<PAGE>

                                                                Registration No.


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                                    AAR CORP.
             (Exact name of registrant as specified in its charter)


                DELAWARE                                         36-2334820
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

         1111 NICHOLAS BOULEVARD
       ELK GROVE VILLAGE, ILLINOIS
(Address of principal executive offices)                            60007
                                                                 (Zip code)

                          AAR CORP. STOCK BENEFIT PLAN
      (FORMERLY KNOWN AS AAR CORP. AMENDED STOCK OPTION AND INCENTIVE PLAN)
                            (Full title of the plan)

                               HOWARD A. PULSIFER
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                             1111 NICHOLAS BOULEVARD
                       ELK GROVE VILLAGE, ILLINOIS  60007
                     (Name and address of agent for service)

                                 (708) 439-3939
          (Telephone number, including area code, of agent for service)

               APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE:
           FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS OF THE PLAN.


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
      TITLE OF              AMOUNT         PROPOSED MAXIMUM           PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
    SECURITIES TO            TO BE      OFFERING PRICE PER UNIT   AGGREGATE OFFERING PRICE             FEE
    BE REGISTERED         REGISTERED              (a)                        (a)
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>                       <C>                        <C>
Common Stock, $1.00
      par value         143,147 shares          $12.75                   $1,825,124                 $ 629.35
- --------------------------------------------------------------------------------------------------------------------
    Common Stock
   Purchase Rights      143,147 rights            (b)                        (b)                       (b)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------

<FN>
(a) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933.

(b) Each unit consists of one share of Common Stock and one related Common Stock
Purchase Right.  The Rights currently are not evidenced by separate certificates
and may not be transferred except upon transfer of the related shares.  The
value attributable to the Common Stock Purchase Rights is reflected in the
market price of the Common Stock.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>

                             REGISTRATION STATEMENT

Pursuant to General Instruction E of Form S-8, the contents of the Registration
Statement of Registrant on Form S-8, Registration No. 33-26783, filed by the
Registrant with the Securities and Exchange Commission on February 1, 1989,
registering its Common Stock, $1.00 par value per share, and its Common Stock
Purchase Rights, issuable pursuant to the AAR CORP. Stock Benefit Plan, are
hereby incorporated by reference.


                                                                          Page 2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

All information required in this registration statement not included in the
Exhibits attached hereto or set forth on the signature page are set forth in the
Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783)
which are incorporated herein by reference.

Item 8. Exhibits.

The Exhibits filed herein are set forth on the exhibit index filed as part of
this Registration Statement on page 6 hereof.


                                                                          Page 3

<PAGE>

                                POWER OF ATTORNEY

KNOWN BY ALL MEN BY THESE PRESENTS, that each of the persons signing this
Registration Statement as a director or officer, or both, of AAR CORP., a
Delaware corporation, hereby constitutes and appoints Ira A. Eichner, David P.
Storch, and Howard A. Pulsifer, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


                                                                          Page 4

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Elk Grove Village, State of Illinois, on
October 12, 1994.

                                        AAR CORP.

                                        By:
                                           -------------------------------------
                                             Ira A. Eichner
                                             Chairman of the Board and
                                             Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and
effective on the dates indicated.


SIGNATURE                TITLE                              DATE
- ---------                -----                              ----

                         Chairman of the Board and          October 12, 1994
- ----------------------   Chief Executive Officer; Director
Ira A. Eichner           (Principal Financial Officer)

                         President and Chief Operating      October 12, 1994
- ----------------------   Officer; Director
David P. Storch

                         Vice President - Controller        October 12, 1994
- ----------------------   (Principal Accounting Officer)
Timothy J. Romenesko

                         Director                           October 12, 1994
- ----------------------
A. Robert Abboud

                         Director                           October 12, 1994
- ----------------------
Howard B. Bernick

                         Director                           October 12, 1994
- ----------------------
Edgar D. Jannotta

                         Director                           October 12, 1994
- ----------------------
Robert D. Judson

                         Director                           October 12, 1994
- ----------------------
Erwin E. Schulze

                         Director                           October 12, 1994
- ----------------------
Joel D. Spungin

                         Director                           October 12, 1994
- ----------------------
Lee B. Stern

                         Director                           October 12, 1994
- ----------------------
Richard D. Tabery


                                                                          Page 5

<PAGE>

                                  EXHIBIT INDEX

         Item                                    Exhibits
         ----                                    --------

4.   Instruments         4.1  Instruments defining the rights of security
     defining the             holders are hereby incorporated by reference to
     rights of                Exhibits to the Registrant's Annual Report on
     security holders         Form 10-K for the fiscal year ended May 31, 1994.

5.   Opinion re          5.1  Opinion of Mr. Howard A. Pulsifer, Vice President,
     legality                 General Counsel and Secretary (filed herewith,
                              Page 7).

23.  Consents            23.1 Consent of KPMG Peat Marwick LLP (filed herewith,
                              Page 8).

                         23.2 Consent of Mr. Howard A. Pulsifer, Vice President,
                              General Counsel and Secretary (contained in
                              opinion referred to in Exhibit 5.1)

24.  Power of            The Power of Attorney immediately precedes the
     Attorney            signature page hereof (filed herewith, Page 4).


                                                                          Page 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10442}]
{"company-data": {"conformed-name": "AAR CORP", "cik": "0000001750", "assigned-sic": "5080", "irs-number": "362334820", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56023", "film-number": "94552693"}, "business-address": {"street1": "1111 NICHOLAS BLVD", "city": "ELK GROVE VILLAGE", "state": "IL", "zip": "60007", "phone": "7084393939"}, "mail-address": {"street1": "1111 NICHOLAS BLVD", "city": "ELK GROVE VILLAG", "state": "IL", "zip": "60007"}, "former-company": {"former-conformed-name": "ALLEN AIRCRAFT RADIO INC", "date-changed": "19700204"}}
Registration No.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                                    AAR CORP.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                         36-2334820
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

         1111 NICHOLAS BOULEVARD
       ELK GROVE VILLAGE, ILLINOIS
(Address of principal executive offices)                            60007
                                                                 (Zip code)

                          AAR CORP. STOCK BENEFIT PLAN
      (FORMERLY KNOWN AS AAR CORP. AMENDED STOCK OPTION AND INCENTIVE PLAN)
                            (Full title of the plan)

                               HOWARD A. PULSIFER
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                             1111 NICHOLAS BOULEVARD
                       ELK GROVE VILLAGE, ILLINOIS  60007
                     (Name and address of agent for service)

                                 (708) 439-3939
          (Telephone number, including area code, of agent for service)

               APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE:
           FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS OF THE PLAN.

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
      TITLE OF              AMOUNT         PROPOSED MAXIMUM           PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
    SECURITIES TO            TO BE      OFFERING PRICE PER UNIT   AGGREGATE OFFERING PRICE             FEE
    BE REGISTERED         REGISTERED              (a)                        (a)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00
      par value         143,147 shares          $12.75                   $1,825,124                 $ 629.35
- --------------------------------------------------------------------------------------------------------------------
    Common Stock
   Purchase Rights      143,147 rights            (b)                        (b)                       (b)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
(a) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933.

(b) Each unit consists of one share of Common Stock and one related Common Stock
Purchase Right.  The Rights currently are not evidenced by separate certificates
and may not be transferred except upon transfer of the related shares.  The
value attributable to the Common Stock Purchase Rights is reflected in the
market price of the Common Stock.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT

Pursuant to General Instruction E of Form S-8, the contents of the Registration
Statement of Registrant on Form S-8, Registration No. 33-26783, filed by the
Registrant with the Securities and Exchange Commission on February 1, 1989,
registering its Common Stock, $1.00 par value per share, and its Common Stock
Purchase Rights, issuable pursuant to the AAR CORP. Stock Benefit Plan, are
hereby incorporated by reference.

                                                                          Page 2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

All information required in this registration statement not included in the
Exhibits attached hereto or set forth on the signature page are set forth in the
Registration Statement of the Registrant on Form S-8 (Registration No. 33-26783)
which are incorporated herein by reference.

Item 8. Exhibits.

The Exhibits filed herein are set forth on the exhibit index filed as part of
this Registration Statement on page 6 hereof.

                                                                          Page 3
POWER OF ATTORNEY

KNOWN BY ALL MEN BY THESE PRESENTS, that each of the persons signing this
Registration Statement as a director or officer, or both, of AAR CORP., a
Delaware corporation, hereby constitutes and appoints Ira A. Eichner, David P.
Storch, and Howard A. Pulsifer, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                          Page 4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Elk Grove Village, State of Illinois, on
October 12, 1994.

                                        AAR CORP.

                                        By:
                                           -------------------------------------
                                             Ira A. Eichner
                                             Chairman of the Board and
                                             Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and
effective on the dates indicated.

SIGNATURE                TITLE                              DATE
- ---------                -----                              ----

                         Chairman of the Board and          October 12, 1994
- ----------------------   Chief Executive Officer; Director
Ira A. Eichner           (Principal Financial Officer)

                         President and Chief Operating      October 12, 1994
- ----------------------   Officer; Director
David P. Storch

                         Vice President - Controller        October 12, 1994
- ----------------------   (Principal Accounting Officer)
Timothy J. Romenesko

                         Director                           October 12, 1994
- ----------------------
A. Robert Abboud

                         Director                           October 12, 1994
- ----------------------
Howard B. Bernick

                         Director                           October 12, 1994
- ----------------------
Edgar D. Jannotta

                         Director                           October 12, 1994
- ----------------------
Robert D. Judson

                         Director                           October 12, 1994
- ----------------------
Erwin E. Schulze

                         Director                           October 12, 1994
- ----------------------
Joel D. Spungin

                         Director                           October 12, 1994
- ----------------------
Lee B. Stern

                         Director                           October 12, 1994
- ----------------------
Richard D. Tabery

                                                                          Page 5
EXHIBIT INDEX

         Item                                    Exhibits
         ----                                    --------

4.   Instruments         4.1  Instruments defining the rights of security
     defining the             holders are hereby incorporated by reference to
     rights of                Exhibits to the Registrant's Annual Report on
     security holders         Form 10-K for the fiscal year ended May 31, 1994.

5.   Opinion re          5.1  Opinion of Mr. Howard A. Pulsifer, Vice President,
     legality                 General Counsel and Secretary (filed herewith,
                              Page 7).

23.  Consents            23.1 Consent of KPMG Peat Marwick LLP (filed herewith,
                              Page 8).

                         23.2 Consent of Mr. Howard A. Pulsifer, Vice President,
                              General Counsel and Secretary (contained in
                              opinion referred to in Exhibit 5.1)

24.  Power of            The Power of Attorney immediately precedes the
     Attorney            signature page hereof (filed herewith, Page 4).

                                                                          Page 6