8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 8, 2008

Date of Report (Date of earliest event reported)

AAR CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation)

1-6263	36-2334820
(Commission File Number)	(IRS Employer Identification No.)

One AAR Place, 1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

Registrant’s telephone number, including area code:  (630) 227-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events

AAR CORP. (the “Company”), issued a press release on January 9, 2008 announcing that it has requested  U.S. Bank National Association, a United States banking association, as trustee under the Indenture dated as of February 3, 2004, among AAR CORP. and U.S. Bank National Association relating to the 2.875% Convertible Senior Notes due February 1, 2024 issued by AAR CORP. (the “Notes”), to issue a Notice of Redemption to holders of the Notes to redeem on February 12, 2008 (the “Redemption Date”) all of the outstanding Notes at a redemption price (the “Redemption Price”) of 100.958% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date.

The Notes must be surrendered to U.S Bank National Association, as Paying Agent, in accordance with the instructions in the Notice of Redemption.

Interest on the Notes will cease to accrue on and after the Redemption Date, and the only remaining right of the holders of the Notes is to receive payment of the Notes upon surrender of the Notes to the Paying Agent.  On or prior to 5:00 p.m. on February 11, 2008, holders of the Notes may elect to convert their Notes into Common Stock of the Company at a conversion rate of 53.7924 shares of Common Stock per $1,000 principal amount of Notes by surrendering their Notes to U.S. Bank National Association, as Conversion Agent, in accordance with the instructions in the Notice of Redemption.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)           Exhibits

                99.1         Press Release issued by AAR CORP. dated January 9, 2008.

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SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       January 10, 2008

	AAR CORP.
By:	/s/ RICHARD J. POULTON
	Richard J. Poulton
	Vice President-Chief Financial Officer & Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by AAR CORP. dated January 9, 2008.

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EX-99.1

Exhibit 99.1

NEWS

For immediate release

Contact:	Richard J. Poulton
	Vice President, Chief Financial Officer
	(630) 227-2075
	E-mail address: rpoulton@aarcorp.com

AAR CORP. CALLS FOR REDEMPTION OF 2.875% CONVERTIBLE SENIOR NOTES

WOOD DALE, ILLINOIS (January 9, 2008) — AAR CORP. (NYSE: AIR) announced today that on February 12, 2008 (the “Redemption Date”), it will redeem in full the Company’s 2.875% Convertible Senior Notes due February 1, 2024 (the “Notes”). The aggregate principal amount of the Notes outstanding is approximately $16.36 million.

On the Redemption Date, the Notes will be redeemed at a redemption price of 100.958% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date.

Alternatively, on or prior to 5:00 p.m., Eastern Time, on February 11, 2008, holders may elect to convert their Notes into shares of the Company’s Common Stock at a conversion price of approximately $18.59 per share of Common Stock (which is equal to a conversion rate of approximately 53.7924 shares of common stock per $1,000 principal amount of Notes). Cash will be paid in lieu of fractional shares. The last reported sale price of the Company’s Common Stock on the on the New York Stock Exchange, as of January 8, 2008, was $31.25 per share.

Any Notes not converted on or before 5:00 p.m. on February 11, 2008, will be automatically redeemed on February 12, 2008, after which interest will cease to accrue.

A Notice of Redemption is being mailed to all registered holders of the Notes. Copies of the Notice of Redemption may be obtained from the paying and redemption agent, U.S. Bank National Association by calling Mr. Richard Prokosch at 651-495-3918.

AAR is a leading provider of products and value-added services to the worldwide aerospace and defense industry.  With facilities and sales locations around the world, AAR uses its close-to-the-customer business model to serve aviation and defense customers through four operating segments: Aviation Supply Chain; Maintenance, Repair & Overhaul; Structures & Systems and Aircraft Sales & Leasing. More information can be found at www.aarcorp.com.

One AAR Place · 1100 N. Wood Dale Road · Wood Dale, Illinois 60191 USA · 1-630-227-2000 Fax 1-630-227-2101