FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * COHEN COLIN M   2. Issuer Name and Ticker or Trading Symbol AVIALL INC [AVL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President and CFO (Last) (First) (Middle) 2750 REGENT BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 09/20/2006 (Street) DFW AIRPORT, TX 75261 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/20/2006   D   6,048 D (1) 0 D (1)   Common Stock 09/20/2006   D   4,624 D (2) 0 D   Common Stock 09/20/2006   D   3,612 D (3) 0 D   Common Stock 09/20/2006   D   2,845 D (4) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$ 32.43	09/20/2006		D			16,200	(5)	(5)	Common Stock	16,200	(5)	0	D
Employee Stock Option (right to buy)	$ 8.85	09/20/2006		D			1,901	(6)	10/29/2008	Common Stock	1,901	(6)	0	D
Employee Stock Option (right to buy)	$ 8.85	09/20/2006		D			11,299	(7)	10/29/2008	Common Stock	11,299	(7)	0	D
Employee Stock Option (right to buy)	$ 8.85	09/20/2006		D			1,901	(8)	10/29/2009	Common Stock	1,901	(8)	0	D
Employee Stock Option (right to buy)	$ 8.85	09/20/2006		D			11,299	(9)	10/29/2009	Common Stock	11,299	(9)	0	D
Employee Stock Option (right to buy)	$ 8.85	09/20/2006		D			2,301	(10)	10/29/2010	Common Stock	2,301	(10)	0	D
Employee Stock Option (right to buy)	$ 8.85	09/20/2006		D			11,299	(11)	10/29/2010	Common Stock	11,299	(11)	0	D
Employee Stock Option (right to buy)	$ 7.46	09/20/2006		D			3,960	(12)	01/30/2009	Common Stock	3,960	(12)	0	D
Employee Stock Option (right to buy)	$ 7.46	09/20/2006		D			3,960	(13)	01/30/2010	Common Stock	3,960	(13)	0	D
Employee Stock Option (right to buy)	$ 7.46	09/20/2006		D			4,080	(14)	01/30/2011	Common Stock	4,080	(14)	0	D
Employee Stock Option (right to buy)	$ 15.6	09/20/2006		D			5,313	(15)	01/28/2010	Common Stock	5,313	(15)	0	D
Employee Stock Option (right to buy)	$ 15.6	09/20/2006		D			854	(16)	01/28/2011	Common Stock	854	(16)	0	D
Employee Stock Option (right to buy)	$ 15.6	09/20/2006		D			4,459	(17)	01/28/2011	Common Stock	4,459	(17)	0	D
Employee Stock Option (right to buy)	$ 15.6	09/20/2006		D			5,474	(18)	01/28/2012	Common Stock	5,474	(18)	0	D
Employee Stock Option (right to buy)	$ 22.7	09/20/2006		D			6,270	(19)	01/27/2011	Common Stock	6,270	(19)	0	D
Employee Stock Option (right to buy)	$ 22.7	09/20/2006		D			6,270	(20)	01/27/2012	Common Stock	6,270	(20)	0	D
Employee Stock Option (right to buy)	$ 22.7	09/20/2006		D			6,460	(21)	01/27/2013	Common Stock	6,460	(21)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COHEN COLIN M 2750 REGENT BLVD. DFW AIRPORT, TX 75261			Senior Vice President and CFO

Signatures

/s/ R. Sean Elliott, Attorney-in-Fact for Colin M. Cohen		09/21/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 30, 2006, by and among The Boeing Company ("Boeing"), Boeing-Avenger, Inc. and Aviall, Inc. (the "Merger Agreement") in exchange for a cash payment of $290,304, or $48.00 per share. Includes 750 shares of common stock held by Mr. Cohen as custodian for his daughter under the Uniform Gift to Minors Act.
(2)	Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 28, 2004 and provided for vesting on January 27, 2007, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $221,952, or $48.00 per share.
(3)	Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 27, 2005 and provided for vesting on January 26, 2008, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $173,376, or $48.00 per share.
(4)	Represents restricted stock units granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan, which were granted on January 26, 2006 and provided for vesting on January 25, 2009, that were disposed of pursuant to the Merger Agreement in exchange for a cash payment of $130,870, or $48.00 per share.
(5)	The Stock Appreciation Rights, which were granted on January 26, 2006 and provided for vesting as follows: vesting as to 5,346 shares on January 26, 2007 and expiring with respect to those shares on January 26, 2012; vesting as to 5,346 shares on January 26, 2008 and expiring with respect to those shares on January 26, 2013; and vesting as to 5,508 shares on January 26, 2009 and expiring with respect to those shares on January 26, 2014, were all cancelled immediately prior to the effective time of the merger in exchange for stock appreciation rights of Boeing, equal to the product of the number of cancelled Aviall, Inc. stock appreciation rights and the quotient obtained by dividing $48.00 by the closing price of a share of Boeing common stock listed on the New York Stock Exchange for the last trading day that preceded the effective time of the merger.
(6)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on October 29, 2003, was cancelled in the merger in exchange for a cash payment of approximately $74,424, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(7)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on October 29, 2003, was cancelled in the merger in exchange for a cash payment of approximately $442,356, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(8)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on October 29, 2004, was cancelled in the merger in exchange for a cash payment of approximately $74,424, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(9)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on October 29, 2004, was cancelled in the merger in exchange for a cash payment of approximately $442,356, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(10)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on October 29, 2005, was cancelled in the merger in exchange for a cash payment of approximately $90,084, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(11)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on October 29, 2005, was cancelled in the merger in exchange for a cash payment of approximately $90,084, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(12)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2004, was cancelled in the merger in exchange for a cash payment of approximately $160,538, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(13)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2005, was cancelled in the merger in exchange for a cash payment of approximately $160,538, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(14)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 30, 2006, was cancelled in the merger in exchange for a cash payment of approximately $165,403, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(15)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2005, was cancelled in the merger in exchange for a cash payment of approximately $172,141, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(16)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2006, was cancelled in the merger in exchange for a cash payment of approximately $27,670, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(17)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2006, was cancelled in the merger in exchange for a cash payment of approximately $27,670, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(18)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 28, 2006, was cancelled in the merger in exchange for a cash payment of approximately $27,670, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(19)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2006, was cancelled in the merger in exchange for a cash payment of approximately $158,631, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(20)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2007, was cancelled in the merger in exchange for a cash payment of approximately $158,631, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.
(21)	This option, granted pursuant to the Aviall, Inc. 1998 Stock Incentive Plan which provided for vesting on January 27, 2008, was cancelled in the merger in exchange for a cash payment of approximately $163,438, which is equal to the excess of $48.00 per share over the per share exercise price subject to such option.

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