<PAGE>
<Page 1>

As filed with the Securities and Exchange Commission on July 18, 1997

                                                      Registration No. 33-


                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C. 20549
                     ___________________________

                               FORM S-8
                        Registration Statement
                                Under
                      The Securities Act of 1933
                      _________________________

                        SUNDSTRAND CORPORATION
        (Exact name of registrant as specified in its charter)
          Delaware                              36-1840610
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification No.)

                        Sundstrand Corporation
                         4949 Harrison Avenue
                            P.O. Box 7003
                    Rockford, Illinois  61125-7003

        (Address of principal executive offices and zip code)

             SUNDSTRAND CORPORATION STOCK INCENTIVE PLAN
                       (Full title of the plan)

                         Richard M. Schilling
                        Sundstrand Corporation
                         4949 Harrison Avenue
                            P.O. Box 7003
                   Rockford, Illinois   61125-7003
               (Name and address of agent for service)

                            (815) 226-6000
    (Telephone number, including area code, of agent for service)

 APPROXIMATE DATE OF PROPOSED SALE: From time to time after the effective
                 date of this Registration Statement.

<TABLE>
                   CALCULATION OF REGISTRATION FEE

<CAPTION>
  Title of      Amount           Proposed            Proposed        Amount of
Securities to    to be        Maximum Offering  Maximum Aggregate  Registration
be Registered  Registered     Price Per Share     Offering Price        Fee
-------------------------------------------------------------------------------
<S>            <C>              <C>               <C>              <C>
Common Stock,  3,000,000 shares $57.84375         $173,531,25      $52,585.23
$ .50          
par value
-------------------------------------------------------------------------------
Common Stock   (2)              (2)               (2)              (2)
Purchase
Rights
-------------------------------------------------------------------------------
</TABLE>

(1) Estimated pursuant to Rule 457 of the Securities Act of 1933 solely
    for the purpose of calculating the amount of the registration fee,
    assuming that the price of the Common Stock is $57.84375 per share,
    the average of the high and low sales prices on the New York Stock
    Exchange on July 14, 1997.

(2) There are hereby registered Common Stock Purchase Rights ("Rights"),
    which Rights are related to shares of Common Stock in the ratio of
    one Right to one share, are not evidenced by separate certificates
    and may not be transferred except upon transfer of the related
    shares.  The value attributable to the Rights is reflected in the
    market value of the related shares of Common Stock and, therefore,
    the inclusion of the Rights does not increase the proposed maximum
    aggregate offering price under this Registration Statement.
    Consequently, there is no additional registration fee payable for
    the registration of such Rights.
<PAGE>
<Page 2>

                                PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*


*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 ("1933 Act") and the
note to Part I of Form S-8.



                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996, which is dated March 5, 1997, File No.
     1-5358.

(b)  The description of the Registrant's Common Stock, $.50 par value
     per share ("Common Stock"), which is contained in a registration
     statement filed under Section 12 of the Securities Exchange Act of
     1934 ("1934 Act"), including any amendments or reports filed for
     the purpose of updating such description.

(c)  The description of the Rights contained in the Registrant's
     Registration Statement on Form 8-A dated April 18, 1986, as
     amended by Amendment No. 1 on Form 8 dated December 18, 1987,
     Amendment No. 2 on Form 8-A/A dated November 27, 1995, and
     Amendment No. 3 on Form 8-A12B/A dated May 10, 1996, and including
     any amendment or report filed for the purpose of further updating
     such description.




                                     II-1
<PAGE>
<Page 3>

(d)  All other reports filed pursuant to Section 13 or 15(d) of the
     1934 Act since the Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be part hereof from the date
of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is modified or
superseded by any other subsequently filed document which is
incorporated or is deemed to be incorporated by reference herein. Any
such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware provides
that a corporation created thereunder may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact
that he is or was a director or officer of such corporation or is or
was serving at the request of such corporation as a director or officer
of another corporation or other enterprise against all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding, subject to certain limitations
referred to therein.




                                     II-2
<PAGE>
<Page 4>

     Article VI of the Registrant's By-Laws provides for
indemnification of directors and officers as follows:

          The Corporation shall, to the fullest extent to which it is
     empowered to do so by the General Corporation Law of Delaware, or
     any other applicable laws, as from time to time in effect,
     indemnify any person who was or is a party or is threatened to be
     made a party to any threatened, pending or completed action, suit
     or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director
     or officer of the Corporation or a division thereof, or is or was
     serving at the request of the Corporation as a director or officer
     of another corporation, partnership, joint venture, trust or other
     enterprise, against all expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit or
     proceeding.

          The provisions of this Article shall be deemed to be a
     contract between the Corporation and each director or officer who
     serves in any such capacity at any time while this Article and the
     relevant provisions of the General Corporation Law of Delaware or
     other applicable law, if any, are in effect, and any repeal or
     modification of any such law or of this Article shall not affect
     any rights or obligations then existing with respect to any state
     of facts then or theretofore existing or any action, suit or
     proceeding theretofore or thereafter brought or threatened based
     in whole or in part upon any such state of facts.

          The Corporation shall, to the fullest extent to which it is
     empowered to do so by the General Corporation Law of Delaware, and
     with respect to the Employee Retirement Income Security Act of
     1974, or any other applicable laws, as from time to time in
     effect, indemnify any officer, director or employee of the
     Corporation or an affiliated corporation, who was or is a party or
     is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he is
     or was serving at the request of the Corporation as an individual
     Trustee, Committee member, administrator or fiduciary of a pension
     or other benefit plan for employees of the Corporation, or of an
     affiliated corporation or other enterprise.

          Persons who are not covered by the foregoing provisions of
     this Article and who are or were employees or agents of the
     Corporation or a division thereof, or are or were serving at the
     request of the Corporation  as employees or agents of another
     corporation, partnership, joint venture, trust or other



                                     II-3
<PAGE>
<Page 5>

     enterprise, may be indemnified to the extent authorized at any
     time or from time to time by the Board of Directors of the
     Corporation.

          The indemnification provided or permitted by this Article
     shall not be deemed exclusive of any other rights to which those
     indemnified may be entitled by law or otherwise, and shall
     continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs,
     executors and administrators of such a person.

          The Corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the Corporation, or is or was
     serving at the request of the Corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against any liability asserted
     against him and incurred by him in any such capacity, or arising
     out of his status as such, whether or not the Corporation would
     have the power to indemnify him against such liability under the
     provisions of this Article.

          The Corporation shall, to the fullest extent to which it is
     empowered to do so by the General Corporation Law of Delaware, or
     any other applicable laws, as from time to time in effect, pay
     expenses, including attorneys' fees, incurred in defending any
     action, suit or proceeding, in advance of the final disposition of
     such action, suit or proceeding, to any person who is or was a
     party or is threatened to be made a party to any such threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative, by reason of the fact
     that such person is or was a director or officer of the
     Corporation, upon receipt of an undertaking by or on behalf of
     such person to repay such amount if it shall ultimately be
     determined that such person is not entitled to be indemnified by
     the Corporation as authorized by applicable laws.

     Article Sixteenth of the Registrant's Restated Certificate of
Incorporation provides that "No director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as the same exists
or may thereafter be amended.  This provision shall not eliminate or
limit the liability of a director for any act or omission occurring
prior to the effective date of this Article."



                                     II-4
<PAGE>
<Page 6>

Item 7.   Exemption from Registration Claimed.

                Not applicable.


Item 8.   Exhibits

          The exhibits filed herewith are set forth in the Exhibit
Index filed as part of this Registration Statement on pages II-9 - II-
11 hereof.


Item 9.   Undertakings.

     A.   Undertaking Pursuant to Rule 415:

          The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales of Common
Stock are being made under the Stock Incentive Plan, a post-effective
amendment to this Registration Statement:

          (i)   (Not applicable);

          (ii)  (Not applicable);

          (iii) to include any material information with respect to the
     plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the
     Registration Statement.

     (2)  That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.



                                     II-5
<PAGE>
<Page 7>

     B.   Undertaking Regarding Documents Subsequently Filed Under the
1934 Act:

          The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
1934 Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering
thereof.

     C.   Undertaking Regarding Indemnification:

          Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.





                                     II-6
<PAGE>
<Page 8>

                                  SIGNATURES


     The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 City of Rockford, State of Illinois, on
July 17, 1997.

                              SUNDSTRAND CORPORATION



                              By: /s/ Paul Donovan
                                  --------------------------
                                  Paul Donovan
                                  Executive Vice President and
                                  Chief Financial Officer and
                                  Treasurer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on July 17, 1997.


Robert H. Jenkins*                      Chairman of the Board,
-----------------------                 President and Chief Executive 
Robert H. Jenkins                       Officer



/s/ Paul Donovan                        Executive Vice President and
-----------------------                 Chief Financial Officer and
Paul Donovan                            Treasurer



DeWayne J. Fellows*                     Vice President and Controller
-----------------------
DeWayne J. Fellows



Richard A. Abdoo*                       Director
-----------------------
Richard A. Abdoo



J. P. Bolduc*                           Director
------------------------
J. P. Bolduc




                                     II-7
<PAGE>
<Page 9>

Gerald Grinstein*                       Director
-------------------------
Gerald Grinstein



Charles Marshall*                       Director
-------------------------
Charles Marshall



Berger G. Wallin*                       Director
-------------------------
Berger G. Wallin




*By: /s/ Paul Donovan                   July 17, 1997
     ------------------------------
     Paul Donovan, Attorney-in-Fact


     Paul Donovan, by signing his name hereto, does hereby sign
this document on behalf of each of the persons whose name appears
above with an asterisk, pursuant to powers of attorney executed by
such persons, which are included as Exhibit 24 to this
Registration Statement.




                                     II-8
<PAGE>
<Page 10>

                                 EXHIBIT INDEX


Exhibit
Number       Description of Exhibit
                                                    

4(a)         Registrant's Stock Incentive Plan.     
             
4(b)         Credit Agreement dated as of
             January 28, 1993, among Registrant
             and seven banking institutions
             including Morgan Guaranty Trust
             Company of New York, as Agent
             (filed as Exhibit (4)(a) to
             Registrant's Annual Report on Form
             10-K for the fiscal year ended
             December 31, 1992, File No. 1-5358,
             and incorporated herein by
             reference); Amendment No. 1 dated
             October 15, 1993, and Amendment No.
             2 dated October 31, 1994, to the
             Credit Agreement (filed as Exhibit
             (4)(b) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1994, File
             No. 1-5358, and incorporated herein
             by reference); Amendment No. 3
             dated November 30, 1995, to the
             Credit Agreement (filed as Exhibit
             (4)(c) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1995, File
             No. 1-5358, and incorporated herein
             by reference); and Amended and
             Restated Credit Agreement dated
             December 16, 1996, to the Credit
             Agreement (filed as Exhibit (4)(a)
             to Registrant's Annual Report on
             Form 10-K for the fiscal year ended
             December 31, 1996, File No. 1-5358,
             and incorporated herein by
             reference).
             
             


                                     II-9
<PAGE>
<Page 11>
             
4(c)         Second Amended and Restated Rights
             Agreement between Registrant and
             Harris Trust and Savings Bank, as
             Rights Agent, dated November 21,
             1995 (filed as Exhibit 1 to
             Registrant's Form 8-A/A (Amendment
             No. 2) dated November 27, 1995,
             File No. 1-5358, and incorporated
             herein by reference); and First
             Amendment to Second Amended and
             Restated Rights Agreement, dated
             February 20, 1996 (filed as Exhibit
             (4)(e) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1995, File
             No. 1-5358, and incorporated herein
             by reference).
             
4(d)         Lease dated as of December 14,
             1987, between Registrant and
             Greyhound Real Estate Investment
             Six, Inc. (filed as Exhibit (4)(f)
             to Registrant's Annual Report on
             Form 10-K for the fiscal year ended
             December 31, 1987, File No. 1-5358,
             and incorporated herein by
             reference).

4(e)         Note Agreement of Registrant dated
             May 15, 1991 (filed as Exhibit
             (19)(c) to Registrant's Quarterly
             Report on Form 10-Q for the quarter
             ended June 30, 1991, File No. 1-
             5358, and incorporated herein by
             reference); and Amendment effective
             December 31, 1991, to the Note
             Agreement (filed as Exhibit (19)(c)
             to Registrant's Quarterly Report on
             Form 10-Q for the quarter ended
             September 30, 1992, File No. 1-
             5358, and incorporated herein by
             reference).
             
4(f)         Note Agreement of Registrant dated
             October 31, 1991 (filed as Exhibit
             (4)(l) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1991, File
             No. 1-5358, and incorporated herein
             by reference); and Amendment dated
             December 1, 1995, to the Note
             Agreement (filed as Exhibit (4)(l)
             to Registrant's Annual Report on
             Form 10-K for the fiscal year ended
             December 31, 1995, File No. 1-5358,
             and incorporated herein by
             reference).



                                     II-10
<PAGE>
<Page 12>
             
4(g)         Note Agreement of Registrant dated
             December 2, 1991 (filed as Exhibit
             (4)(m) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1991, File
             No. 1-5358 and incorporated herein
             by reference).
             
4(h)         Amendment dated December 11, 1995,
             to Registrant's Note Agreement
             dated May 15, 1991, as amended
             December 31, 1991, and to
             Registrant's Note Agreement dated
             December 2, 1991 (filed as Exhibit
             (4)(n) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1995, File
             No. 1-5358 and incorporated herein
             by reference).
             
23           Consent of Independent Auditors.

24           Power of Attorney.




                                     II-11
<PAGE>
                                  Exhibit 4(a)

                             SUNDSTRAND CORPORATION
                              STOCK INCENTIVE PLAN

                          Effective December 1, 1992
                   Amended April 18 and September 19, 1995
                           Amended November 19, 1996


            ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

  1.1 Establishment of the Plan.  Sundstrand Corporation, a Delaware
corporation (the "Company), hereby establishes an incentive
compensation plan to be known as the "Sundstrand Corporation Stock
Incentive Plan" (the "Plan"), as set forth in this document.  The Plan
permits the grant of Nonqualified Stock Options, Incentive Stock
Options, and Restricted Stock, and is established pursuant to Section
16 of the Exchange Act and the rules thereunder as in effect prior to
the May 1991 amendments thereto.
  Upon ratification by an affirmative vote of a majority of Shares
voting at the Company's April 20, 1993, annual shareholders' meeting,
the Plan shall become effective as of December 1, 1992 (the "Effective
Date"), and shall remain in effect as provided in Section 1.3 herein.
Awards may be granted prior to shareholder ratification of the Plan;
provided, however, that in the event shareholder ratification of the
Plan is not obtained, all outstanding Awards granted shall become null
and void.
  1.2 Purpose of the Plan.  The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal
interests of Participants to those of Company shareholders, and by
providing Participants an incentive for outstanding performance.
  The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of
Participants upon whose judgment, interest, and special effort the
successful conduct of its operations are largely dependent.
  1.3 Duration of the Plan.  Subject to the right of the Board of
Directors of the Company to terminate the Plan at any time pursuant to
Article 11 herein, the Plan shall remain in effect until all Shares
subject to the Plan shall have been purchased or acquired according to
the Plan's provisions.  However, in no event may an Award be granted
under the Plan on or after January 1, 2007.

                        ARTICLE 2.  DEFINITIONS

  Whenever used in the Plan, the following terms shall have the meaning
set forth below:
      (a) "Award" means, individually or collectively, a grant under
      this Plan of Nonqualified Stock Options, Incentive Stock Options
      or Restricted Stock.
      (b)  "Change in Control" means any of the following events:
           (i)  The acquisition (other than from the Company) by
           any person (as such term is defined in Sections 13(d) or 14(d) of
           the Exchange Act)  of beneficial ownership (within the meaning of
           Rule 13d-3 promulgated under the Exchange Act) of thirty-three
           percent (33%) or more of the combined voting power of the
           Company's then outstanding voting securities; or
           (ii)  The individuals who, as of the date hereof, are members
           of the Board (the "Incumbent Board"), cease for any reason to
           constitute a majority of the Board, unless the election, or
           nomination for election by the Company's stockholders, of any new
           Director was approved by a vote of a majority of the Incumbent
           Board, and such new Director shall, for purposes of this
           Agreement, be considered as a member of the Incumbent Board; or
           (iii) Approval by stockholders of the Company of (A) a merger
           or consolidation involving the Company if the stockholders of the
           Company, immediately before such merger or consolidation, do not
           as a result of such merger or consolidation, own, directly or
           indirectly, more than sixty-seven percent (67%) of the combined
           voting power of the then outstanding voting securities of the
           corporation resulting from such merger or consolidation in
           substantially the same proportion as their ownership of the
           combined voting power of the voting securities of the Company
           outstanding immediately before such merger or consolidation or
           (B) a complete liquidation or dissolution of the Company or an
           agreement for the sale or other disposition of all or
           substantially all of the assets of the Company.
           Notwithstanding the foregoing, a Change in Control shall not
           be deemed to occur pursuant to subsection (i), solely because
           thirty-three percent (33%) or more of the combined voting power
           of the Company's then outstanding securities is acquired by (A) a
           trustee or other fiduciary holding securities under one or more
           employee benefit plans maintained by the Company or any of its
           Subsidiaries or (B) any corporation which, immediately prior to
           such acquisition, is owned directly or indirectly by the
           stockholders of the Company in the same proportion as their
           ownership of stock in the Company immediately prior to such
           acquisition.
      (c)  "Code" means the Internal Revenue Code of 1986, as amended from
           time to time.
      (d)  "Committee" means the committee specified in Article 3.
      (e)  "Disability" means a permanent and total disability, within
           the meaning of Code Section 22(e)(3), as determined by the
           Committee in good faith, upon receipt of sufficient competent
           medical advice from one or more individuals, selected by the
           Committee, who are qualified to give professional medical advice.
      (f)  "Early Retirement" shall mean an Employee's eligibility to
           receive an early retirement benefit from any retirement plan
           maintained by the Company or any Subsidiary.
      (g)  "Employee" means any full-time managerial, supervisory or
           professional employee of the Company or of the Company's
           Subsidiaries.
      (h)  "Exchange Act" means the Securities Exchange Act of 1934, as
           amended from time to time.
      (i)  "Fair Market Value" means the average of the highest and
           lowest quoted selling prices for Shares on the relevant date, or
           (if there were no sales on such date) the weighted average of the
           means between the highest and lowest quoted selling prices for
           Shares on the nearest day before and the nearest day after the
           relevant date, as determined by the Committee.
      (j)  "Incentive Stock Option" or "ISO" means an option to
           purchase Shares granted under Article 6 herein, which is
           designated as an Incentive Stock option  and is intended to meet
           the requirements of Section 422 of the Code.
      (k)  "Insider" shall mean an Employee who is, on the relevant
           date, an officer of the Company, as defined under Rule 16a-1 of
           the Exchange Act as determined by the General Counsel of the
           Company or his designee.
      (l)  "Noninsider" means an Employee who is not, on the relevant
           date, an Insider, as determined by the General Counsel of the
           Company or his designee.
      (m)  "Nonqualified Stock Option" or "NQSO" means an option to
           purchase Shares granted under Article 6 herein, which is not
           intended to be an Incentive Stock Option.
      (n)  "Normal Retirement" shall mean an Employee's eligibility to
           receive a normal retirement benefit from any retirement plan
           maintained by the Company or any Subsidiary.
      (o)  "Option" means an Incentive Stock Option or a Nonqualified
           Stock Option.
      (p)  "Option Certificate" means a certificate setting forth the
           terms and provisions applicable to Options granted to
           Participants.
      (q)  "Option Price" means the price at which a Share may be
           purchased by a Participant pursuant to an Option.
      (r)  "Participant" means an Employee of the Company who has
           outstanding an Award granted under the Plan.
      (s)  "Period of Restriction" means the period during which  the
           transfer of Shares of Restricted Stock is limited in some way, as
           provided in this Plan.
      (t)  "Restricted Stock" means an Award granted under Article 7
           herein.
      (u)  "Restricted Stock Certificate" means a certificate setting
           forth the terms and provisions applicable to Restricted Stock
           granted to Participants.
      (v)  "Restricted Stock Price" means the price at which a Share
           may be purchased by a Participant pursuant to a Restricted Stock
           grant.
      (w)  "Shares" means shares of common stock of the Company.
      (x)  "Subsidiary" means any corporation in which the Company owns
           directly, or indirectly through subsidiaries, at least fifty
           percent (50%) of the total combined voting power of all classes
           of stock, or any other entity (including, but not limited to,
           partnerships and joint ventures) in which the Company owns at
           least fifty percent (50%) of the combined equity thereof.

                       ARTICLE 3.  ADMINISTRATION

  3.1 The Committee.  The Plan shall be administered by the
Compensation Committee of the Board or by any other Committee appointed
by the Board consisting of not less than three nonemployee members of
the Board.  The Committee shall be comprised solely of Directors who
are eligible to administer the Plan pursuant to Rule 16b-3(b) under the
Exchange Act.
  3.2 Authority of the Committee.  The Committee shall have full power
except as limited by law or by the Certificate of Incorporation or
Bylaws of the Company, and subject to the provisions herein, to
determine the size and types of Awards; to determine the terms and
conditions of such Awards in a manner consistent with the Plan; to
construe and interpret the Plan and any agreement or instrument entered
into under the Plan; to establish, amend, or waive rules and
regulations for the Plan's administration; and, subject to the
provisions of Article 11 herein, to amend the terms and conditions of
any outstanding Award consistent with the Plan.  The Committee may make
arrangements for the cashless exercise of any Options issued hereunder.
The Committee may delegate its authority as permitted hereunder.  In
the provisions of the Plan where action by the Company is contemplated,
the Committee shall undertake to perform such action.
  3.3 Decisions Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders
or resolutions of the Board shall be final, conclusive, and binding on
all persons, including the Company and its successors or assigns, and
on its stockholders, Employees, Participants, and their respective
estates and beneficiaries.

               ARTICLE 4.  SHARES SUBJECT TO THE PLAN

  4.1 Number of Shares.  Subject to adjustment as provided in Section
4.2 herein, the total number of Shares available for grant under the
Plan shall be 1.8 million Shares. These Shares may be either authorized
but unissued, reacquired or a combination thereof.
  Effective as of January 1, 1997, the total number of Shares available
for grant under the Plan shall be increased by 3 million shares, such
increased Shares being subject to adjustment as provided in Section 4.2
of the Plan.  Such additional Shares may be either authorized but
unissued, reacquired or a combination thereof.
  4.2 Adjustments in Available Shares, Options and Restricted Share
Grants.  In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up,
Share combination, or other change in the capital structure of the
Company affecting the Shares, such adjustment shall be made in the
number of Shares which may be granted under the Plan, in the maximum
number of Options and the maximum number of Shares of Restricted Stock
that the Committee can authorize the CEO to grant in the aggregate or
grant to any one Employee in any calendar year, in the maximum number
of Options or Shares of Restricted Stock which may be granted to an
elected officer in any calendar year, and in the number of and/or price
of Shares subject to outstanding Options and outstanding Restricted
Stock grants under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution
or enlargement of rights; provided that the number of Shares subject to
any Award shall always be a whole number.

               ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

  5.1 Eligibility.  Persons eligible to participate in this Plan are
such Employees as are determined by the Committee or who otherwise
receive Shares pursuant to Section 7.1(b).
  5.2 Actual Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees,
those to whom Awards shall be granted.

                       ARTICLE 6.  STOCK OPTIONS

  6.1 Grant of Options.  Subject to the terms and provisions of the
Plan, Options may be granted to Employees at any time and from time to
time as shall be determined by the Committee.  The Committee shall have
discretion in determining the number and type of Options granted to
each Participant.
  The Committee may delegate to the Chief Executive Officer of the
Company ("CEO") the authority to grant to Noninsiders Options, the
terms and provisions of which have been set by the Committee.  During
any calendar year of the Company, the aggregate number of Options
available for grant by the CEO pursuant to this Section 6.1 may not
exceed 600,000, with the number of Options which may be granted by the
CEO to any one Employee during any calendar year limited to 10,000.  In
no event may the number of Options granted to an elected officer of the
Company in any calendar year exceed 150,000 Options.
  6.2 Option Certificate.  Each Option grant shall be evidenced by an
Option Certificate that shall specify the Option Price, the Option
duration, the number of Shares to which the Option pertains, whether
the Option is intended to be an ISO or a NQSO, and such other
provisions as the Committee shall determine.
  6.3 Option Price.  The Option Price for each grant of an Option shall
be determined by the Committee; provided that the Option Price shall
not be less than one hundred percent (100%) of the Fair Market Value of
a Share on the date the Option is granted.
  6.4 Duration of Options.  Each Option shall expire at such time as
the Committee shall determine at the time of grant; provided, however,
that, except as provided in subsections (a), (b) and (c) of Section
6.8, no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
  6.5 Exercise of Options.  Subject to the provisions of Section 6.10,
Options granted under the Plan shall be exercisable at such times and
be subject to such restrictions and conditions as the Committee shall
in each instance approve, which need not be the same for each grant or
for each Participant.  However, no Option granted under this Plan is
exercisable prior to six (6) months following the date of its grant.
  6.6 Payment.  Subject to such other method(s) as may have been
established by the Company, Options shall be exercised by the delivery
of a written notice of exercise to the Secretary of the Company,
setting forth the number of Shares with respect to which the Option is
to be exercised, accompanied by full payment for the Shares.
  The Option Price upon exercise of any Option shall be payable to the
Company in full either:  (a) in cash or its equivalent, or (b) by
tendering previously acquired Shares having an aggregate Fair Market
Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to
satisfy the Option Price), or (c) by a combination of (a) and (b).
  As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the
Participant, in the name or names designated by the Participant, Share
certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s).
  6.7 Special Restrictions on Shares Acquired Pursuant to the Exercise
of an Option.  The Committee may impose such restrictions on Shares
acquired pursuant to the exercise of an Option under the Plan as it may
deem advisable.
  6.8  Termination of Employment.
  (a)  Termination by Normal Retirement or Early Retirement at Age
       60.  In the event the employment of a Participant is terminated
       by reason of Normal Retirement or Early Retirement at or after
       attaining age 60, all outstanding Options granted to that
       Participant shall immediately become exercisable, and shall
       remain exercisable at any time prior to their expiration date,
       or for one (1) year after the date of such retirement, whichever
       period is longer.
  (b)  Termination by Early Retirement Prior to Age 60.  In the
       event the employment of a Participant is terminated by reason of
       Early Retirement prior to attainment of age 60, the Committee,
       in its sole discretion, shall have the right to cause all or any
       portion of such outstanding Options granted to that Participant
       to immediately become exercisable, in which event such options
       shall remain exercisable at any time prior to their expiration
       date, or for one (1) year after the date of such Early
       Retirement, whichever period is longer.
  (c)  Termination by Death.  In the event the employment of a
       Participant is terminated by reason of death, all outstanding
       Options granted to that Participant shall immediately become
       exercisable, and shall remain exercisable at any time prior to
       the expiration date, or for one (1) year after the date of death,
       whichever period is longer, by such person or persons as shall
       have been named as the Participant's beneficiary, or by such
       persons that have acquired the Participant's rights under the
       Option by will or by the laws of descent and distribution.
  (d)  Termination by Disability.  In the event the employment of a
       Participant is terminated by reason of Disability, all
       outstanding Options granted to that Participant shall immediately
       become exercisable as of the date the Committee determines the
       definition of Disability to have been satisfied, and shall remain
       exercisable at any time prior to their expiration date, or for
       one (1) year after the date that the Committee determines the
       definition of Disability to have been satisfied, whichever period
       is longer.
  (e)  Employment Termination Followed by Death.  In the event that
       a Participant's employment terminates by reason of Normal
       Retirement, Early Retirement or Disability and within the
       exercise period following such termination the Participant dies,
       then the remaining exercise period under outstanding Options
       shall be any time prior to their expiration date, or for one (1)
       year following death, whichever period is shorter.  Such Options
       shall be exercisable by such person or persons who shall have
       been named as the Participant's beneficiary, or by such persons
       who have acquired the Participant's rights under the Option by
       will or by the laws of descent and distribution.
  (f)  Termination of Employment for Other Reasons.  If the
       employment of a Participant shall terminate for any reason other
       than the reasons set forth in subsections (a)-(d) of this Section
       6.8, the Committee, in its sole discretion, shall have the right
       to cause all or any portion of such outstanding Options granted
       to that Participant to immediately become exercisable, subject to
       such terms as the Committee, in its sole discretion, deems
       appropriate.  Options which are or become exercisable as of the
       effective date of employment termination shall remain exercisable
       any time prior to their expiration date, or for three (3) months
       after the date of employment termination, whichever period is
       shorter.
  6.9  Forfeiture of Options.  Options held by a Participant which are
not exercisable as of the effective date of employment termination and
which do not  become exercisable pursuant to the provisions of Section
6.8 immediately shall be forfeited.
  6.10 Alternate Exercisability Following Termination.  With respect
to Options held either by Noninsiders or Insiders as of the date of any
employment termination, the provisions of Section 6.8 regarding the
exercisability of Options as of the date of employment termination and
the provisions regarding the length of the exercise period following
employment termination notwithstanding, the Committee may, in its sole
discretion, provide for accelerated exercisability of all Options and
an extended period of exercisability following termination, upon such
terms and provisions as it deems appropriate; provided, however, that
the period of extended exercisability shall not extend beyond the
period specified in Section 6.4 herein.
  With respect to Options held by Noninsiders as of the date of
employment termination, the Committee may delegate to the CEO the
authority to modify the terms and provisions regarding acceleration of
exercisability and extension of the period of exercisability following
termination, subject to the limitations of Section 6.4 herein.
  6.11 Nontransferability of Options. Except as otherwise provided in
this Section 6.11, options granted under the Plan may only be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
in accordance with the Participant's beneficiary designation, by will,
or by the laws of descent and distribution.  The Committee, in its sole
discretion, may provide for the transferability of Options granted
under the Plan, by a Participant to persons or entities on terms and
conditions as may be determined by the Committee, in its sole
discretion.  The Committee, with respect to an Option granted under the
Plan which is not transferable, may, in its sole discretion, provide
for the transferability of such an Option by the Participant to persons
or entities on terms and conditions as may be determined by the
Committee, in its sole discretion.  In addition, any determination by
the Committee to provide for the transferability of an Option by any
one Participant under the Plan shall not be deemed to provide to any
other Participant under the Plan a right of transferability with
respect to an Option granted under this Plan to such other Participant.

                   ARTICLE 7.  RESTRICTED STOCK

  7.1  Grant of Restricted Stock.  Shares of Restricted Stock will be
granted as follows, subject to the terms and provisions of the Plan:
  (a)  Discretionary Grants.  The Committee, at any time and from
       time to time, may grant Shares of Restricted Stock to eligible
       Employees in such amounts as the Committee shall determine.  The
       Committee may delegate to the CEO the authority to grant to
       Noninsiders Shares of Restricted Stock, the terms and provisions
       of which have been set by the Committee.  During any calendar
       year of the Company, the aggregate number of Shares of Restricted
       Stock available for grant by the CEO pursuant to this subsection
       (a) may not exceed 300,000 with the number of Shares of
       Restricted Stock which may be granted by the CEO to any one
       Employee during any calendar year limited to 4,000.
  (b)  Automatic Grants.  Upon shareholder ratification of the
       Plan, all outstanding rights under the Sundstrand Corporation
       Phantom Stock Plan held by participants in such plan who are not
       foreign nationals employed outside the United States by foreign-
       registered Subsidiaries, except Sundstrand de Puerto Rico, Inc.,
       and all outstanding rights under the Restricted Stock Cash
       Equivalent Program, shall automatically be converted into a like
       number of Shares of Restricted Stock under the Plan.
  (c)  Maximum Grant of Restricted Stock.  In no event may the
       number of Shares of Restricted Stock granted to an elected
       officer of the Company in any calendar year exceed 50,000 Shares
       of Restricted Stock.
  7.2  Restricted Stock Certificate.  Each Restricted Stock grant shall
be evidenced by a Restricted Stock Certificate that shall specify the
Period or Periods of Restriction, the number of Shares of Restricted
Stock granted, and such other provisions as the Committee shall
determine.
  7.3  Restricted Stock Price.  The Restricted Stock Price for each
grant of Restricted Stock shall be determined by the Committee,
provided that the Restricted Stock Price may be less than the par value
of a Share on the date of the Restricted Stock grant.
  7.4  Restrictions on Transferability and Vesting.  Except as otherwise
provided in this Article 7, the Shares of Restricted Stock granted
herein may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee in its sole discretion and
specified in the Restricted Stock Certificate, or upon the earlier
satisfaction of any other conditions as specified by the Committee in
its sole discretion and set forth in the Restricted Stock Certificate.
All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be available during his lifetime only
to such Participant.
  7.5  Other Restrictions.  The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable.
  7.6  Escrow or Legend.  In order to enforce the restrictions imposed
upon Shares of Restricted Stock issued hereunder, the Committee may
require any Participant to enter into an escrow agreement providing
that the certificates representing Shares of Restricted Stock issued
pursuant to this Article 7 shall remain in the physical custody of an
escrow holder until any or all of the restrictions imposed pursuant to
this Article 7 have terminated and the Committee may cause a legend or
legends to be placed on any certificates representing shares issued
pursuant to this Article 7, which legend or legends shall make
appropriate reference to the restrictions imposed hereunder.
  7.7  Voting Rights.  During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares.
  7.8  Dividends and Other Distributions.  During the Period of
Restriction, Participants holding Shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those Shares while they are so held.
If any such dividends or distributions are paid in Shares, the Shares
shall be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to which
they were paid.
  7.9  Termination of Employment.
  (a)  Termination by Reason of Normal Retirement, Death or
       Disability.  In the event the employment of a Participant who has
       purchased Shares of Restricted Stock hereunder terminates because
       of Normal Retirement, death or Disability, then the Company shall
       not have the right to repurchase any of such Shares of Restricted
       Stock purchased hereunder by such Participant and all
       restrictions applicable to such Shares shall immediately
       terminate.
  (b)  Termination by Reason Other than Normal Retirement, Death or
       Disability.  In the event the employment of a Participant who has
       purchased Shares of Restricted Stock hereunder terminates for any
       reason other than Normal Retirement, death or Disability, the
       Company shall have the option for ninety (90) days following such
       termination of employment to buy at his cost for cash all or any
       part of the terminating Participant's nonvested Shares of
       Restricted Stock.
  (c)  Alternate Treatment of Restricted Stock.  With respect to
       Shares of Restricted Stock granted pursuant to subsection (a) of
       Section 7.1, regardless of the provisions regarding the treatment
       of Shares of Restricted Stock specified in subsections (a) and
       (b) of this Section 7.9, the Committee shall in its sole
       discretion have the authority to modify the treatment of those
       Shares of Restricted Stock held by Participants as of the date of
       employment termination on which the restrictions have not
       terminated, upon such terms as the Committee deems appropriate.
       With respect to nonvested Shares of Restricted Stock that were
       granted pursuant to subsection (a) of Section 7.1 and are held by
       Noninsiders as of the date of employment termination, the
       Committee may delegate to the CEO the authority to modify the
       terms regarding the termination of restrictions.
  7.10 Limitation on Grants to Elected Officers.  Notwithstanding
anything to the contrary contained in the Plan, the Committee shall
select, not later than the 90th day after the commencement of each plan
year, one or more of the following performance elements and the
performance level to be achieved as the threshold parameter:
       (a)  generation of free cash
       (b)  earnings per share
       (c)  revenues
       (d)  market share
       (e)  stock price
       (f)  cash flow
       (g)  retained earnings
       (h)  results of customer satisfaction surveys
       (i)  aggregate product price and other product
            price measures
       (j)  safety record
       (k)  acquisition activity
       (l)  management succession planning
       (m)  improved asset management
       (n)  improved gross margins
       (o)  increased inventory turns
       (p)  product development and liability
       (q)  research and development integration
       (r)  proprietary protections
       (s)  legal effectiveness
       (t)  handling of SEC and environmental matters
       (u)  manufacturing efficiencies
       (v)  system review and improvement
       (w)  service reliability and cost management
       (x)  operating expense ratios
       (y)  total stockholder return
       (z)  return on sales
       (aa) return on equity
       (bb) return on capital
       (cc) return on assets
       (dd) return on investments
       (ee) net income
       (ff) operating income
       (gg) working capital
       (hh) comparative performance of one or more of the
            above criteria to the performance of other corporations.
  7.11  Awards of Restricted Stock.  No shares of Restricted Stock will
be awarded under the Plan to any elected officer of the Company unless
the threshold parameter as determined by the Committee is achieved.  In
determining actual performance under any performance element selected,
adjustments will be made to exclude (i) all items determined in
accordance with standards published by opinion No. 30 of the Accounting
Principles Board ("APB Opinion No. 30") to be extraordinary or unusual
in nature, infrequent in occurrence, related to disposal of a segment
of a business or related to a change in accounting principles, and (ii)
all items related to discontinued operations that do not qualify as a
segment of a business as defined under APB Opinion No. 30, and (iii)
all restructuring charges recorded in accordance with Emergency Issues
Task Force Issue No. 94-3.  Prior to the award of Restricted Stock
under the Plan, the Committee shall confirm that the threshold
parameter has been satisfied.
  If the threshold parameter for a Plan year is achieved, the number of
Shares of Restricted Stock awarded to an elected officer with respect
to such Plan year shall not exceed 50,000 Shares; provided that the
Committee, in its sole discretion, may cancel or reduce the number of
Shares of Restricted Stock awarded based on such criteria as the
Committee in its sole discretion shall determine."

                 ARTICLE 8.  BENEFICIARY DESIGNATION

  Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan shall accrue in case
of his death.  Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by
the Company, and will be effective only when filed by the Participant
in writing with the Secretary of the Company during the Participant's
lifetime.  In the absence of any such designation, benefits remaining
at the Participant's death shall accrue to the Participant's estate.

                   ARTICLE 9.  RIGHTS OF EMPLOYEES

  9.1 Employment.  Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's
employment at any time, or confer upon any Participant any right to
continue in the employ of the Company.
  For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.
  9.2 Participation.  No Employee shall have the right to be selected
to receive an Award under this Plan, or, having once been selected,
have a right to again be selected to receive a future Award.

                    ARTICLE 10.  CHANGE IN CONTROL

  Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of applicable law or regulation:
  (a) Any and all Options granted hereunder shall become
      immediately exercisable;
  (b) Any Periods of Restriction and other restrictions imposed on
      Shares of Restricted Stock shall immediately terminate; and
  (c) Subject to Article 11 herein, the Committee shall have the
      authority to make any modifications to the Awards as determined
      by the Committee to be appropriate before the effective date of
      the Change in Control.

         ARTICLE 11.  AMENDMENT, MODIFICATION, AND TERMINATION

  11.1  Amendment, Modification, and Termination.  The Board at any
time and from time to time may terminate, amend or modify the Plan.
However, no such termination, amendment or modification of the Plan may
occur without the approval of the shareholders of the Company, if
shareholder approval for such termination, amendment or modification is
required by the federal securities laws, any national securities
exchange or system on which the Shares are then listed or reported, or
a regulatory body having jurisdiction with respect thereto.

                      ARTICLE 12.  WITHHOLDING

  12.1  Tax Withholding.  The Company shall have the power and the
right as set forth in this Article 12 to deduct or withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy
any and all Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with
respect to any taxable event arising out of or as a result of this
Plan.
  12.2  Share Withholding.  With respect to tax withholding required
upon the exercise of Options, upon the termination of restrictions on
Restricted Stock, or upon any other taxable event hereunder, a
Participant may elect, subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, by having the
Company withhold a number of Shares, the Fair Market Value of which, in
itself or when added to a cash payment made by the Participant to the
Company, equals the minimum statutory total tax.  Any such election by
an Insider shall be made in conformity with Rule 16b-3.

                       ARTICLE 13.  SUCCESSORS

  All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company.

                   ARTICLE 14.  LEGAL CONSTRUCTION

  14.1  Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall
include the plural.
  14.2  Requirements of Law.  The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
  14.3  Securities Law Compliance.  With respect to Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.
  14.4  Foreign Employees.  To the extent permissible under applicable
law, the Company may grant Awards to eligible Employees who are
employed in locations outside of the United States.  The Committee
shall have the authority to modify the terms of Awards granted to such
Employees in order to ensure compliance with applicable local and
national law.
  14.5  Governing Law.  To the extent not preempted by Federal law (or
foreign law, in the case of grants to Employees who are not United
States residents), the Plan, and any agreement hereunder, shall be
construed in accordance with and governed by the laws of the State of
Delaware.
  14.6  Severability.  In the event any provision of the Plan or any
action taken thereunto shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included, and the illegal or
invalid action shall be deemed null and void.

<PAGE>

                                Exhibit (23)

                      CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8) to be filed July 18, 1997, and related Prospectus,
pertaining to the Sundstrand Corporation Stock Incentive Plan of our
report dated January 28, 1997, with respect to the consolidated
financial statements of Sundstrand Corporation and subsidiaries,
included in the Annual Report (Form 10-K) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.



                                          /s/ Ernst & Young LLP
                                          -----------------------

                                          ERNST & YOUNG LLP


Chicago, Illinois
July 17, 1997
<PAGE>

Exhibit (24)



                          POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
SUNDSTRAND CORPORATION, a Delaware corporation, does hereby nominate,
constitute and appoint ROBERT H. JENKINS and PAUL DONOVAN and either or
both of them, as its true and lawful attorneys-in-fact, in its name and
on its behalf to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 and any amendments, supplements and
post-effective amendments thereto, in connection with the registration
under the Securities Act of 1933, as amended, of up to 3,000,000 shares
of the Corporation's Common Stock, par value $.50 per share, which
subject to stockholder approval of the amendment to the Sundstrand
Corporation  Stock Incentive Plan, shall be available for grant under
such plan.

         That each of the undersigned directors and officers of said
Corporation does hereby nominate, constitute and appoint ROBERT H.
JENKINS and PAUL DONOVAN and either or both of them, as his true and
lawful attorneys-in-fact, in his name and in the capacity indicated
below, to execute the aforesaid Form S-8.

         And the undersigned do hereby authorize and direct the said
attorneys-in-fact, and any one or all of them, to execute and deliver
such other documents to the Securities and Exchange Commission and to
take all such other action as they or any one of them may consider
necessary or advisable to the end that said Form S-8 shall comply with
the Securities Act of 1933, as amended, and the applicable rules,
rulings and regulations of the Securities and Exchange Commission.

         IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents this 18th day of February, 1997.

                                       SUNDSTRAND CORPORATION



                                       By: /s/ Robert H. Jenkins
                                           -----------------------
                                           Robert H. Jenkins
                                           President and Chief
                                           Executive Officer

(CORPORATE SEAL)

ATTEST:


/s/ Richard M. Schilling
--------------------------
Richard M. Schilling
Secretary

<PAGE>

SIGNATURE                          TITLE
---------                          -----


/s/ Robert H. Jenkins              President and Chief Executive
-----------------------            Officer and Director
Robert H. Jenkins



/s/ Paul Donovan                   Executive Vice President and
------------------------           Chief Financial Officer and
Paul Donovan                       Treasurer



/s/ DeWayne J. Fellows             Vice President and Controller
------------------------           DeWayne J. Fellows



/s/ Don R. O'Hare                  Chairman of the Board
------------------------
Don R. O'Hare



/s/ Richard A. Abdoo               Director
-------------------------
Richard A. Abdoo



/s/ J. P. Bolduc                   Director
-------------------------
J. P. Bolduc



/s/ Gerald Grinstein               Director
-------------------------
Gerald Grinstein



/s/ Charles Marshall               Director
-------------------------
Charles Marshall



-------------------------          Director
Klaus H. Murmann
<PAGE>

SIGNATURE                          TITLE
---------                          -----


/s/ Donald E. Nordlund             Director
-------------------------
Donald E. Nordlund



-------------------------          Director
John A. Puelicher



-------------------------          Director
Ward Smith



/s/ Berger G. Wallin               Director
-------------------------
Berger G. Wallin
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 67465}]
{"company-data": {"conformed-name": "SUNDSTRAND CORP /DE/", "cik": "0000095395", "assigned-sic": "3561", "irs-number": "361840610", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31559", "film-number": "97642480"}, "business-address": {"street1": "4949 HARRISON AVE", "street2": "P O BOX 7003", "city": "ROCKFORD", "state": "IL", "zip": "61125", "phone": "8152266000"}, "mail-address": {"street1": "PO BOX 7003", "city": "ROCKFORD", "state": "IL", "zip": "61125-7003"}}
As filed with the Securities and Exchange Commission on July 18, 1997

                                                      Registration No. 33-

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C. 20549
                     ___________________________

                               FORM S-8
                        Registration Statement
                                Under
                      The Securities Act of 1933
                      _________________________

                        SUNDSTRAND CORPORATION
        (Exact name of registrant as specified in its charter)
          Delaware                              36-1840610
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification No.)

                        Sundstrand Corporation
                         4949 Harrison Avenue
                            P.O. Box 7003
                    Rockford, Illinois  61125-7003

        (Address of principal executive offices and zip code)

             SUNDSTRAND CORPORATION STOCK INCENTIVE PLAN
                       (Full title of the plan)

                         Richard M. Schilling
                        Sundstrand Corporation
                         4949 Harrison Avenue
                            P.O. Box 7003
                   Rockford, Illinois   61125-7003
               (Name and address of agent for service)

                            (815) 226-6000
    (Telephone number, including area code, of agent for service)

 APPROXIMATE DATE OF PROPOSED SALE: From time to time after the effective
                 date of this Registration Statement.

                   CALCULATION OF REGISTRATION FEE
Title of      Amount           Proposed            Proposed        Amount of
Securities to    to be        Maximum Offering  Maximum Aggregate  Registration
be Registered  Registered     Price Per Share     Offering Price        Fee
-------------------------------------------------------------------------------
Common Stock,  3,000,000 shares $57.84375         $173,531,25      $52,585.23
$ .50          
par value
-------------------------------------------------------------------------------
Common Stock   (2)              (2)               (2)              (2)
Purchase
Rights
-------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457 of the Securities Act of 1933 solely
    for the purpose of calculating the amount of the registration fee,
    assuming that the price of the Common Stock is $57.84375 per share,
    the average of the high and low sales prices on the New York Stock
    Exchange on July 14, 1997.

(2) There are hereby registered Common Stock Purchase Rights ("Rights"),
    which Rights are related to shares of Common Stock in the ratio of
    one Right to one share, are not evidenced by separate certificates
    and may not be transferred except upon transfer of the related
    shares.  The value attributable to the Rights is reflected in the
    market value of the related shares of Common Stock and, therefore,
    the inclusion of the Rights does not increase the proposed maximum
    aggregate offering price under this Registration Statement.
    Consequently, there is no additional registration fee payable for
    the registration of such Rights.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 ("1933 Act") and the
note to Part I of Form S-8.

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996, which is dated March 5, 1997, File No.
     1-5358.

(b)  The description of the Registrant's Common Stock, $.50 par value
     per share ("Common Stock"), which is contained in a registration
     statement filed under Section 12 of the Securities Exchange Act of
     1934 ("1934 Act"), including any amendments or reports filed for
     the purpose of updating such description.

(c)  The description of the Rights contained in the Registrant's
     Registration Statement on Form 8-A dated April 18, 1986, as
     amended by Amendment No. 1 on Form 8 dated December 18, 1987,
     Amendment No. 2 on Form 8-A/A dated November 27, 1995, and
     Amendment No. 3 on Form 8-A12B/A dated May 10, 1996, and including
     any amendment or report filed for the purpose of further updating
     such description.

                                     II-1
(d)  All other reports filed pursuant to Section 13 or 15(d) of the
     1934 Act since the Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be part hereof from the date
of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is modified or
superseded by any other subsequently filed document which is
incorporated or is deemed to be incorporated by reference herein. Any
such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware provides
that a corporation created thereunder may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact
that he is or was a director or officer of such corporation or is or
was serving at the request of such corporation as a director or officer
of another corporation or other enterprise against all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding, subject to certain limitations
referred to therein.

                                     II-2
Article VI of the Registrant's By-Laws provides for
indemnification of directors and officers as follows:

          The Corporation shall, to the fullest extent to which it is
     empowered to do so by the General Corporation Law of Delaware, or
     any other applicable laws, as from time to time in effect,
     indemnify any person who was or is a party or is threatened to be
     made a party to any threatened, pending or completed action, suit
     or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director
     or officer of the Corporation or a division thereof, or is or was
     serving at the request of the Corporation as a director or officer
     of another corporation, partnership, joint venture, trust or other
     enterprise, against all expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action, suit or
     proceeding.

          The provisions of this Article shall be deemed to be a
     contract between the Corporation and each director or officer who
     serves in any such capacity at any time while this Article and the
     relevant provisions of the General Corporation Law of Delaware or
     other applicable law, if any, are in effect, and any repeal or
     modification of any such law or of this Article shall not affect
     any rights or obligations then existing with respect to any state
     of facts then or theretofore existing or any action, suit or
     proceeding theretofore or thereafter brought or threatened based
     in whole or in part upon any such state of facts.

          The Corporation shall, to the fullest extent to which it is
     empowered to do so by the General Corporation Law of Delaware, and
     with respect to the Employee Retirement Income Security Act of
     1974, or any other applicable laws, as from time to time in
     effect, indemnify any officer, director or employee of the
     Corporation or an affiliated corporation, who was or is a party or
     is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he is
     or was serving at the request of the Corporation as an individual
     Trustee, Committee member, administrator or fiduciary of a pension
     or other benefit plan for employees of the Corporation, or of an
     affiliated corporation or other enterprise.

          Persons who are not covered by the foregoing provisions of
     this Article and who are or were employees or agents of the
     Corporation or a division thereof, or are or were serving at the
     request of the Corporation  as employees or agents of another
     corporation, partnership, joint venture, trust or other

                                     II-3
enterprise, may be indemnified to the extent authorized at any
     time or from time to time by the Board of Directors of the
     Corporation.

          The indemnification provided or permitted by this Article
     shall not be deemed exclusive of any other rights to which those
     indemnified may be entitled by law or otherwise, and shall
     continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs,
     executors and administrators of such a person.

          The Corporation shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the Corporation, or is or was
     serving at the request of the Corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against any liability asserted
     against him and incurred by him in any such capacity, or arising
     out of his status as such, whether or not the Corporation would
     have the power to indemnify him against such liability under the
     provisions of this Article.

          The Corporation shall, to the fullest extent to which it is
     empowered to do so by the General Corporation Law of Delaware, or
     any other applicable laws, as from time to time in effect, pay
     expenses, including attorneys' fees, incurred in defending any
     action, suit or proceeding, in advance of the final disposition of
     such action, suit or proceeding, to any person who is or was a
     party or is threatened to be made a party to any such threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative, by reason of the fact
     that such person is or was a director or officer of the
     Corporation, upon receipt of an undertaking by or on behalf of
     such person to repay such amount if it shall ultimately be
     determined that such person is not entitled to be indemnified by
     the Corporation as authorized by applicable laws.

     Article Sixteenth of the Registrant's Restated Certificate of
Incorporation provides that "No director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as the same exists
or may thereafter be amended.  This provision shall not eliminate or
limit the liability of a director for any act or omission occurring
prior to the effective date of this Article."

                                     II-4
Item 7.   Exemption from Registration Claimed.

                Not applicable.

Item 8.   Exhibits

          The exhibits filed herewith are set forth in the Exhibit
Index filed as part of this Registration Statement on pages II-9 - II-
11 hereof.

Item 9.   Undertakings.

     A.   Undertaking Pursuant to Rule 415:

          The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales of Common
Stock are being made under the Stock Incentive Plan, a post-effective
amendment to this Registration Statement:

          (i)   (Not applicable);

          (ii)  (Not applicable);

          (iii) to include any material information with respect to the
     plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the
     Registration Statement.

     (2)  That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

                                     II-5
B.   Undertaking Regarding Documents Subsequently Filed Under the
1934 Act:

          The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
1934 Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering
thereof.

     C.   Undertaking Regarding Indemnification:

          Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                     II-6
SIGNATURES

     The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 City of Rockford, State of Illinois, on
July 17, 1997.

                              SUNDSTRAND CORPORATION

                              By: /s/ Paul Donovan
                                  --------------------------
                                  Paul Donovan
                                  Executive Vice President and
                                  Chief Financial Officer and
                                  Treasurer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on July 17, 1997.

Robert H. Jenkins*                      Chairman of the Board,
-----------------------                 President and Chief Executive 
Robert H. Jenkins                       Officer

/s/ Paul Donovan                        Executive Vice President and
-----------------------                 Chief Financial Officer and
Paul Donovan                            Treasurer

DeWayne J. Fellows*                     Vice President and Controller
-----------------------
DeWayne J. Fellows

Richard A. Abdoo*                       Director
-----------------------
Richard A. Abdoo

J. P. Bolduc*                           Director
------------------------
J. P. Bolduc

                                     II-7
Gerald Grinstein*                       Director
-------------------------
Gerald Grinstein

Charles Marshall*                       Director
-------------------------
Charles Marshall

Berger G. Wallin*                       Director
-------------------------
Berger G. Wallin

*By: /s/ Paul Donovan                   July 17, 1997
     ------------------------------
     Paul Donovan, Attorney-in-Fact

     Paul Donovan, by signing his name hereto, does hereby sign
this document on behalf of each of the persons whose name appears
above with an asterisk, pursuant to powers of attorney executed by
such persons, which are included as Exhibit 24 to this
Registration Statement.

                                     II-8
EXHIBIT INDEX

Exhibit
Number       Description of Exhibit
                                                    

4(a)         Registrant's Stock Incentive Plan.     
             
4(b)         Credit Agreement dated as of
             January 28, 1993, among Registrant
             and seven banking institutions
             including Morgan Guaranty Trust
             Company of New York, as Agent
             (filed as Exhibit (4)(a) to
             Registrant's Annual Report on Form
             10-K for the fiscal year ended
             December 31, 1992, File No. 1-5358,
             and incorporated herein by
             reference); Amendment No. 1 dated
             October 15, 1993, and Amendment No.
             2 dated October 31, 1994, to the
             Credit Agreement (filed as Exhibit
             (4)(b) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1994, File
             No. 1-5358, and incorporated herein
             by reference); Amendment No. 3
             dated November 30, 1995, to the
             Credit Agreement (filed as Exhibit
             (4)(c) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1995, File
             No. 1-5358, and incorporated herein
             by reference); and Amended and
             Restated Credit Agreement dated
             December 16, 1996, to the Credit
             Agreement (filed as Exhibit (4)(a)
             to Registrant's Annual Report on
             Form 10-K for the fiscal year ended
             December 31, 1996, File No. 1-5358,
             and incorporated herein by
             reference).
             
             

                                     II-9
4(c)         Second Amended and Restated Rights
             Agreement between Registrant and
             Harris Trust and Savings Bank, as
             Rights Agent, dated November 21,
             1995 (filed as Exhibit 1 to
             Registrant's Form 8-A/A (Amendment
             No. 2) dated November 27, 1995,
             File No. 1-5358, and incorporated
             herein by reference); and First
             Amendment to Second Amended and
             Restated Rights Agreement, dated
             February 20, 1996 (filed as Exhibit
             (4)(e) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1995, File
             No. 1-5358, and incorporated herein
             by reference).
             
4(d)         Lease dated as of December 14,
             1987, between Registrant and
             Greyhound Real Estate Investment
             Six, Inc. (filed as Exhibit (4)(f)
             to Registrant's Annual Report on
             Form 10-K for the fiscal year ended
             December 31, 1987, File No. 1-5358,
             and incorporated herein by
             reference).

4(e)         Note Agreement of Registrant dated
             May 15, 1991 (filed as Exhibit
             (19)(c) to Registrant's Quarterly
             Report on Form 10-Q for the quarter
             ended June 30, 1991, File No. 1-
             5358, and incorporated herein by
             reference); and Amendment effective
             December 31, 1991, to the Note
             Agreement (filed as Exhibit (19)(c)
             to Registrant's Quarterly Report on
             Form 10-Q for the quarter ended
             September 30, 1992, File No. 1-
             5358, and incorporated herein by
             reference).
             
4(f)         Note Agreement of Registrant dated
             October 31, 1991 (filed as Exhibit
             (4)(l) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1991, File
             No. 1-5358, and incorporated herein
             by reference); and Amendment dated
             December 1, 1995, to the Note
             Agreement (filed as Exhibit (4)(l)
             to Registrant's Annual Report on
             Form 10-K for the fiscal year ended
             December 31, 1995, File No. 1-5358,
             and incorporated herein by
             reference).

                                     II-10
4(g)         Note Agreement of Registrant dated
             December 2, 1991 (filed as Exhibit
             (4)(m) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1991, File
             No. 1-5358 and incorporated herein
             by reference).
             
4(h)         Amendment dated December 11, 1995,
             to Registrant's Note Agreement
             dated May 15, 1991, as amended
             December 31, 1991, and to
             Registrant's Note Agreement dated
             December 2, 1991 (filed as Exhibit
             (4)(n) to Registrant's Annual
             Report on Form 10-K for the fiscal
             year ended December 31, 1995, File
             No. 1-5358 and incorporated herein
             by reference).
             
23           Consent of Independent Auditors.

24           Power of Attorney.

                                     II-11
Exhibit 4(a)

                             SUNDSTRAND CORPORATION
                              STOCK INCENTIVE PLAN

                          Effective December 1, 1992
                   Amended April 18 and September 19, 1995
                           Amended November 19, 1996

            ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

  1.1 Establishment of the Plan.  Sundstrand Corporation, a Delaware
corporation (the "Company), hereby establishes an incentive
compensation plan to be known as the "Sundstrand Corporation Stock
Incentive Plan" (the "Plan"), as set forth in this document.  The Plan
permits the grant of Nonqualified Stock Options, Incentive Stock
Options, and Restricted Stock, and is established pursuant to Section
16 of the Exchange Act and the rules thereunder as in effect prior to
the May 1991 amendments thereto.
  Upon ratification by an affirmative vote of a majority of Shares
voting at the Company's April 20, 1993, annual shareholders' meeting,
the Plan shall become effective as of December 1, 1992 (the "Effective
Date"), and shall remain in effect as provided in Section 1.3 herein.
Awards may be granted prior to shareholder ratification of the Plan;
provided, however, that in the event shareholder ratification of the
Plan is not obtained, all outstanding Awards granted shall become null
and void.
  1.2 Purpose of the Plan.  The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal
interests of Participants to those of Company shareholders, and by
providing Participants an incentive for outstanding performance.
  The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of
Participants upon whose judgment, interest, and special effort the
successful conduct of its operations are largely dependent.
  1.3 Duration of the Plan.  Subject to the right of the Board of
Directors of the Company to terminate the Plan at any time pursuant to
Article 11 herein, the Plan shall remain in effect until all Shares
subject to the Plan shall have been purchased or acquired according to
the Plan's provisions.  However, in no event may an Award be granted
under the Plan on or after January 1, 2007.

                        ARTICLE 2.  DEFINITIONS

  Whenever used in the Plan, the following terms shall have the meaning
set forth below:
      (a) "Award" means, individually or collectively, a grant under
      this Plan of Nonqualified Stock Options, Incentive Stock Options
      or Restricted Stock.
      (b)  "Change in Control" means any of the following events:
           (i)  The acquisition (other than from the Company) by
           any person (as such term is defined in Sections 13(d) or 14(d) of
           the Exchange Act)  of beneficial ownership (within the meaning of
           Rule 13d-3 promulgated under the Exchange Act) of thirty-three
           percent (33%) or more of the combined voting power of the
           Company's then outstanding voting securities; or
           (ii)  The individuals who, as of the date hereof, are members
           of the Board (the "Incumbent Board"), cease for any reason to
           constitute a majority of the Board, unless the election, or
           nomination for election by the Company's stockholders, of any new
           Director was approved by a vote of a majority of the Incumbent
           Board, and such new Director shall, for purposes of this
           Agreement, be considered as a member of the Incumbent Board; or
           (iii) Approval by stockholders of the Company of (A) a merger
           or consolidation involving the Company if the stockholders of the
           Company, immediately before such merger or consolidation, do not
           as a result of such merger or consolidation, own, directly or
           indirectly, more than sixty-seven percent (67%) of the combined
           voting power of the then outstanding voting securities of the
           corporation resulting from such merger or consolidation in
           substantially the same proportion as their ownership of the
           combined voting power of the voting securities of the Company
           outstanding immediately before such merger or consolidation or
           (B) a complete liquidation or dissolution of the Company or an
           agreement for the sale or other disposition of all or
           substantially all of the assets of the Company.
           Notwithstanding the foregoing, a Change in Control shall not
           be deemed to occur pursuant to subsection (i), solely because
           thirty-three percent (33%) or more of the combined voting power
           of the Company's then outstanding securities is acquired by (A) a
           trustee or other fiduciary holding securities under one or more
           employee benefit plans maintained by the Company or any of its
           Subsidiaries or (B) any corporation which, immediately prior to
           such acquisition, is owned directly or indirectly by the
           stockholders of the Company in the same proportion as their
           ownership of stock in the Company immediately prior to such
           acquisition.
      (c)  "Code" means the Internal Revenue Code of 1986, as amended from
           time to time.
      (d)  "Committee" means the committee specified in Article 3.
      (e)  "Disability" means a permanent and total disability, within
           the meaning of Code Section 22(e)(3), as determined by the
           Committee in good faith, upon receipt of sufficient competent
           medical advice from one or more individuals, selected by the
           Committee, who are qualified to give professional medical advice.
      (f)  "Early Retirement" shall mean an Employee's eligibility to
           receive an early retirement benefit from any retirement plan
           maintained by the Company or any Subsidiary.
      (g)  "Employee" means any full-time managerial, supervisory or
           professional employee of the Company or of the Company's
           Subsidiaries.
      (h)  "Exchange Act" means the Securities Exchange Act of 1934, as
           amended from time to time.
      (i)  "Fair Market Value" means the average of the highest and
           lowest quoted selling prices for Shares on the relevant date, or
           (if there were no sales on such date) the weighted average of the
           means between the highest and lowest quoted selling prices for
           Shares on the nearest day before and the nearest day after the
           relevant date, as determined by the Committee.
      (j)  "Incentive Stock Option" or "ISO" means an option to
           purchase Shares granted under Article 6 herein, which is
           designated as an Incentive Stock option  and is intended to meet
           the requirements of Section 422 of the Code.
      (k)  "Insider" shall mean an Employee who is, on the relevant
           date, an officer of the Company, as defined under Rule 16a-1 of
           the Exchange Act as determined by the General Counsel of the
           Company or his designee.
      (l)  "Noninsider" means an Employee who is not, on the relevant
           date, an Insider, as determined by the General Counsel of the
           Company or his designee.
      (m)  "Nonqualified Stock Option" or "NQSO" means an option to
           purchase Shares granted under Article 6 herein, which is not
           intended to be an Incentive Stock Option.
      (n)  "Normal Retirement" shall mean an Employee's eligibility to
           receive a normal retirement benefit from any retirement plan
           maintained by the Company or any Subsidiary.
      (o)  "Option" means an Incentive Stock Option or a Nonqualified
           Stock Option.
      (p)  "Option Certificate" means a certificate setting forth the
           terms and provisions applicable to Options granted to
           Participants.
      (q)  "Option Price" means the price at which a Share may be
           purchased by a Participant pursuant to an Option.
      (r)  "Participant" means an Employee of the Company who has
           outstanding an Award granted under the Plan.
      (s)  "Period of Restriction" means the period during which  the
           transfer of Shares of Restricted Stock is limited in some way, as
           provided in this Plan.
      (t)  "Restricted Stock" means an Award granted under Article 7
           herein.
      (u)  "Restricted Stock Certificate" means a certificate setting
           forth the terms and provisions applicable to Restricted Stock
           granted to Participants.
      (v)  "Restricted Stock Price" means the price at which a Share
           may be purchased by a Participant pursuant to a Restricted Stock
           grant.
      (w)  "Shares" means shares of common stock of the Company.
      (x)  "Subsidiary" means any corporation in which the Company owns
           directly, or indirectly through subsidiaries, at least fifty
           percent (50%) of the total combined voting power of all classes
           of stock, or any other entity (including, but not limited to,
           partnerships and joint ventures) in which the Company owns at
           least fifty percent (50%) of the combined equity thereof.

                       ARTICLE 3.  ADMINISTRATION

  3.1 The Committee.  The Plan shall be administered by the
Compensation Committee of the Board or by any other Committee appointed
by the Board consisting of not less than three nonemployee members of
the Board.  The Committee shall be comprised solely of Directors who
are eligible to administer the Plan pursuant to Rule 16b-3(b) under the
Exchange Act.
  3.2 Authority of the Committee.  The Committee shall have full power
except as limited by law or by the Certificate of Incorporation or
Bylaws of the Company, and subject to the provisions herein, to
determine the size and types of Awards; to determine the terms and
conditions of such Awards in a manner consistent with the Plan; to
construe and interpret the Plan and any agreement or instrument entered
into under the Plan; to establish, amend, or waive rules and
regulations for the Plan's administration; and, subject to the
provisions of Article 11 herein, to amend the terms and conditions of
any outstanding Award consistent with the Plan.  The Committee may make
arrangements for the cashless exercise of any Options issued hereunder.
The Committee may delegate its authority as permitted hereunder.  In
the provisions of the Plan where action by the Company is contemplated,
the Committee shall undertake to perform such action.
  3.3 Decisions Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders
or resolutions of the Board shall be final, conclusive, and binding on
all persons, including the Company and its successors or assigns, and
on its stockholders, Employees, Participants, and their respective
estates and beneficiaries.

               ARTICLE 4.  SHARES SUBJECT TO THE PLAN

  4.1 Number of Shares.  Subject to adjustment as provided in Section
4.2 herein, the total number of Shares available for grant under the
Plan shall be 1.8 million Shares. These Shares may be either authorized
but unissued, reacquired or a combination thereof.
  Effective as of January 1, 1997, the total number of Shares available
for grant under the Plan shall be increased by 3 million shares, such
increased Shares being subject to adjustment as provided in Section 4.2
of the Plan.  Such additional Shares may be either authorized but
unissued, reacquired or a combination thereof.
  4.2 Adjustments in Available Shares, Options and Restricted Share
Grants.  In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up,
Share combination, or other change in the capital structure of the
Company affecting the Shares, such adjustment shall be made in the
number of Shares which may be granted under the Plan, in the maximum
number of Options and the maximum number of Shares of Restricted Stock
that the Committee can authorize the CEO to grant in the aggregate or
grant to any one Employee in any calendar year, in the maximum number
of Options or Shares of Restricted Stock which may be granted to an
elected officer in any calendar year, and in the number of and/or price
of Shares subject to outstanding Options and outstanding Restricted
Stock grants under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution
or enlargement of rights; provided that the number of Shares subject to
any Award shall always be a whole number.

               ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

  5.1 Eligibility.  Persons eligible to participate in this Plan are
such Employees as are determined by the Committee or who otherwise
receive Shares pursuant to Section 7.1(b).
  5.2 Actual Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees,
those to whom Awards shall be granted.

                       ARTICLE 6.  STOCK OPTIONS

  6.1 Grant of Options.  Subject to the terms and provisions of the
Plan, Options may be granted to Employees at any time and from time to
time as shall be determined by the Committee.  The Committee shall have
discretion in determining the number and type of Options granted to
each Participant.
  The Committee may delegate to the Chief Executive Officer of the
Company ("CEO") the authority to grant to Noninsiders Options, the
terms and provisions of which have been set by the Committee.  During
any calendar year of the Company, the aggregate number of Options
available for grant by the CEO pursuant to this Section 6.1 may not
exceed 600,000, with the number of Options which may be granted by the
CEO to any one Employee during any calendar year limited to 10,000.  In
no event may the number of Options granted to an elected officer of the
Company in any calendar year exceed 150,000 Options.
  6.2 Option Certificate.  Each Option grant shall be evidenced by an
Option Certificate that shall specify the Option Price, the Option
duration, the number of Shares to which the Option pertains, whether
the Option is intended to be an ISO or a NQSO, and such other
provisions as the Committee shall determine.
  6.3 Option Price.  The Option Price for each grant of an Option shall
be determined by the Committee; provided that the Option Price shall
not be less than one hundred percent (100%) of the Fair Market Value of
a Share on the date the Option is granted.
  6.4 Duration of Options.  Each Option shall expire at such time as
the Committee shall determine at the time of grant; provided, however,
that, except as provided in subsections (a), (b) and (c) of Section
6.8, no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
  6.5 Exercise of Options.  Subject to the provisions of Section 6.10,
Options granted under the Plan shall be exercisable at such times and
be subject to such restrictions and conditions as the Committee shall
in each instance approve, which need not be the same for each grant or
for each Participant.  However, no Option granted under this Plan is
exercisable prior to six (6) months following the date of its grant.
  6.6 Payment.  Subject to such other method(s) as may have been
established by the Company, Options shall be exercised by the delivery
of a written notice of exercise to the Secretary of the Company,
setting forth the number of Shares with respect to which the Option is
to be exercised, accompanied by full payment for the Shares.
  The Option Price upon exercise of any Option shall be payable to the
Company in full either:  (a) in cash or its equivalent, or (b) by
tendering previously acquired Shares having an aggregate Fair Market
Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to
satisfy the Option Price), or (c) by a combination of (a) and (b).
  As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the
Participant, in the name or names designated by the Participant, Share
certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s).
  6.7 Special Restrictions on Shares Acquired Pursuant to the Exercise
of an Option.  The Committee may impose such restrictions on Shares
acquired pursuant to the exercise of an Option under the Plan as it may
deem advisable.
  6.8  Termination of Employment.
  (a)  Termination by Normal Retirement or Early Retirement at Age
       60.  In the event the employment of a Participant is terminated
       by reason of Normal Retirement or Early Retirement at or after
       attaining age 60, all outstanding Options granted to that
       Participant shall immediately become exercisable, and shall
       remain exercisable at any time prior to their expiration date,
       or for one (1) year after the date of such retirement, whichever
       period is longer.
  (b)  Termination by Early Retirement Prior to Age 60.  In the
       event the employment of a Participant is terminated by reason of
       Early Retirement prior to attainment of age 60, the Committee,
       in its sole discretion, shall have the right to cause all or any
       portion of such outstanding Options granted to that Participant
       to immediately become exercisable, in which event such options
       shall remain exercisable at any time prior to their expiration
       date, or for one (1) year after the date of such Early
       Retirement, whichever period is longer.
  (c)  Termination by Death.  In the event the employment of a
       Participant is terminated by reason of death, all outstanding
       Options granted to that Participant shall immediately become
       exercisable, and shall remain exercisable at any time prior to
       the expiration date, or for one (1) year after the date of death,
       whichever period is longer, by such person or persons as shall
       have been named as the Participant's beneficiary, or by such
       persons that have acquired the Participant's rights under the
       Option by will or by the laws of descent and distribution.
  (d)  Termination by Disability.  In the event the employment of a
       Participant is terminated by reason of Disability, all
       outstanding Options granted to that Participant shall immediately
       become exercisable as of the date the Committee determines the
       definition of Disability to have been satisfied, and shall remain
       exercisable at any time prior to their expiration date, or for
       one (1) year after the date that the Committee determines the
       definition of Disability to have been satisfied, whichever period
       is longer.
  (e)  Employment Termination Followed by Death.  In the event that
       a Participant's employment terminates by reason of Normal
       Retirement, Early Retirement or Disability and within the
       exercise period following such termination the Participant dies,
       then the remaining exercise period under outstanding Options
       shall be any time prior to their expiration date, or for one (1)
       year following death, whichever period is shorter.  Such Options
       shall be exercisable by such person or persons who shall have
       been named as the Participant's beneficiary, or by such persons
       who have acquired the Participant's rights under the Option by
       will or by the laws of descent and distribution.
  (f)  Termination of Employment for Other Reasons.  If the
       employment of a Participant shall terminate for any reason other
       than the reasons set forth in subsections (a)-(d) of this Section
       6.8, the Committee, in its sole discretion, shall have the right
       to cause all or any portion of such outstanding Options granted
       to that Participant to immediately become exercisable, subject to
       such terms as the Committee, in its sole discretion, deems
       appropriate.  Options which are or become exercisable as of the
       effective date of employment termination shall remain exercisable
       any time prior to their expiration date, or for three (3) months
       after the date of employment termination, whichever period is
       shorter.
  6.9  Forfeiture of Options.  Options held by a Participant which are
not exercisable as of the effective date of employment termination and
which do not  become exercisable pursuant to the provisions of Section
6.8 immediately shall be forfeited.
  6.10 Alternate Exercisability Following Termination.  With respect
to Options held either by Noninsiders or Insiders as of the date of any
employment termination, the provisions of Section 6.8 regarding the
exercisability of Options as of the date of employment termination and
the provisions regarding the length of the exercise period following
employment termination notwithstanding, the Committee may, in its sole
discretion, provide for accelerated exercisability of all Options and
an extended period of exercisability following termination, upon such
terms and provisions as it deems appropriate; provided, however, that
the period of extended exercisability shall not extend beyond the
period specified in Section 6.4 herein.
  With respect to Options held by Noninsiders as of the date of
employment termination, the Committee may delegate to the CEO the
authority to modify the terms and provisions regarding acceleration of
exercisability and extension of the period of exercisability following
termination, subject to the limitations of Section 6.4 herein.
  6.11 Nontransferability of Options. Except as otherwise provided in
this Section 6.11, options granted under the Plan may only be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
in accordance with the Participant's beneficiary designation, by will,
or by the laws of descent and distribution.  The Committee, in its sole
discretion, may provide for the transferability of Options granted
under the Plan, by a Participant to persons or entities on terms and
conditions as may be determined by the Committee, in its sole
discretion.  The Committee, with respect to an Option granted under the
Plan which is not transferable, may, in its sole discretion, provide
for the transferability of such an Option by the Participant to persons
or entities on terms and conditions as may be determined by the
Committee, in its sole discretion.  In addition, any determination by
the Committee to provide for the transferability of an Option by any
one Participant under the Plan shall not be deemed to provide to any
other Participant under the Plan a right of transferability with
respect to an Option granted under this Plan to such other Participant.

                   ARTICLE 7.  RESTRICTED STOCK

  7.1  Grant of Restricted Stock.  Shares of Restricted Stock will be
granted as follows, subject to the terms and provisions of the Plan:
  (a)  Discretionary Grants.  The Committee, at any time and from
       time to time, may grant Shares of Restricted Stock to eligible
       Employees in such amounts as the Committee shall determine.  The
       Committee may delegate to the CEO the authority to grant to
       Noninsiders Shares of Restricted Stock, the terms and provisions
       of which have been set by the Committee.  During any calendar
       year of the Company, the aggregate number of Shares of Restricted
       Stock available for grant by the CEO pursuant to this subsection
       (a) may not exceed 300,000 with the number of Shares of
       Restricted Stock which may be granted by the CEO to any one
       Employee during any calendar year limited to 4,000.
  (b)  Automatic Grants.  Upon shareholder ratification of the
       Plan, all outstanding rights under the Sundstrand Corporation
       Phantom Stock Plan held by participants in such plan who are not
       foreign nationals employed outside the United States by foreign-
       registered Subsidiaries, except Sundstrand de Puerto Rico, Inc.,
       and all outstanding rights under the Restricted Stock Cash
       Equivalent Program, shall automatically be converted into a like
       number of Shares of Restricted Stock under the Plan.
  (c)  Maximum Grant of Restricted Stock.  In no event may the
       number of Shares of Restricted Stock granted to an elected
       officer of the Company in any calendar year exceed 50,000 Shares
       of Restricted Stock.
  7.2  Restricted Stock Certificate.  Each Restricted Stock grant shall
be evidenced by a Restricted Stock Certificate that shall specify the
Period or Periods of Restriction, the number of Shares of Restricted
Stock granted, and such other provisions as the Committee shall
determine.
  7.3  Restricted Stock Price.  The Restricted Stock Price for each
grant of Restricted Stock shall be determined by the Committee,
provided that the Restricted Stock Price may be less than the par value
of a Share on the date of the Restricted Stock grant.
  7.4  Restrictions on Transferability and Vesting.  Except as otherwise
provided in this Article 7, the Shares of Restricted Stock granted
herein may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee in its sole discretion and
specified in the Restricted Stock Certificate, or upon the earlier
satisfaction of any other conditions as specified by the Committee in
its sole discretion and set forth in the Restricted Stock Certificate.
All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be available during his lifetime only
to such Participant.
  7.5  Other Restrictions.  The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable.
  7.6  Escrow or Legend.  In order to enforce the restrictions imposed
upon Shares of Restricted Stock issued hereunder, the Committee may
require any Participant to enter into an escrow agreement providing
that the certificates representing Shares of Restricted Stock issued
pursuant to this Article 7 shall remain in the physical custody of an
escrow holder until any or all of the restrictions imposed pursuant to
this Article 7 have terminated and the Committee may cause a legend or
legends to be placed on any certificates representing shares issued
pursuant to this Article 7, which legend or legends shall make
appropriate reference to the restrictions imposed hereunder.
  7.7  Voting Rights.  During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares.
  7.8  Dividends and Other Distributions.  During the Period of
Restriction, Participants holding Shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other
distributions paid with respect to those Shares while they are so held.
If any such dividends or distributions are paid in Shares, the Shares
shall be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to which
they were paid.
  7.9  Termination of Employment.
  (a)  Termination by Reason of Normal Retirement, Death or
       Disability.  In the event the employment of a Participant who has
       purchased Shares of Restricted Stock hereunder terminates because
       of Normal Retirement, death or Disability, then the Company shall
       not have the right to repurchase any of such Shares of Restricted
       Stock purchased hereunder by such Participant and all
       restrictions applicable to such Shares shall immediately
       terminate.
  (b)  Termination by Reason Other than Normal Retirement, Death or
       Disability.  In the event the employment of a Participant who has
       purchased Shares of Restricted Stock hereunder terminates for any
       reason other than Normal Retirement, death or Disability, the
       Company shall have the option for ninety (90) days following such
       termination of employment to buy at his cost for cash all or any
       part of the terminating Participant's nonvested Shares of
       Restricted Stock.
  (c)  Alternate Treatment of Restricted Stock.  With respect to
       Shares of Restricted Stock granted pursuant to subsection (a) of
       Section 7.1, regardless of the provisions regarding the treatment
       of Shares of Restricted Stock specified in subsections (a) and
       (b) of this Section 7.9, the Committee shall in its sole
       discretion have the authority to modify the treatment of those
       Shares of Restricted Stock held by Participants as of the date of
       employment termination on which the restrictions have not
       terminated, upon such terms as the Committee deems appropriate.
       With respect to nonvested Shares of Restricted Stock that were
       granted pursuant to subsection (a) of Section 7.1 and are held by
       Noninsiders as of the date of employment termination, the
       Committee may delegate to the CEO the authority to modify the
       terms regarding the termination of restrictions.
  7.10 Limitation on Grants to Elected Officers.  Notwithstanding
anything to the contrary contained in the Plan, the Committee shall
select, not later than the 90th day after the commencement of each plan
year, one or more of the following performance elements and the
performance level to be achieved as the threshold parameter:
       (a)  generation of free cash
       (b)  earnings per share
       (c)  revenues
       (d)  market share
       (e)  stock price
       (f)  cash flow
       (g)  retained earnings
       (h)  results of customer satisfaction surveys
       (i)  aggregate product price and other product
            price measures
       (j)  safety record
       (k)  acquisition activity
       (l)  management succession planning
       (m)  improved asset management
       (n)  improved gross margins
       (o)  increased inventory turns
       (p)  product development and liability
       (q)  research and development integration
       (r)  proprietary protections
       (s)  legal effectiveness
       (t)  handling of SEC and environmental matters
       (u)  manufacturing efficiencies
       (v)  system review and improvement
       (w)  service reliability and cost management
       (x)  operating expense ratios
       (y)  total stockholder return
       (z)  return on sales
       (aa) return on equity
       (bb) return on capital
       (cc) return on assets
       (dd) return on investments
       (ee) net income
       (ff) operating income
       (gg) working capital
       (hh) comparative performance of one or more of the
            above criteria to the performance of other corporations.
  7.11  Awards of Restricted Stock.  No shares of Restricted Stock will
be awarded under the Plan to any elected officer of the Company unless
the threshold parameter as determined by the Committee is achieved.  In
determining actual performance under any performance element selected,
adjustments will be made to exclude (i) all items determined in
accordance with standards published by opinion No. 30 of the Accounting
Principles Board ("APB Opinion No. 30") to be extraordinary or unusual
in nature, infrequent in occurrence, related to disposal of a segment
of a business or related to a change in accounting principles, and (ii)
all items related to discontinued operations that do not qualify as a
segment of a business as defined under APB Opinion No. 30, and (iii)
all restructuring charges recorded in accordance with Emergency Issues
Task Force Issue No. 94-3.  Prior to the award of Restricted Stock
under the Plan, the Committee shall confirm that the threshold
parameter has been satisfied.
  If the threshold parameter for a Plan year is achieved, the number of
Shares of Restricted Stock awarded to an elected officer with respect
to such Plan year shall not exceed 50,000 Shares; provided that the
Committee, in its sole discretion, may cancel or reduce the number of
Shares of Restricted Stock awarded based on such criteria as the
Committee in its sole discretion shall determine."

                 ARTICLE 8.  BENEFICIARY DESIGNATION

  Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan shall accrue in case
of his death.  Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by
the Company, and will be effective only when filed by the Participant
in writing with the Secretary of the Company during the Participant's
lifetime.  In the absence of any such designation, benefits remaining
at the Participant's death shall accrue to the Participant's estate.

                   ARTICLE 9.  RIGHTS OF EMPLOYEES

  9.1 Employment.  Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's
employment at any time, or confer upon any Participant any right to
continue in the employ of the Company.
  For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.
  9.2 Participation.  No Employee shall have the right to be selected
to receive an Award under this Plan, or, having once been selected,
have a right to again be selected to receive a future Award.

                    ARTICLE 10.  CHANGE IN CONTROL

  Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of applicable law or regulation:
  (a) Any and all Options granted hereunder shall become
      immediately exercisable;
  (b) Any Periods of Restriction and other restrictions imposed on
      Shares of Restricted Stock shall immediately terminate; and
  (c) Subject to Article 11 herein, the Committee shall have the
      authority to make any modifications to the Awards as determined
      by the Committee to be appropriate before the effective date of
      the Change in Control.

         ARTICLE 11.  AMENDMENT, MODIFICATION, AND TERMINATION

  11.1  Amendment, Modification, and Termination.  The Board at any
time and from time to time may terminate, amend or modify the Plan.
However, no such termination, amendment or modification of the Plan may
occur without the approval of the shareholders of the Company, if
shareholder approval for such termination, amendment or modification is
required by the federal securities laws, any national securities
exchange or system on which the Shares are then listed or reported, or
a regulatory body having jurisdiction with respect thereto.

                      ARTICLE 12.  WITHHOLDING

  12.1  Tax Withholding.  The Company shall have the power and the
right as set forth in this Article 12 to deduct or withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy
any and all Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with
respect to any taxable event arising out of or as a result of this
Plan.
  12.2  Share Withholding.  With respect to tax withholding required
upon the exercise of Options, upon the termination of restrictions on
Restricted Stock, or upon any other taxable event hereunder, a
Participant may elect, subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, by having the
Company withhold a number of Shares, the Fair Market Value of which, in
itself or when added to a cash payment made by the Participant to the
Company, equals the minimum statutory total tax.  Any such election by
an Insider shall be made in conformity with Rule 16b-3.

                       ARTICLE 13.  SUCCESSORS

  All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company.

                   ARTICLE 14.  LEGAL CONSTRUCTION

  14.1  Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall
include the plural.
  14.2  Requirements of Law.  The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
  14.3  Securities Law Compliance.  With respect to Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.
  14.4  Foreign Employees.  To the extent permissible under applicable
law, the Company may grant Awards to eligible Employees who are
employed in locations outside of the United States.  The Committee
shall have the authority to modify the terms of Awards granted to such
Employees in order to ensure compliance with applicable local and
national law.
  14.5  Governing Law.  To the extent not preempted by Federal law (or
foreign law, in the case of grants to Employees who are not United
States residents), the Plan, and any agreement hereunder, shall be
construed in accordance with and governed by the laws of the State of
Delaware.
  14.6  Severability.  In the event any provision of the Plan or any
action taken thereunto shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included, and the illegal or
invalid action shall be deemed null and void.
Exhibit (23)

                      CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8) to be filed July 18, 1997, and related Prospectus,
pertaining to the Sundstrand Corporation Stock Incentive Plan of our
report dated January 28, 1997, with respect to the consolidated
financial statements of Sundstrand Corporation and subsidiaries,
included in the Annual Report (Form 10-K) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.

                                          /s/ Ernst & Young LLP
                                          -----------------------

                                          ERNST & YOUNG LLP

Chicago, Illinois
July 17, 1997
Exhibit (24)

                          POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
SUNDSTRAND CORPORATION, a Delaware corporation, does hereby nominate,
constitute and appoint ROBERT H. JENKINS and PAUL DONOVAN and either or
both of them, as its true and lawful attorneys-in-fact, in its name and
on its behalf to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 and any amendments, supplements and
post-effective amendments thereto, in connection with the registration
under the Securities Act of 1933, as amended, of up to 3,000,000 shares
of the Corporation's Common Stock, par value $.50 per share, which
subject to stockholder approval of the amendment to the Sundstrand
Corporation  Stock Incentive Plan, shall be available for grant under
such plan.

         That each of the undersigned directors and officers of said
Corporation does hereby nominate, constitute and appoint ROBERT H.
JENKINS and PAUL DONOVAN and either or both of them, as his true and
lawful attorneys-in-fact, in his name and in the capacity indicated
below, to execute the aforesaid Form S-8.

         And the undersigned do hereby authorize and direct the said
attorneys-in-fact, and any one or all of them, to execute and deliver
such other documents to the Securities and Exchange Commission and to
take all such other action as they or any one of them may consider
necessary or advisable to the end that said Form S-8 shall comply with
the Securities Act of 1933, as amended, and the applicable rules,
rulings and regulations of the Securities and Exchange Commission.

         IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents this 18th day of February, 1997.

                                       SUNDSTRAND CORPORATION

                                       By: /s/ Robert H. Jenkins
                                           -----------------------
                                           Robert H. Jenkins
                                           President and Chief
                                           Executive Officer

(CORPORATE SEAL)

ATTEST:

/s/ Richard M. Schilling
--------------------------
Richard M. Schilling
Secretary
SIGNATURE                          TITLE
---------                          -----

/s/ Robert H. Jenkins              President and Chief Executive
-----------------------            Officer and Director
Robert H. Jenkins

/s/ Paul Donovan                   Executive Vice President and
------------------------           Chief Financial Officer and
Paul Donovan                       Treasurer

/s/ DeWayne J. Fellows             Vice President and Controller
------------------------           DeWayne J. Fellows

/s/ Don R. O'Hare                  Chairman of the Board
------------------------
Don R. O'Hare

/s/ Richard A. Abdoo               Director
-------------------------
Richard A. Abdoo

/s/ J. P. Bolduc                   Director
-------------------------
J. P. Bolduc

/s/ Gerald Grinstein               Director
-------------------------
Gerald Grinstein

/s/ Charles Marshall               Director
-------------------------
Charles Marshall

-------------------------          Director
Klaus H. Murmann
SIGNATURE                          TITLE
---------                          -----

/s/ Donald E. Nordlund             Director
-------------------------
Donald E. Nordlund

-------------------------          Director
John A. Puelicher

-------------------------          Director
Ward Smith

/s/ Berger G. Wallin               Director
-------------------------
Berger G. Wallin