Mail Stop 3561

								January 23, 2006

 BY U.S. Mail and Facsimile [ (630) 227-2101 ]

 Mr. Timothy J. Romenesko
   Chief Financial Officer
 AAR CORP.
 One AAR Place, 1100 N. Wood Dale Road
 Wood Dale, Illinois  60191

 	Re:	AAR Corp.
 		Form 10-K for Fiscal Year Ended May 31, 2005
 		Filed July 22, 2005
 		File No. 1-06263

Dear Mr. Romenesko:

	We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments.  Where indicated, we
think you should revise your documents in response to these
comments
in future filings with us.  Please confirm that such comments will
be
complied with.  If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing the information, we may or may not raise additional
comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 15 business days of the date of this letter.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


FORM 10-K (Fiscal Year Ended May 31, 2005)

Management`s Discussion and Analysis, page 12

1. Provide a discussion of your changing the name and revising the
composition of your segments during the most recent fiscal year
presented, similar to the discussion provided in the Business
section
of the filing.  As a related matter, please expand the disclosures
in
the financial statement footnotes to comply with the requirements
of
paragraph 34 of SFAS 131.  We assume that earlier periods have
been
restated for consistency.

Results of Operations

2. Expand your results of operations section to provide a
discussion
of your gross profit (loss) by segment for each year presented,
and
clarify here and in Note 13 to the audited financial statements
whether this is the primary profitability measure used by your
chief
operating decision maker, as is implied in Note 13.  In addition,
discuss the percentage of your sales and operating profit (loss)
generated from international operations and, if material, by
geographical region.

3. Provide discussion of the pending litigation with the Michigan
Department of Environmental Quality and disclose the amount of
accrued costs to date, and the total claims against the Company.
Disclose whether or not the Company believes the ultimate outcome
will have a material impact on your financial condition and
results
of operations.  Alternatively, please tell us why no related
disclosures are considered necessary.

Contractual Obligations and Off-Balance Sheet Arrangements, page
17

4. We believe that scheduled interest payments should generally be
included in the table and that interest on fixed rate obligations
should be included at a minimum.  If interest on any obligations
is
not included in the table because it cannot be reliably estimated,
please disclose this fact and state the amounts and significant
terms
of those obligations in an accompanying footnote to the table.

5. We note you have purchase obligations approximating $75 million
of
which $71 million is due in fiscal 2006.  You disclose in the
paragraphs preceding the table that you anticipate capital
expenditures for fiscal 2006 to be $15 million to $20 million.
Please disclose the nature of the purchase obligations to be
incurred
and explain how it differs from the anticipated capital
expenditures.

6. To the extent that you are required to or are planning to fund
pension or other post-employment benefits in the future, the table
should include that information.


Critical Accounting Policies and Significant Estimates, page 17

7. As the accounting for employee benefit plans typically involves
numerous assumptions and estimates, we believe that related
disclosures may be appropriate in both "Critical Accounting
Policies"
and under "Operating Results."  These disclosures should include
such
information as the nature of the benefit plans, changes in the
plans,
character of deferred gains or losses, a comparison of significant
assumptions with actual experience and the nature and timing of
future funding requirements.  Please refer to the specific
guidance
set forth in Section II-J of "Current Accounting and Disclosure
Issues in the Division of Corporation Finance" for December 1,
2005
and expand your disclosures as appropriate.

Financial Statements

Note 1. Summary of Significant Accounting Policies

Transfer of Financial Assets, page 28

8. We note that your subsidiaries sell certain receivables to a
wholly owned and consolidated subsidiary of the company daily.
This
entity, in turn, sells an undivided percentage ownership interest
in
the receivables to an unrelated third party.  In view of the
nature
of these activities and their increasing significance, please
expand
your related disclosures to more completely explain how you record
and account for these transactions.

Note 6. Employee Benefit Plans, page 42

9. Please tell us, and specifically disclose, the interest
crediting
rate under the cash balance pension plan.

10. Please describe to us, in detail, how you selected the
discount
rates you applied to measure the defined benefit obligations for
your
domestic plans.  Provide us with objectively verifiable support
for
the rates you have applied in each of the periods for which
financial
statements have been presented.  Your attention is invited to EITF
Topic D-36 in this regard.  As a related matter, we would expect
registrants with material defined benefit plans to clearly
disclose
how discount rates are determined, either in the financial
statement
footnotes or in the critical accounting policies discussion in
MD&A.
Please see "Current Accounting and Disclosure Issues in the
Division
of Corporation Finance" dated December 1, 2005, Section II-J for
guidance with these disclosures.


Note 7. Aircraft Joint Venture, page 47

11. Refer to the last paragraph under this note.  Tell us and
disclose your ownership percentage of the joint venture that you
consolidate and disclose the reasons why this entity is
consolidated.

Form 8-K dated November 18, 2005

12. We note that your exhibit contains references to both EBIT and
EBITDA.  These measures constitute Non-GAAP financial measures.
As
such, they are subject to the disclosure requirements of CFR
Release
No. 33-8176 and to Regulation G, thereunder.  Regardless of
whether
an exhibit has been furnished or filed, Regulation G requires you
to
present the most directly comparable financial measure calculated
and
presented in accordance with GAAP and a quantitative
reconciliation
of the differences between that measure and the non-GAAP financial
measure presented.  Further, you should disclose the reasons why
management believes that the presentation of the non-GAAP
financial
measure provides useful information to investors regarding
financial
position and operating results.  Your reasons should be detailed
and
specific.  That is, a statement that the measure is "useful to"
analysts, investors or others is not sufficient.  Finally, if
applicable, you should disclose any additional purposes for which
management uses the non-GAAP financial measure that are not
otherwise
disclosed.  Please expand your disclosures accordingly.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.



			In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 551-3328, or Ms. Margery Reich, Senior Staff Accountant, at
(202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3211 with any other questions.

      Sincerely,



							David R. Humphrey
							Accounting Branch Chief

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Timothy J. Romenesko
AAR Corp.
January 23, 2006
Page 5