SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MCDONALD JAMES M

(Last)

(First)

(Middle)

1100 N. WOOD DALE ROAD

(Street)

WOOD DALE

60191-

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2003

3. Issuer Name and Ticker or Trading Symbol
AAR CORP [ AIR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,060	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	10/09/2002⁽²⁾	10/09/2012	Common Stock	5,000	$3.2⁽¹⁾	D
Stock Option	07/09/2002⁽³⁾	07/09/2012	Common Stock	9,000	$8.59⁽¹⁾	D
Stock Option	07/09/2002⁽⁴⁾	07/09/2012	Common Stock	1,800	$8.59⁽¹⁾	D
Stock Option	07/11/2000⁽⁵⁾	07/11/2010	Common Stock	7,500	$13.4375⁽¹⁾	D
Stock Option	07/10/2001⁽⁶⁾	07/10/2011	Common Stock	5,000	$14.9⁽¹⁾	D
Stock Option	10/09/1996	10/09/2006	Common Stock	3,000	$16.0834⁽¹⁾	D
Stock Option	10/14/1998	10/14/2008	Common Stock	4,000	$17.75⁽¹⁾	D
Stock Option	07/13/1999⁽⁷⁾	07/13/2009	Common Stock	6,000	$22.625⁽¹⁾	D
Stock Option	10/08/1997	10/08/2007	Common Stock	3,750	$23.0834⁽¹⁾	D

Explanation of Responses:

1. Grantee may elect to pay the exercise price of the option or any tax withholding obligation in connection therewith by directing the Company to withhold a portion of the shares otherwise distributable to the grantee upon exercise or by transferring to the Company previously acquired shares, valued at their fair market value on such taxable date.

2. The option vests in five equal installments beginning on October 9, 2003.

3. 20% of grant shares exercisable upon the first to occur of (i) the date the average share price equals or exceeds a 10% increase in share value (subject to a minimum vesting waiting period of 6 months from date of grant), or (ii) next grant anniversary date.

4. Shares become exercisable upon the first to occur of (i) the date the rolling 20-day average NYSE closing price equals or exceeds $10.74 (subject to a minimum vesting waiting period of 6 months from date of grant), and (ii) July 9, 2009.

5. The option vests in five equal installments beginning on July 11, 2001.

6. The option vests in five equal installments beginning on July 10, 2002.

7. The option vests in five equal installments beginning on July 13, 2000.

	Jo-Ellen Kiddie, Power of Attorney	10/16/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.