UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM 8-K


                  Current Report Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported): December 10, 1997


                                      AAR CORP.
                (Exact name of registrant as specified in its charter)

                              -------------------------


          Delaware                      1-6263                   36-2334820
(State or other jurisdiction of  (Commission file number)   (I.R.S. employer
incorporation or organization)                               identification no.)




            1100 North Wood Dale Road
               Wood Dale, Illinois                        60191
      (Address of principal executive offices)          (Zip Code)

          Registrant's telephone number, include area code:  (630) 227-2000



                                    Not Applicable
             (Former name or former address, if changed since last year)


Exhibit Index is located on page 4.






ITEM 5.   OTHER EVENTS.

     On December 10, 1997 AAR CORP. (the "Company") entered into an Amended 
and Restated Underwriting Agreement with Goldman, Sachs & Co. and William 
Blair & Company, L.L.C. and a Second Supplemental Indenture with First Trust 
National Association in connection with a public offering of its 6.875% Notes 
due 2007 under the Company's shelf Registration Statement on Form S-3 
(Registration No. 33-42326).

     Copies of said Amended and Restated Underwriting Agreement and 
Second Supplemental Indenture are filed as Exhibits 1.1 and 4.1, 
respectively, to this Report on Form 8-K and hereby are incorporated by 
reference herein.

ITEM 7(c).     EXHIBITS.

Exhibit  1.1   Amended and Restated Underwriting Agreement dated as of
               December 10, 1997 among AAR CORP., Goldman, Sachs & Co. and
               William Blair & Company, L.L.C.

Exhibit  4.1   Second Supplemental Indenture dated as of December 10, 1997
               between AAR CORP. and First Trust National Association.


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                                      SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 AAR CORP.



Dated: December 10, 1997          By:  /s/ Timothy J. Romenesko
                                      ----------------------------------------
                                      Timothy J. Romenesko
                                      Vice President, Chief Financial Officer
                                        and Treasurer


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                                    EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION 

Exhibit  1.1   Amended and Restated Underwriting Agreement dated as 
               of December 10, 1997 among AAR CORP., Goldman, Sachs & Co.
               and William Blair & Company, L.L.C.

Exhibit  4.1   Second Supplemental Indenture dated as of
               December 10, 1997 between AAR CORP. and First Trust National
               Association.


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