R E C I T A L

                                                                  EXHIBIT 4.5

                           AMENDMENT NUMBER ONE TO THE
                            HAWKER PACIFIC AEROSPACE
                        MANAGEMENT STOCK OPTION AGREEMENT

     THIS AMENDMENT NUMBER ONE TO THE HAWKER PACIFIC AEROSPACE MANAGEMENT
STOCK OPTION AGREEMENT (this "Agreement") is made as of the 28th day of
October, 1998 by and between Hawker Pacific Aerospace, a California
corporation (the "Company"), and __________ ("Optionee").

                                  R E C I T A L

     WHEREAS, pursuant to action by the Board of directors of the Company,
the Company was authorized to grant to Optionee a management stock option to
purchase _______ shares of Common Stock of the Company (the "Option Shares");
and

     WHEREAS, the Company and Optionee entered into a Management Stock
Option Agreement dated November 14, 1997 (the "Option Agreement"); and

     WHEREAS, the Company effected a one-for-.9907406 reverse stock split in
January, 1998, so that the _______ shares set forth in the original
Management Stock Option Agreement actually represent _______ shares subject
to the Option Agreement; and

     WHEREAS, the Company desires to decrease the price per share of said
Option Shares from its current exercise price of $8.00 per share.

                                A G R E E M E N T

     NOW, THEREFORE, in consideration of the promises and of the undertakings
of the parties hereto contained herein, it is hereby agreed that Paragraph 1
of the Option Agreement is hereby amended to read in its entirety as follows:

     "II. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the
Board of Directors, the Company hereby grants to Optionee the option
("Option") to purchase, upon and subject to the terms and conditions of this
agreement, ______ shares of Common Stock of the Company ("Shares") at a price
per share of $3.563. The number of Shares and the exercise price of the
Option stated herein give effect to a 579.48618-for-1 stock split of the
Company's Common Stock effected in November 1997 and the one-for-.9907406
reverse stock split effected January 28, 1998."



     In all other respects, the Option Agreement shall remain in full force
and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.

                                        HAWKER PACIFIC AEROSPACE

                                        By __________________________________
                                           Chairman


                                        OPTIONEE

                                        _____________________________________

                                        Address:

                                        _____________________________________

                                        _____________________________________

                                        _____________________________________