AMENDMENT TO THE
                                AAR CORP. BY-LAWS

         WHEREAS, AAR CORP. (the "Company") has adopted a form of by-laws (the
         "By-Laws") and reserves the right to amend the By-Laws; and

         WHEREAS, the Company has amended the By-Laws from time to time in the
         past, and now desires to amend the By-Laws further to add language
         regarding shareholder nominations for director and other shareholder
         proposals;

         NOW, THEREFORE, the By-Laws are hereby amended effective April 11, 2000
         in the following respect:

                  To amend the Amended By-Laws of AAR CORP. by adding the
                  following language as new Article IX of the Corporation's
                  by-laws:

                                          "ARTICLE IX

                      NOTICE OF SHAREHOLDER NOMINATIONS FOR DIRECTOR AND OTHER
                                      SHAREHOLDER PROPOSALS.

                           Written notice of shareholder nominations for
                  Director or any other shareholder proposal for vote of the
                  shareholders at any annual or special meeting of the
                  shareholders called for the election of directors or for any
                  other action by vote of shareholders, shall be given
                  personally or by mail to the Secretary of the Corporation not
                  less than 180 days before the date of the meeting. With
                  respect to a proposed nominee for election as a director, to
                  be effective such notice must state the full name and address
                  of each proposed nominee and a brief biographical history
                  setting forth past and present directorships, employment, and
                  occupations and any other qualifications, together with a
                  statement that the proposed nominee(s) has consented to being
                  nominated and to serve if elected; with respect to any other
                  proposed action for vote of shareholders, to be effective such
                  notice must clearly state the proposal, the reasons for the
                  proposal and a brief description of how the proposed action,
                  if adopted, would benefit the Company and/or it shareholders.
                  Notice by mail shall be deemed given upon receipt thereof by
                  the Secretary of the Corporation. If a meeting is adjourned to
                  another time or place, it shall not be necessary for a
                  shareholder to give further notice. Unless such notice is
                  given, the shareholder nomination or other shareholder
                  proposal for shareholder vote, shall not be included in the
                  Corporation's proxy



                  statement nor put for a vote of the shareholders until such
                  notice requirements are met."

         This Amendment has been executed by the Company by its duly authorized
officer effective as of April 11, 2000 and attested by its Secretary.

                                    AAR CORP.

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

ATTEST:

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


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