercise of the Option, to execute a
Stockholder's Agreement.

          (b)  Except as provided in the Stock Option
Agreement, any Options held by an Optionee shall not be
exercisable after the termination of the Optionee's
employment with the Corporation or its Subsidiaries or his
membership on the Board, as the case may be.  During an
Optionee's lifetime, Options granted under the Plan shall be
exercisable only by the Optionee.  In the event of an
Optionee's death, any Options held by the Optionee shall be
exercisable, to the extent provided in the Plan or under the
Stock Option Agreement, by the legatee or legatees under his
will or by his personal representatives or distributees.

          (c)  All certificates representing shares of
Common Stock issued pursuant to the exercise of an Option
shall bear the following legend:

          "The shares represented by this certificate have
          not been registered under the Securities Act of
          1933, as amended, or any securities regulatory
          authority of any state, and may not be sold,
          transferred, assigned, exchanged, pledged,
          encumbered or otherwise disposed of except in
          accordance with the provisions of a Stockholder's
          Agreement with the Corporation, a copy of which is
          available for inspection at the offices of the
          Corporation."

or such other legend to the same effect as approved by the 
Committee.

          (d)  To the extent that an Option is not exercised
prior to the expiration of its term or such shorter period
of time prescribed by the Plan and the Stock Option
Agreement, the Option shall lapse and all rights of the
Optionee with respect thereto shall terminate.

     7.   Changes in Common Stock.  In the event that the
outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of shares of stock
or other securities of the Corporation, whether through
merger, consolidation, reorganization, recapitalization,
stock dividend, stock split-up or other substitution of
securities of the Corporation, the Committee shall make
appropriate adjustments to the maximum number and class of
shares of stock as to which Options may be granted under the
Plan and the number and class of shares of stock with
respect to which Options have been granted under the Plan,
the Option Price for such shares and any other economic
terms of the Option.  In the event that any shares of Common
Stock are issued after the date of the Plan to any of the FL
& Co. Companies for less than fair consideration, as
determined conclusively by the Committee, the Committee
shall make appropriate adjustments to the maximum number of
shares of stock as to which Options may be granted under the
Plan and the number of shares of stock with respect to which
Options have been granted under the Plan and the Option
Price for such shares.  The Committee's adjustment shall be
final and binding for all purposes of the Plan and each
Stock Option Agreement entered into under the Plan.  No
adjustment provided for in this Section 7 shall require the
Corporation to issue a fractional share, and with respect to
each Stock Option Agreement the total adjustment as to the
number of shares for which Options have been granted shall
be effected by rounding down to the nearest whole number of
shares.

    8.    Amendment or Termination of Plan.  The Board shall
have the right to amend, suspend or terminate the Plan at
any time, provided that, to the extent necessary under
applicable law, an amendment shall not be effective unless
approved by the stockholders of the Company in accordance
with applicable law.  The rights of an Optionee under any
Option granted prior to an amendment, suspension or
termination of the Plan shall not be adversely affected by
any such action of the Board except with the consent of the
Optionee.

    9.    Indemnification of Stock Option Committee.  The
members of the Committee shall be indemnified by the
corporation against all losses, claims, damages and
liabilities, joint or several (including all legal and other
expenses reasonably incurred in connection with the
preparation for, or defense of, any claim, action or
proceeding, whether or not resulting in any liability), for
any acts or omissions which are within the scope of such
member's duties as a member of the Committee to the full
extent permitted under the General Corporation Law of the
State of Delaware, as amended from time to time.

    10.   Compliance with Law and Other Conditions.  All
Options and Stock Option Agreements shall be governed by the
laws of the State of New York to the extent not superseded
by the laws of the United States.  Notwithstanding anything
herein or in any agreements pursuant to which Options are
granted to the contrary, the Corporation shall not be
required to issue shares pursuant to the exercise of any
Option granted under the Plan unless the Corporation's
counsel has advised the Corporation that such exercise and
issuance comply with all applicable laws including, without
limitation, all applicable federal and state securities
laws.

    11.   Miscellaneous.  Nothing in the Plan or in any
Stock Option Agreement shall (a) confer on any employee any
right to continue in the employ of the Corporation, any of
its Subsidiaries or any Successor corporation; or (b) affect
the right of the Corporation, any of its Subsidiaries or any
Successor Corporation to terminate his employment at any
time.

    12.   Withholding of Taxes.  At such times as an
Optionee recognizes taxable income in connection with the
receipt of Shares hereunder (a "Taxable Event"), the
Optionee shall pay to the Corporation an amount equal to the
federal, state and local income taxes and other amounts as
may be required by law to be withheld by the Corporation in
connection with the Taxable Event prior to the issuance of
such Shares.

    13.   Effective Date and Duration of Plan.  The
effective date of the Plan shall be the date of its adoption
by the Board, subject only to the approval of the
stockholders of the Corporation.  No options may be granted
under the Plan after September 12, 2010.

     14.  Taxes.   At such times as an Optionee recognizes
taxable income in connection with the exercise of Options
hereunder (a "Taxable Event"), the Optionee shall pay to the
Corporation an amount equal to the federal, state and local
income taxes and other amounts as may be required by law to
be withheld by the Corporation in connection with the
Taxable Event (the "Withholding Taxes") prior to the
issuance of Common Stock.  In satisfaction of the obligation
to pay Withholding Taxes to the Corporation, the Optionee
may make a written election, which may be accepted or
rejected in the discretion of the Committee, to have
withheld a portion of the Common Stock then issuable to him
or her in connection with the exercise of Options hereunder
having an aggregate Fair Market Value equal to the
Withholding Taxes.  For purposes of this Section 14, "Fair
Market Value" on any date means the closing sales prices of
the shares of Common Stock on such date on the principal
national securities exchange on which such shares of Common
Stock are listed or admitted to trading, or, if the shares
of Common Stock are not so listed or admitted to trading,
the average of the per share of Common Stock closing bid
price and per share of Common Stock closing asked price on
such date as quoted on the National Association of
Securities Dealers Automated Quotation System or such other
market in which such prices are regularly quoted, or, if
there have been no published bid or asked quotations with
respect to the Common Stock on such date, the Fair Market
Value shall be the value established by the Board in good
faith.