Securities And Exchange Commission
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934

                                 Amendment No. 9

                                 AAR Corporation
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                 (CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      |X|   Rule 13d-1 ( b)
      |_|   Rule 13d-1 ( c)
      |_|   Rule 13d-1 ( d)

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page. The information in the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18
of the Securities and Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

Cusip No. 000361105                    13G

1.    Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      Westport Asset Management, Inc. - 06-1087640
      Westport Advisers LLC - 06-1497709
2.    Check the appropriate box if a member of a group*

      (a)   |_|
      (b)   |X|
3.    SEC Use Only

4.    Citizenship or Place or Organization

 Number of              5.    Sole Voting Power
Beneficially                  0
  Owned By              --------------------------------------------------------
    Each                6.    Shared Voting Power
   Person                     710,450
    With                --------------------------------------------------------
                        7.    Sole Dispositive Power

                        8.    Shared Dispositive Power

9.    Aggregate Amount Beneficially Owned by each Reporting Person

10.   Check Box if the aggregate amount in row (9) excludes certain shares |X|

11.   Percent of Class Represented by Amount in Row 9

12.   Type of Reporting Person*


Item 1 (a)              Name of Issuer:

                        AAR Corporation

Item 1 (b):             Address of Issuer's Principal Executive Offices:

                        1100 North Wood Dale Road
                        Wood Dale, IL 60191

Item 2 (a):             Name of Person Filing:

                        Westport Asset Management, Inc.

Item 2 (b):             Address of Principal Business Office:

                        253 Riverside Avenue
                        Westport, CT  06880

Item 2(c):              Citizenship:


Item 2(d):              Title of Class of Securities:

                        Common Stock

Item 2 (e):             CUSIP Number:


Item 3.                 If this stated is filed pursuant to Rules
                        13d-1(b), or 13d-2(b), check whether the
                        person filing is a:

                        (a)  ( )   Broker or Dealer registered under Section
                                   15 of the Act

                        (b)  ( )   Bank as defined in Section 3(b)(6) of the

                        (c)  ( )   Insurance Company as defined in Section
                                   3(a) (19) of the Act

                        (d)  ( )   Investment Company registered under
                                   Section 8 of the Investment Company Act

                        (e)  (X)   Investment Adviser registered under Section
                                   203 of the Investment Advisors Act of 1940

                        (f)  ( )   Employee Benefit Plan, Pension Fund which
                                   is subject to the Provisions of the Employee
                                   Retire- ment Income Security Act of 1974 or
                                   Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)

                        (g)  (X)   Parent Holding Company, in accordance with
                                   ss.240.13d-1(b)(ii)(G) (Note: See Item 7)

                        (h)  ( )   Group in accordance with ss.240.13d-1(b)(1)

Item 4.                 Ownership.

                        (a)   Amount Beneficially owned: 801,950 shares

                        (b)   Percent of Class: 2.49%

                        (c)   Number of shares as to which such person has:

                              (i)   sole power to vote or to direct the vote:

                              (ii)  shared power to vote or to direct the vote:

                              (iii) sole power to dispose or to direct the
                                    disposition of: 0

                              (iv)  shared power to dispose or to direct the
                                    disposition of: 801,950

Item 5.                 Ownership of Five Percent or Less of a Class

                        If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following |X|

Item 6.                 Ownership of More than Five Percent on Behalf of Another


Item 7.                 Identification and Classification of the Subsidiary
                        Which acquired the Security Being Reported on By the
                        Parent Holding Company.

Westport Asset Management,Inc. makes this filing pursuant to Rule 13D-1 (b) (ii)
(G) since it owns 50% of Westport Advisers LLC. Westport Asset Management, Inc.
is an investment advisor and Westport Advisors LLC is an investment advisor for
a Series of Public Mutual Funds.

Item 8.                 Identification and Classification of Members of the


Item 9.                 Notice of Dissolution of Group.


Item 10.                Certification

                        By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.


                        The undersigned expressly declares that the filing of
this Schedule 13G shall not be construed as an admission that such person is,
for the purpose of Section 13(d) or 13(g) of the Securities Act of 1934, the
beneficial owner of any securities covered by this statement.

                        Signature. After reasonable inquiry and to the best of
                        my knowledge and belief, I certify that the information
                        set forth in this statement is true, complete and

Date     February 14, 2005

                                         Westport Asset Management, Inc.

                                         By /s/ Andrew J. Knuth
                                            Andrew J. Knuth, Chairman