EXHIBIT 10.1


                                SIXTH AMENDMENT TO
                           AAR CORP. STOCK BENEFIT PLAN

     WHEREAS, AAR CORP. (the "Company") adopted the AAR CORP. Stock Benefit
Plan (the "Plan") on July 16, 1992, amended the Plan by a First Amendment
dated July 29, 1996, a Second Amendment dated January 2, 1997, a Third
Amendment dated May 6, 1997, a Fourth Amendment dated March 20, 1998, and a
Fifth Amendment dated December 16, 1999, and reserved the right to further
amend the Plan; and

     WHEREAS, the Board of Directors of the Company deems it appropriate to
further amend the Plan as described below and approved such amendment at its
October 14, 1999 meeting.

     NOW, THEREFORE, the Plan is hereby amended as follows, effective
October 13, 1999:

     Section 5.1 is amended to read as follows:

          "All Awards to Non-Employee Directors shall be automatic and non-
     discretionary. Each individual who is a Non-Employee Director on the
     effective date of the Plan shall automatically receive an Award, on the
     effective date, consisting of a NSO to purchase 10,000 Shares and each
     individual who becomes a Non-Employee Director after the effective date
     of the Plan shall automatically receive an Award, on the date he or she
     becomes a Non-Employee Director, consisting of a NSO to purchase 10,000
     Shares. The preceding formula for Awards to Non-Employee Directors shall
     not be changed more than once in any six-month period."




     This Sixth Amendment has been executed by the Company, by its duly
authorized officer, on this 14 day of October, 1999, and attested by its
Secretary.


                                 AAR CORP.


                                 By  /s/ David P. Storch
                                     --------------------------
                                         David P. Storch
                                         President and Chief Executive Officer

ATTEST:


/s/ Howard A. Pulsifer
- ---------------------------------
    Howard A. Pulsifer, Secretary



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