content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 1, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                    -------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    -------------
  
                                    AVIALL, INC.
               (Exact name of registrant as specified in its charter)
  
                                 2075 DIPLOMAT DRIVE
                              DALLAS, TEXAS 75234-8999
                                   (972) 406-2000
                 (Address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)
  
          DELAWARE                                      65-0433083
  (State of incorporation)                 (I.R.S. Employer Identification Number)
  
                       AVIALL, INC. 1998 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                               JEFFREY J. MURPHY, ESQ.
                   SENIOR VICE PRESIDENT, LAW AND HUMAN RESOURCES,
                            SECRETARY AND GENERAL COUNSEL
                                    AVIALL, INC.
                                 2075 DIPLOMAT DRIVE
                              DALLAS, TEXAS 75234-8999
                                   (972) 406-2000
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                   WITH A COPY TO:
  
                               JAMES E. O'BANNON, ESQ.
                             JONES, DAY, REAVIS & POGUE
                              2300 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                 DALLAS, TEXAS 75201
                                   (214) 220-3939
  
                                    -------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================================
                                                                            Proposed            Proposed
                                                                             Maximum            Maximum
  Title of                                                Amount            Offering            Aggregate             Amount of
  Securities to                                           to be             Price per           Offering            Registration
  be Registered                                        Registered(2)         Share(3)            Price(3)               Fee(3)
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                                                 <C>                   <C>                 <C>                  <C>
  Common Stock, par value $0.01 per share  (1).......  940,000 shares        $13.15625           $12,366,875          $3,649
  ==============================================================================================================================
  </TABLE>
  
  (1) This Registration Statement also relates to rights to purchase Series A
      Junior Participating Preferred Stock, par value $.01 per share, of Aviall,
      Inc. ("Rights"). One Right will be issued together with and will attach to
      each share of Common Stock, par value $.01 per share, of Aviall, Inc. issued
      pursuant to the Aviall, Inc. 1998 Stock Incentive Plan.
  (2) Plus such indeterminate number of shares as may be issued to prevent
      dilution resulting from stock splits, stock dividends or similar
      transactions in accordance with Rule 416 under the Securities Act of 1933,
      as amended.
  (3) Computed in accordance with Rule 457(h) (1).
  ================================================================================
  
  <PAGE>   2
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
                                  EXPLANATORY NOTE
  
           The information called for by Part I of this Registration Statement on
  Form S-8 (the "Registration Statement") is included in the description of the
  Aviall, Inc. 1998 Stock Incentive Plan (the "Plan") to be delivered to persons
  eligible to participate in the Plan. Pursuant to the Note to Part I of Form S-8,
  this information is not being filed with or included in this Registration
  Statement.
  
  
  
                                         I-1
  
  <PAGE>   3
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents (or, as applicable, the portions thereof
  specified below) filed by Aviall, Inc. (the "Company") with the Securities and
  Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), are incorporated by reference, as of
  their respective dates, in this Registration Statement: (i) the Company's Annual
  Report on Form 10-K for the year ended December 31, 1997 (Commission File No.
  1-12380); (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998; (iii) the Company's Quarterly Report on Form 10-Q for the
  quarter ended June 30, 1998; and (iv) the description of the Common Stock
  contained in the Company's Registration Statement on Form 10, as amended, filed
  with the Commission pursuant to Section 12(b) of the Exchange Act on December
  22, 1993.
  
           In addition, all documents hereafter filed by the Company pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all such securities then remaining unsold shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
           Any statement contained herein or in a document incorporated or deemed
  to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable (securities to be offered are registered under Section
  12 of the Exchange Act).
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law ("Delaware Law")
  permits indemnification of the directors and officers of the Company involved in
  a civil or criminal action, suit or proceeding, including, under certain
  circumstances, suits by or in the right of the Company, for any expenses,
  including attorney's fees, and (except in the case of suits by or in the right
  of the Company), any liabilities which they may have incurred in consequences of
  such action, suit or proceeding under conditions stated in said Section.
  
           Article XI ("Article XI") of the Company's Restated Certificate of
  Incorporation (the "Certificate") limits the personal liability of the Company's
  directors to the Company or its stockholders for monetary damages for breach of
  fiduciary duty. In addition, Article VI ("Article VI") of the Company's By-Laws
  (the "By-Laws") defines and clarifies the rights of certain individuals,
  including the Company's directors and officers, to indemnification by the
  Company against personal liability or expenses incurred by them as a result of
  certain litigation against them.
  
           Set forth below is a description of Article XI and Article VI. Such
  descriptions are intended as summaries only and are qualified in their entirety
  by reference to the Company's Certificate and the Company's By-Laws, copies of
  which have been filed as exhibits to this Registration Statement.
  
  
  
                                        II-1
  
  <PAGE>   4
  
  
  
           Article XI protects the directors against personal liability for
  breaches of the duty of care. Such Article absolves directors of liability for
  negligence in the performance of their duties, including gross negligence.
  Directors remain liable for breaches of the duty of loyalty to the Company and
  its stockholders as well as for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law and transactions
  from which a director derived improper personal benefit. In addition, Article XI
  does not absolve directors of liability for unlawful dividends or stock
  repurchases or redemptions to which a negligence standard presently applies
  under Delaware Law. Also, there may be certain liabilities, such as those under
  the federal securities laws or other state or federal laws, which a court may
  hold are unaffected by Article XI.
  
           Although Article XI provides the directors with protections against
  personal liability for monetary damages for breaches of the duty of care, it
  does not eliminate the directors' duty of care. Accordingly, Article XI would
  have no effect on the availability of equitable remedies such as an injunction
  to prevent a proposed action or rescission of a contract based upon a director's
  breach of the duty of care. Although both directors and officers of the Company
  are covered by indemnification provisions under Article VI (see below), Article
  XI limits liability only with respect to a person acting in the capacity of a
  director.
  
           Article VI provides that each person who was or is made a party to, or
  is involved in any action, suit or proceeding by reason of the fact that he or
  she is or was a director, officer or employee of the Company (or was serving at
  the request of the Company as a director, officer or employee of another entity,
  including service with respect to employee benefit plans maintained or sponsored
  by the Company) will be indemnified and held harmless by the Company, to the
  fullest extent authorized by Delaware Law, as currently in effect (or, to the
  extent indemnification in broadened, as it may be amended) against all expense,
  liability or loss (including attorneys' fees, judgments, fines, ERISA excise
  taxes or penalties and amounts to be paid in settlement) reasonably incurred by
  such person in connection therewith. Article VI provides that the rights
  conferred therein are contract rights and include the right to be paid by the
  Company for the expenses incurred in defending the proceedings specified above,
  in advance of their final disposition, except that, if Delaware Law so requires,
  such payment will only be made upon delivery to the Company by the indemnified
  party of an undertaking to repay all amounts so advanced if it is ultimately
  determined that the person receiving such payments is not entitled to be
  indemnified under the By-Laws or otherwise. Article VI provides that the Company
  may, by action of its Board of Directors, provide indemnification to its agents
  with the same scope and effect as the foregoing indemnification of directors,
  officers and employees.
  
           Article VI provides that persons indemnified thereunder may bring suit
  against the Company to recover unpaid amounts claimed thereunder, and that if
  such suit is successful, the expense of bringing such a suit will be reimbursed
  by the Company. Article VI further provides that while it is a defense to such a
  suit that the person claiming indemnification has not met the applicable
  standards of conduct making indemnification permissible under Delaware Law, the
  burden of proving the defense will be on the Company and neither the failure of
  the Company's Board to have made a determination that indemnification is proper,
  nor an actual determination by the Company's Board that the claimant has not met
  the applicable standard of conduct, will be a defense to the action or create a
  presumption that the claimant has not met the applicable standard of conduct.
  
           Article VI provides that the rights to indemnification and the payment
  of expenses incurred in defending a proceeding in advance of its final
  disposition conferred therein will not be exclusive of any other right which any
  person may have or acquire under any statute, provision of the Company's
  Certificate of Incorporation or the Company's By-Laws, or otherwise. Article VI
  also provides that the Company may maintain insurance, at its expense, to
  protect itself and any of its directors, officers, employees or agents against
  any expense, liability or loss, whether or not the Company would have the power
  to indemnify such person against such expense, liability or loss under Delaware
  Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  
  
  
                                        II-2
  
  <PAGE>   5
  
  
  
  ITEM 8.  EXHIBITS.
  
            4.1     --   Restated Certificate of Incorporation of the Company
                         (incorporated by reference to Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the fiscal year
                         ended December 31, 1993 (the "1993 Form 10-K"))
  
            4.2     --   By-Laws of the Company (incorporated by reference to
                         Exhibit 3.2 to the 1993 Form 10-K)
  
            4.3     --   Amendment to the By-Laws of the Company (incorporated by
                         reference to Exhibit 4.3 to the Company's Post-Effective
                         Amendment No. 1 to the Registration Statement on Form S-8
                         (Commission File No. 33-72602))
  
            4.4     --   Aviall, Inc. Preferred Stock Purchase Rights Plan between
                         the Company and The First National Bank of Boston dated
                         as of December 7, 1993 (incorporated by reference to
                         Exhibit 10.7 to the 1993 Form 10-K)
  
            5.1     --   Opinion of Jones, Day, Reavis & Pogue
  
            23.1    --   Consent of PricewaterhouseCoopers LLP
  
            23.2    --   Consent of Jones, Day, Reavis & Pogue (included in
                         Exhibit 5.1)
  
            24.1    --   Power of Attorney
  
            99.1    --   Aviall, Inc. 1998 Stock Incentive Plan (incorporated by
                         reference to Exhibit 10.2 to the Company's quarterly
                         report on Form 10-Q for the quarter ended June 30, 1998)
  
  ITEM 9.  UNDERTAKINGS.
  
           A.  The Company hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i) to
           include any prospectus required by Section 10(a)(3) of the Securities
           Act of 1933, as amended (the "Securities Act"), unless the information
           required to be included in such post-effective amendment is contained
           in periodic reports filed by the Company pursuant to Section 13 or
           Section 15(d) of the Exchange Act and incorporated herein by reference;
           (ii) to reflect in the prospectus any facts or events arising after the
           effective date of this Registration Statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in this Registration Statement, unless the information required to be
           included in such post-effective amendment is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d) of
           the Exchange Act and incorporated herein by reference; and (iii) to
           include any material information with respect to the plan of
           distribution not previously disclosed in this Registration Statement or
           any material change to such information in this Registration Statement;
           provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Company pursuant to Section
           13 or 15(d) of the Exchange Act that are incorporated by reference in
           this Registration Statement;
  
               (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof; and
  
               (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
  
  
                                        II-3
  
  <PAGE>   6
  
  
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer, or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
                                        II-4
  
  <PAGE>   7
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas on this 31st day of August,
  1998.
  
                                       AVIALL, INC.
  
                                       By: /s/ JEFFREY J. MURPHY
                                           ---------------------------------------
                                                     Jeffrey J. Murphy
                                           Senior Vice President, Law and Human
                                          Resources, Secretary and General Counsel
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on this 31st day of August, 1998.
  
  <TABLE>
  <CAPTION>
               SIGNATURE                                           TITLE
               ---------                                           -----
  <S>                                        <C>
        /s/ ERIC E. ANDERSON                 Chairman, President and Chief Executive Officer
  ------------------------------------                (Principal Executive Officer)
            Eric E. Anderson
  
     /s/ JACQUELINE K. COLLIER                        Vice President and Controller
  ------------------------------------               (Principal Accounting Officer)
         Jacqueline K. Collier
  
   /s/ CORNELIUS VAN DEN HANDEL                       Vice President and Treasurer
  ------------------------------------                (Principal Financial Officer)
       Cornelius Van Den Handel
  
         ROBERT G. LAMBERT*                                     Director
  ------------------------------------
         Robert G. Lambert
  
        HENRY A. MCKINNELL*                                     Director
  ------------------------------------
        Henry A. McKinnell
  
         DONALD R. MUZYKA*                                      Director
  ------------------------------------
         Donald R. Muzyka
  
      RICHARD J. SCHNIEDERS*                                    Director
  ------------------------------------
      Richard J. Schnieders
  
         BRUCE N. WHITMAN*                                      Director
  ------------------------------------
         Bruce N. Whitman
  </TABLE>
  
  *     The undersigned, by signing his name hereto, does sign and execute this
        Registration Statement pursuant to the Power of Attorney executed by the
        above-named directors and officers of the Registrant and contemporaneously
        filed herewith with the Securities and Exchange Commission.
  
                                                /s/ JEFFREY J. MURPHY
                                     ---------------------------------------------
                                                  Jeffrey J. Murphy,
                                                  Attorney-in-Fact
  
  
  
  
  <PAGE>   8
  
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
  No.            Exhibit
  --------       -------
  <S>            <C>
  4.1       --   Restated Certificate of Incorporation of the Company (incorporated by reference to
                 Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1993 (the "1993 Form 10-K"))
  
  4.2       --   By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the 1993
                 Form 10-K)
  
  4.3       --   Amendment to the By-Laws of the Company (incorporated by reference to
                 Exhibit 4.3 to the Company's Post-Effective Amendment No. 1 to the Registration
                 Statement on Form S-8 (Commission File No. 33-72602))
  
  4.4       --   Aviall, Inc. Preferred Stock Purchase Rights Plan between the Company and The
                 First National Bank of Boston dated as of December 7, 1993 (incorporated by
                 reference to Exhibit 10.7 to the 1993 Form 10-K)
  
  5.1       --   Opinion of Jones, Day, Reavis & Pogue
  
  23.1      --   Consent of PricewaterhouseCoopers LLP
  
  23.2      --   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
  
  24.1      --   Power of Attorney
  
  99.1      --   Aviall, Inc. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to
                 the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1998)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23893}]
metadata_filer: {"company-data": {"conformed-name": "AVIALL INC", "cik": "0000701650", "assigned-sic": "4581", "irs-number": "650433083", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62633", "film-number": "98702030"}, "business-address": {"street1": "2055 DIPLOMAT DR", "city": "DALLAS", "state": "TX", "zip": "75234-8989", "phone": "2149565000"}, "mail-address": {"street1": "2055 DIPLOMAT DR", "city": "DALLAS", "state": "TX", "zip": "75234-8989"}}
text: 1
     As filed with the Securities and Exchange Commission on September 1, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                    -------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    -------------
  
                                    AVIALL, INC.
               (Exact name of registrant as specified in its charter)
  
                                 2075 DIPLOMAT DRIVE
                              DALLAS, TEXAS 75234-8999
                                   (972) 406-2000
                 (Address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)
  
          DELAWARE                                      65-0433083
  (State of incorporation)                 (I.R.S. Employer Identification Number)
  
                       AVIALL, INC. 1998 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                               JEFFREY J. MURPHY, ESQ.
                   SENIOR VICE PRESIDENT, LAW AND HUMAN RESOURCES,
                            SECRETARY AND GENERAL COUNSEL
                                    AVIALL, INC.
                                 2075 DIPLOMAT DRIVE
                              DALLAS, TEXAS 75234-8999
                                   (972) 406-2000
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                   WITH A COPY TO:
  
                               JAMES E. O'BANNON, ESQ.
                             JONES, DAY, REAVIS & POGUE
                              2300 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                 DALLAS, TEXAS 75201
                                   (214) 220-3939
  
                                    -------------
  
                           CALCULATION OF REGISTRATION FEE
  ==============================================================================================================================
                                                                            Proposed            Proposed
                                                                             Maximum            Maximum
  Title of                                                Amount            Offering            Aggregate             Amount of
  Securities to                                           to be             Price per           Offering            Registration
  be Registered                                        Registered(2)         Share(3)            Price(3)               Fee(3)
  ------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01 per share  (1).......  940,000 shares        $13.15625           $12,366,875          $3,649
  ==============================================================================================================================
  (1) This Registration Statement also relates to rights to purchase Series A
      Junior Participating Preferred Stock, par value $.01 per share, of Aviall,
      Inc. ("Rights"). One Right will be issued together with and will attach to
      each share of Common Stock, par value $.01 per share, of Aviall, Inc. issued
      pursuant to the Aviall, Inc. 1998 Stock Incentive Plan.
  (2) Plus such indeterminate number of shares as may be issued to prevent
      dilution resulting from stock splits, stock dividends or similar
      transactions in accordance with Rule 416 under the Securities Act of 1933,
      as amended.
  (3) Computed in accordance with Rule 457(h) (1).
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                                  EXPLANATORY NOTE
  
           The information called for by Part I of this Registration Statement on
  Form S-8 (the "Registration Statement") is included in the description of the
  Aviall, Inc. 1998 Stock Incentive Plan (the "Plan") to be delivered to persons
  eligible to participate in the Plan. Pursuant to the Note to Part I of Form S-8,
  this information is not being filed with or included in this Registration
  Statement.
  
                                         I-1
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents (or, as applicable, the portions thereof
  specified below) filed by Aviall, Inc. (the "Company") with the Securities and
  Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), are incorporated by reference, as of
  their respective dates, in this Registration Statement: (i) the Company's Annual
  Report on Form 10-K for the year ended December 31, 1997 (Commission File No.
  1-12380); (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998; (iii) the Company's Quarterly Report on Form 10-Q for the
  quarter ended June 30, 1998; and (iv) the description of the Common Stock
  contained in the Company's Registration Statement on Form 10, as amended, filed
  with the Commission pursuant to Section 12(b) of the Exchange Act on December
  22, 1993.
  
           In addition, all documents hereafter filed by the Company pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all such securities then remaining unsold shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
           Any statement contained herein or in a document incorporated or deemed
  to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable (securities to be offered are registered under Section
  12 of the Exchange Act).
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law ("Delaware Law")
  permits indemnification of the directors and officers of the Company involved in
  a civil or criminal action, suit or proceeding, including, under certain
  circumstances, suits by or in the right of the Company, for any expenses,
  including attorney's fees, and (except in the case of suits by or in the right
  of the Company), any liabilities which they may have incurred in consequences of
  such action, suit or proceeding under conditions stated in said Section.
  
           Article XI ("Article XI") of the Company's Restated Certificate of
  Incorporation (the "Certificate") limits the personal liability of the Company's
  directors to the Company or its stockholders for monetary damages for breach of
  fiduciary duty. In addition, Article VI ("Article VI") of the Company's By-Laws
  (the "By-Laws") defines and clarifies the rights of certain individuals,
  including the Company's directors and officers, to indemnification by the
  Company against personal liability or expenses incurred by them as a result of
  certain litigation against them.
  
           Set forth below is a description of Article XI and Article VI. Such
  descriptions are intended as summaries only and are qualified in their entirety
  by reference to the Company's Certificate and the Company's By-Laws, copies of
  which have been filed as exhibits to this Registration Statement.
  
                                        II-1
  4
  
           Article XI protects the directors against personal liability for
  breaches of the duty of care. Such Article absolves directors of liability for
  negligence in the performance of their duties, including gross negligence.
  Directors remain liable for breaches of the duty of loyalty to the Company and
  its stockholders as well as for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law and transactions
  from which a director derived improper personal benefit. In addition, Article XI
  does not absolve directors of liability for unlawful dividends or stock
  repurchases or redemptions to which a negligence standard presently applies
  under Delaware Law. Also, there may be certain liabilities, such as those under
  the federal securities laws or other state or federal laws, which a court may
  hold are unaffected by Article XI.
  
           Although Article XI provides the directors with protections against
  personal liability for monetary damages for breaches of the duty of care, it
  does not eliminate the directors' duty of care. Accordingly, Article XI would
  have no effect on the availability of equitable remedies such as an injunction
  to prevent a proposed action or rescission of a contract based upon a director's
  breach of the duty of care. Although both directors and officers of the Company
  are covered by indemnification provisions under Article VI (see below), Article
  XI limits liability only with respect to a person acting in the capacity of a
  director.
  
           Article VI provides that each person who was or is made a party to, or
  is involved in any action, suit or proceeding by reason of the fact that he or
  she is or was a director, officer or employee of the Company (or was serving at
  the request of the Company as a director, officer or employee of another entity,
  including service with respect to employee benefit plans maintained or sponsored
  by the Company) will be indemnified and held harmless by the Company, to the
  fullest extent authorized by Delaware Law, as currently in effect (or, to the
  extent indemnification in broadened, as it may be amended) against all expense,
  liability or loss (including attorneys' fees, judgments, fines, ERISA excise
  taxes or penalties and amounts to be paid in settlement) reasonably incurred by
  such person in connection therewith. Article VI provides that the rights
  conferred therein are contract rights and include the right to be paid by the
  Company for the expenses incurred in defending the proceedings specified above,
  in advance of their final disposition, except that, if Delaware Law so requires,
  such payment will only be made upon delivery to the Company by the indemnified
  party of an undertaking to repay all amounts so advanced if it is ultimately
  determined that the person receiving such payments is not entitled to be
  indemnified under the By-Laws or otherwise. Article VI provides that the Company
  may, by action of its Board of Directors, provide indemnification to its agents
  with the same scope and effect as the foregoing indemnification of directors,
  officers and employees.
  
           Article VI provides that persons indemnified thereunder may bring suit
  against the Company to recover unpaid amounts claimed thereunder, and that if
  such suit is successful, the expense of bringing such a suit will be reimbursed
  by the Company. Article VI further provides that while it is a defense to such a
  suit that the person claiming indemnification has not met the applicable
  standards of conduct making indemnification permissible under Delaware Law, the
  burden of proving the defense will be on the Company and neither the failure of
  the Company's Board to have made a determination that indemnification is proper,
  nor an actual determination by the Company's Board that the claimant has not met
  the applicable standard of conduct, will be a defense to the action or create a
  presumption that the claimant has not met the applicable standard of conduct.
  
           Article VI provides that the rights to indemnification and the payment
  of expenses incurred in defending a proceeding in advance of its final
  disposition conferred therein will not be exclusive of any other right which any
  person may have or acquire under any statute, provision of the Company's
  Certificate of Incorporation or the Company's By-Laws, or otherwise. Article VI
  also provides that the Company may maintain insurance, at its expense, to
  protect itself and any of its directors, officers, employees or agents against
  any expense, liability or loss, whether or not the Company would have the power
  to indemnify such person against such expense, liability or loss under Delaware
  Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
                                        II-2
  5
  
  ITEM 8.  EXHIBITS.
  
            4.1     --   Restated Certificate of Incorporation of the Company
                         (incorporated by reference to Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the fiscal year
                         ended December 31, 1993 (the "1993 Form 10-K"))
  
            4.2     --   By-Laws of the Company (incorporated by reference to
                         Exhibit 3.2 to the 1993 Form 10-K)
  
            4.3     --   Amendment to the By-Laws of the Company (incorporated by
                         reference to Exhibit 4.3 to the Company's Post-Effective
                         Amendment No. 1 to the Registration Statement on Form S-8
                         (Commission File No. 33-72602))
  
            4.4     --   Aviall, Inc. Preferred Stock Purchase Rights Plan between
                         the Company and The First National Bank of Boston dated
                         as of December 7, 1993 (incorporated by reference to
                         Exhibit 10.7 to the 1993 Form 10-K)
  
            5.1     --   Opinion of Jones, Day, Reavis & Pogue
  
            23.1    --   Consent of PricewaterhouseCoopers LLP
  
            23.2    --   Consent of Jones, Day, Reavis & Pogue (included in
                         Exhibit 5.1)
  
            24.1    --   Power of Attorney
  
            99.1    --   Aviall, Inc. 1998 Stock Incentive Plan (incorporated by
                         reference to Exhibit 10.2 to the Company's quarterly
                         report on Form 10-Q for the quarter ended June 30, 1998)
  
  ITEM 9.  UNDERTAKINGS.
  
           A.  The Company hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i) to
           include any prospectus required by Section 10(a)(3) of the Securities
           Act of 1933, as amended (the "Securities Act"), unless the information
           required to be included in such post-effective amendment is contained
           in periodic reports filed by the Company pursuant to Section 13 or
           Section 15(d) of the Exchange Act and incorporated herein by reference;
           (ii) to reflect in the prospectus any facts or events arising after the
           effective date of this Registration Statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in this Registration Statement, unless the information required to be
           included in such post-effective amendment is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d) of
           the Exchange Act and incorporated herein by reference; and (iii) to
           include any material information with respect to the plan of
           distribution not previously disclosed in this Registration Statement or
           any material change to such information in this Registration Statement;
           provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Company pursuant to Section
           13 or 15(d) of the Exchange Act that are incorporated by reference in
           this Registration Statement;
  
               (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof; and
  
               (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
                                        II-3
  6
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer, or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-4
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas on this 31st day of August,
  1998.
  
                                       AVIALL, INC.
  
                                       By: /s/ JEFFREY J. MURPHY
                                           ---------------------------------------
                                                     Jeffrey J. Murphy
                                           Senior Vice President, Law and Human
                                          Resources, Secretary and General Counsel
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on this 31st day of August, 1998.
  SIGNATURE                                           TITLE
               ---------                                           -----
  /s/ ERIC E. ANDERSON                 Chairman, President and Chief Executive Officer
  ------------------------------------                (Principal Executive Officer)
            Eric E. Anderson
  
     /s/ JACQUELINE K. COLLIER                        Vice President and Controller
  ------------------------------------               (Principal Accounting Officer)
         Jacqueline K. Collier
  
   /s/ CORNELIUS VAN DEN HANDEL                       Vice President and Treasurer
  ------------------------------------                (Principal Financial Officer)
       Cornelius Van Den Handel
  
         ROBERT G. LAMBERT*                                     Director
  ------------------------------------
         Robert G. Lambert
  
        HENRY A. MCKINNELL*                                     Director
  ------------------------------------
        Henry A. McKinnell
  
         DONALD R. MUZYKA*                                      Director
  ------------------------------------
         Donald R. Muzyka
  
      RICHARD J. SCHNIEDERS*                                    Director
  ------------------------------------
      Richard J. Schnieders
  
         BRUCE N. WHITMAN*                                      Director
  ------------------------------------
         Bruce N. Whitman
  *     The undersigned, by signing his name hereto, does sign and execute this
        Registration Statement pursuant to the Power of Attorney executed by the
        above-named directors and officers of the Registrant and contemporaneously
        filed herewith with the Securities and Exchange Commission.
  
                                                /s/ JEFFREY J. MURPHY
                                     ---------------------------------------------
                                                  Jeffrey J. Murphy,
                                                  Attorney-in-Fact
  8
  
                                  INDEX TO EXHIBITS
  Exhibit
  No.            Exhibit
  --------       -------
  4.1       --   Restated Certificate of Incorporation of the Company (incorporated by reference to
                 Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1993 (the "1993 Form 10-K"))
  
  4.2       --   By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the 1993
                 Form 10-K)
  
  4.3       --   Amendment to the By-Laws of the Company (incorporated by reference to
                 Exhibit 4.3 to the Company's Post-Effective Amendment No. 1 to the Registration
                 Statement on Form S-8 (Commission File No. 33-72602))
  
  4.4       --   Aviall, Inc. Preferred Stock Purchase Rights Plan between the Company and The
                 First National Bank of Boston dated as of December 7, 1993 (incorporated by
                 reference to Exhibit 10.7 to the 1993 Form 10-K)
  
  5.1       --   Opinion of Jones, Day, Reavis & Pogue
  
  23.1      --   Consent of PricewaterhouseCoopers LLP
  
  23.2      --   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
  
  24.1      --   Power of Attorney
  
  99.1      --   Aviall, Inc. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to
                 the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1998)