Prepared by MERRILL CORPORATION




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Exhibit 4.4    
  


 
 

AMENDMENT TO RIGHTS AGREEMENT    
  


	1.
	General Background. In accordance with the Rights Agreement between First Chicago Trust Company (the "Rights Agent") and AAR Corp.,
(the "Client") the Rights Agent and AAR Corp. desire to amend the Agreement to appoint EquiServe Trust Company, N.A.



	2.
	Effectiveness. This Amendment shall be effective as of October 23, 2001 (the "Amendment") and all defined terms and
definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment.



	3.
	Revision. The section in the Agreement entitled "Change of Rights Agent" is hereby deleted in its entirety and replaced with the
following: 



Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred shares by registered or certified mail and to the holders of the Right Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated rights Agent or by the holder of a Right Certificate (who
shall, with such notice, submit such holder's Right Certificate for inspection by the company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the
laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100
million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in this Section 22, however, or any defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 



	4.
	Except
as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force and effect. 



    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through
their duly authorized officers, as of this 16 day of October, 2001. 



	
AAR Corp.	
 	

First Chicago Trust Company of

New York
	

/s/ Howard A. Pulsifer
 By: Howard A. Pulsifer

Title:VP Corp. Secy	
 	

/s/ Peter Sablich
 By: Peter Sablich

Title: Managing Director











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Exhibit 4.4


AMENDMENT TO RIGHTS AGREEMENT