AAR CORP — Director's Dealing 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AAR CORP (AIR)
CIK: 0000001750
Period of Report: 2003-07-21

Reporting Person: SHARP MICHAEL J (VP/Chief Accounting Officer)

Non-Derivative Transactions

Derivative Transactions

Footnotes

F1: Award of stock pursuant to Restricted Stock Agreement in transaction exempt under Rule 16b-3.

F2: 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.

F3: The option vests in four equal installments beginning on July 21, 2004.