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. Pulsifier, Secretary



SEAL