EXHIBIT 4.1

                                AMENDMENT NO. 1
                            TO THE RIGHTS AGREEMENT
                        BETWEEN HAWKER PACIFIC AEROSPACE
                       AND U.S. STOCK TRANSFER CORPORATION,
                                AS RIGHTS AGENT

     This Amendment No. 1 to the Rights Agreement (the "Agreement") between 
Hawker Pacific Aerospace and U.S. Stock Transfer Corporation, as Rights 
Agent, (the "Parties") is entered into this 31st day of March, 1999 for 
purposes of amending the Rights Agreement dated as of March 10, 1999 (the 
"Rights Agreement") between the Parties.

     1.  The Rights Agreement is hereby amended to correct a typographical 
error with respect to the Final Expiration Date, which should be March 25, 
2009, rather than February 27, 2008.  Accordingly, Section 7.(a) is hereby 
amended by substituting "March 25, 2009" in place of "February 27, 2008" in 
such Section.

     2.  In all other respects, the Rights Agreement remains in full force 
and effect.

     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 
to be duly executed and attested, all as of the date and year first above 
written.

                                       HAWKER PACIFIC AEROSPACE

Attest:



By /s/ Philip M. Panzera               By /s/ David L. Lokken
  -------------------------               --------------------------
  Name:  Philip M. Panzera                Name:  David L. Lokken
  Title: Vice President                   Title: President and Chief
         Chief Financial Officer                 Executive Officer



                                       U.S. STOCK TRANSFER CORPORATION

Attest:



By /s/ Syed A. Hussaini                By /s/ Enrique Artaza
   --------------------------             ------------------------------
   Name:  Syed A. Hussaini                Name:  Enrique Artaza
   Title: AVP Administrator               Title: Senior Vice President