Amendment to
                      Restated Certificate of Incorporation
                                  of AAR CORP.

         It is hereby certified that:

         1.       (a)      the present name of the corporation (hereinafter
called the "Corporation") is AAR CORP.

                  (b)      the name under which the Corporation was originally
incorporated is Allen Aircraft Radio, Inc.; and the date of filing of the
original certificate of incorporation of the Corporation with the Secretary of
State of Delaware is April 11, 1966.

         2.       the Restated Certificate of Incorporation of the Corporation
is hereby amended by deleting the first paragraph of Article FOURTH thereof and
substituting in lieu of said paragraph a new first paragraph FOURTH to read as
follows:

         "FOURTH. The total number of shares which the Corporation shall have
authority to issue is One Hundred Million Two Hundred Fifty Thousand
(100,250,000), of which Two Hundred Fifty Thousand (250,000) shares at a par
value of $1.00 per share shall, be Preferred Stock and One Hundred Million
(100,000,000) shares at a par value of $1.00 per share shall be Common Stock.
Any and all such shares issued, and for which the full consideration has been
paid or delivered, shall be deemed fully paid shares and the holder of such
shares shall not be liable for any further call or assessment or any other
payment thereon."

         3.       the Board of Directors of the Corporation has duly adopted,
and a majority of the stockholders of the Corporation have duly approved, this
Amendment to Restated Certificate of Incorporation pursuant to the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

         Signed and attested to on November 3, 1999.


                                                  /s/ David P. Storch
                                                  ------------------------------
                                                  David P. Storch, President

ATTEST:

/s/ Howard A. Pulsifer
--------------------------------
Howard A. Pulsifer, Secretary