<PAGE>
<PAGE>  1

As filed with the Securities and Exchange Commission on March 12, 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 MANAGEMENT STOCK PERFORMANCE 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  (1) $43.75       (1) $131,250,000    (1) $45,258.62
$ .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 $43.75 per share,
     the average of the high and low sales prices on the New York Stock
     Exchange on March 7, 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.

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


                                     II-2<PAGE>
<PAGE>  4

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


                                     II-3<PAGE>
<PAGE> 5

           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."



Item 7.   Exemption from Registration Claimed.

                Not applicable.


                                     II-4<PAGE>
<PAGE>  6

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 Management Stock Performance
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.


     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


                                     II-5<PAGE>
<PAGE>  7

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
March 6, 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 March 6, 1997.


Robert H. Jenkins*                      President and Chief Executive Officer
-------------------------
Robert H. Jenkins


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


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


Don R. O'Hare*                          Chairman of the Board
-------------------------
Don R. O'Hare


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

                                        II-7<PAGE>
<PAGE>  9

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


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


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


Donald E. Nordlund*                     Director
-------------------------
Donald E. Nordlund


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


*By:/s/ Paul Donovan                    March 6, 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    Management    Stock    
             Performance 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); and 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>
<PAGE> 13

                                                          Exhibit 4(a)

                      SUNDSTRAND CORPORATION
                 MANAGEMENT STOCK PERFORMANCE PLAN
                                 
                    Effective November 19, 1996


         ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

1.1   Establishment  of  the  Plan.   Sundstrand  Corporation,   a
Delaware  corporation (the "Company), hereby establishes  a  stock
performance  compensation  plan to be  known  as  the  "Sundstrand
Corporation  Management Stock Performance Plan" (the  "Plan"),  as
set  forth  in  this  document.  The Plan  permits  the  grant  of
Nonqualified   Stock   Options,  Incentive  Stock   Options,   and
Restricted Stock.

      The  Plan  shall be effective as of November 19,  1996  (the
"Effective  Date"),  and shall remain in  effect  as  provided  in
Section 1.3 herein.

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 November  19,
2006.

                      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)   "Board"  means  the  Board  of  Directors  of  the
          Company.

          (c)  "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
                     ownership of stock in the Company immediately prior
                     to such acquisition.

          (d)  "Code" means the Internal Revenue Code of 1986,  as
               amended from time to time.

          (e)  "Committee" means the committee specified in Article 3.
                                     
          (f)  "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.

          (g)  "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.

          (h)  "Employee"   means   any  full-time   managerial,
               supervisory or professional employee of the  Company  or
               of  the  Company's  Subsidiaries.  "Employee"  does  not
               include any director or elected officer of the Company.

          (i)  "Exchange Act" means the Securities Exchange Act of
               1934, as amended from time to time.

          (j)  "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 CEO.

          (k)  "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.

          (l)  "Insider" shall mean an Employee who  is,  on  the
               relevant date, an elected officer of the Company.

          (m)  "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.

          (n)  "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.

          (o)  "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.

          (p)  "Option"  means an Incentive  Stock  Option  or  a
               Nonqualified Stock Option.

          (q)  "Option  Certificate" means a certificate  setting
               forth  the  terms and provisions applicable  to  Options
               granted to Participants.

          (r)  "Option Price" means the price at which a Share may
               be purchased by a Participant pursuant to an Option.

          (s)  "Participant" means an Employee of the Company who
               has outstanding an Award granted under the Plan.

          (t)  "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.

          (u)  "Restricted Stock" means an Award granted under  Article
               7 herein.

          (v)  "Restricted  Stock  Certificate"   means   a
               certificate  setting  forth  the  terms  and  provisions
               applicable to Restricted Stock granted to Participants.

          (w)  "Restricted Stock Price" means the price at which a
               Share  may be purchased by a Participant pursuant  to  a
               Restricted Stock grant.

          (x)  "Shares" means shares of common stock of the Company.

          (y)  "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   Authority of the CEO.  The CEO 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,
and  subject to the provisions of Article 11 herein, to amend  the
terms and conditions of any outstanding Award consistent with  the
Plan.

3.2   The  Committee.   The  Plan shall  be  administered  by  the
Employee  Benefit  Committee which is  appointed  by  the  Finance
Committee of the Board or by any other Committee appointed by  the
Board.

3.3   Authority of the Committee.  The Committee shall  have  full
power,  except  as  limited  by  law  or  by  the  Certificate  of
Incorporation  or  the  By-Laws of the  Company,  and  subject  to
provisions  herein, to construe and interpret  the  Plan  and  any
agreement  or  instrument entered into  under  the  Plan;  and  to
establish,  amend, or waive rules and regulations for  the  Plan's
administration.   The  Committee may  make  arrangements  for  the
cashless  exercise of any Options issued hereunder.  The Committee
may delegate its authority as permitted hereunder.

3.4  Decisions Binding.  All determinations and decisions made  by
the  CEO  or the Committee pursuant to the provisions of the  Plan
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 3 million Shares. These  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  CEO  is
authorized to grant in the aggregate or grant to any one  Employee
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 CEO, in his 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 CEO.

5.2  Actual Participation.  Subject to the provisions of the Plan,
the  CEO  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  only  to  Employees,  who   are
Noninsiders,  at  any  time and from time  to  time  as  shall  be
determined  by  the  CEO.   The  CEO  shall  have  discretion   in
determining the number and type of Options granted to each Partici
pant.

     During any calendar year of the Company, the aggregate number
of  Options  available  for  grant by the  CEO  pursuant  to  this
Section  6.1  is  limited to 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.

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 CEO shall determine.

6.3   Option Price.  The Option Price for each grant of an  Option
shall  be  determined by the CEO; 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  CEO  shall  determine at the  time  of  grant;  provided,
however, that except as provided in Sections 6.8(a), (b), (c)  and
(d),  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
CEO shall in each instance approve, which need not be the same for
each grant or for each Participant.

6.6   Payment.  Subject to such other method(s) as may  have  been
established  by the Committee, 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  notifi
cation 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 CEO may impose such restrictions  on
Shares  acquired pursuant to the exercise of an Option  under  the
Plan as he 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 CEO, in his 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 their 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 CEO 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  CEO  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  CEO,  in  his  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 CEO, in his 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 by a Participant 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 CEO may,  in
his sole discretion, provide for accelerated exercisability of all
Options and an extended period of exercisability following termina
tion,  upon  such  terms and provisions as he  deems  appropriate;
provided,  however,  that  the period of  extended  exercisability
shall  not  extend  beyond  the period specified  in  Section  6.4
herein.

6.11  Transferability 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   CEO,   in   his  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 CEO, in his sole discretion.  The CEO,  with
respect  to  an  Option  granted  under  the  Plan  which  is  not
transferable,  may,  in  his  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  CEO,
in  his  sole discretion.  Any determination by the CEO 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 the Plan to such other Participant.

                   ARTICLE 7.  RESTRICTED STOCK
                                 
7.1   Discretionary Grants of Restricted Stock.  The CEO,  at  any
time  and from time to time, may grant Shares of Restricted  Stock
to  eligible Employees in such amounts as the CEO shall determine.
During  any calendar year of the Company, the aggregate number  of
Shares  of Restricted Stock which the CEO may grant is limited  to
300,000 with the number of Shares of Restricted Stock which may be
granted  to  any one Employee during any calendar year limited  to
4,000.

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 CEO
shall determine.

7.3   Restricted Stock Price.  The Restricted Stock Price for each
grant of Restricted Stock shall be determined by the CEO, 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 CEO in his
sole discretion and specified in the Restricted Stock Certificate,
or  upon  the  earlier  satisfaction of any  other  conditions  as
specified by the CEO in his 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  CEO  shall  impose  such  other
restrictions on any Shares of Restricted Stock granted pursuant to
the Plan as he 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.   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  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  CEO
               shall  in  his  sole discretion have  the  authority  to
               modify the treatment of those Shares of Restricted Stock
               held  by Participants as of the date of employment termi
               nation  on  which the restrictions have not  terminated,
               upon such terms as the CEO deems appropriate.

                ARTICLE 8.  BENEFICIARY DESIGNATION
                                 
8.1   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
                                 
10.1 Occurrence of a 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 CEO  shall  have
               the authority to make any modifications to the Awards as
               determined  by  the  CEO  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.

                     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  CEO,  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.

                      ARTICLE 13.  SUCCESSORS
                                 
13.1       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  Foreign   Employees.   To  the  extent  permissible   under
applicable law, the CEO may grant Awards to eligible Employees who
are  employed in locations outside of the United States.  The  CEO
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.

14.4  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.

14.5 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>
<PAGE> 14

                                                             Exhibit (23)

                  CONSENT OF INDEPENDENT AUDITORS


We  consent  to the incorporation by reference in the Registration
Statement  (Form  S-8) and related Prospectus, pertaining  to  the
Sundstrand  Corporation Management Stock Performance Plan  of  our
report  dated  January 28, 1997, with respect to the  consolidated
financial  statements of Sundstrand Corporation and  subsidiaries,
included  in  its  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
March 6, 1997<PAGE>
<PAGE> 15

                                                     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
are available for grant under the Sundstrand Corporation
Management Stock Performance 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>
<PAGE> 16


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 Treasurer
Paul Donovan                       


/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>
<PAGE> 17

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": 65000}]
{"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": "333-23169", "film-number": "97555311"}, "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"}}
1

As filed with the Securities and Exchange Commission on March 12, 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 MANAGEMENT STOCK PERFORMANCE 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  (1) $43.75       (1) $131,250,000    (1) $45,258.62
$ .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 $43.75 per share,
     the average of the high and low sales prices on the New York Stock
     Exchange on March 7, 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.
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
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.

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

                                     II-2
4

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

                                     II-3
5

           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."

Item 7.   Exemption from Registration Claimed.

                Not applicable.

                                     II-4
6

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 Management Stock Performance
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.

     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

                                     II-5
7

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
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
March 6, 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 March 6, 1997.

Robert H. Jenkins*                      President and Chief Executive Officer
-------------------------
Robert H. Jenkins

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

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

Don R. O'Hare*                          Chairman of the Board
-------------------------
Don R. O'Hare

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

                                        II-7
9

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

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

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

Donald E. Nordlund*                     Director
-------------------------
Donald E. Nordlund

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

*By:/s/ Paul Donovan                    March 6, 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
10

                           EXHIBIT INDEX

Exhibit
Number       Description of Exhibit
-------      ----------------------                                            

4(a)         Registrant's    Management    Stock    
             Performance 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); and 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
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
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
13

                                                          Exhibit 4(a)

                      SUNDSTRAND CORPORATION
                 MANAGEMENT STOCK PERFORMANCE PLAN
                                 
                    Effective November 19, 1996

         ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

1.1   Establishment  of  the  Plan.   Sundstrand  Corporation,   a
Delaware  corporation (the "Company), hereby establishes  a  stock
performance  compensation  plan to be  known  as  the  "Sundstrand
Corporation  Management Stock Performance Plan" (the  "Plan"),  as
set  forth  in  this  document.  The Plan  permits  the  grant  of
Nonqualified   Stock   Options,  Incentive  Stock   Options,   and
Restricted Stock.

      The  Plan  shall be effective as of November 19,  1996  (the
"Effective  Date"),  and shall remain in  effect  as  provided  in
Section 1.3 herein.

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 November  19,
2006.

                      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)   "Board"  means  the  Board  of  Directors  of  the
          Company.

          (c)  "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
                     ownership of stock in the Company immediately prior
                     to such acquisition.

          (d)  "Code" means the Internal Revenue Code of 1986,  as
               amended from time to time.

          (e)  "Committee" means the committee specified in Article 3.
                                     
          (f)  "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.

          (g)  "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.

          (h)  "Employee"   means   any  full-time   managerial,
               supervisory or professional employee of the  Company  or
               of  the  Company's  Subsidiaries.  "Employee"  does  not
               include any director or elected officer of the Company.

          (i)  "Exchange Act" means the Securities Exchange Act of
               1934, as amended from time to time.

          (j)  "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 CEO.

          (k)  "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.

          (l)  "Insider" shall mean an Employee who  is,  on  the
               relevant date, an elected officer of the Company.

          (m)  "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.

          (n)  "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.

          (o)  "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.

          (p)  "Option"  means an Incentive  Stock  Option  or  a
               Nonqualified Stock Option.

          (q)  "Option  Certificate" means a certificate  setting
               forth  the  terms and provisions applicable  to  Options
               granted to Participants.

          (r)  "Option Price" means the price at which a Share may
               be purchased by a Participant pursuant to an Option.

          (s)  "Participant" means an Employee of the Company who
               has outstanding an Award granted under the Plan.

          (t)  "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.

          (u)  "Restricted Stock" means an Award granted under  Article
               7 herein.

          (v)  "Restricted  Stock  Certificate"   means   a
               certificate  setting  forth  the  terms  and  provisions
               applicable to Restricted Stock granted to Participants.

          (w)  "Restricted Stock Price" means the price at which a
               Share  may be purchased by a Participant pursuant  to  a
               Restricted Stock grant.

          (x)  "Shares" means shares of common stock of the Company.

          (y)  "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   Authority of the CEO.  The CEO 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,
and  subject to the provisions of Article 11 herein, to amend  the
terms and conditions of any outstanding Award consistent with  the
Plan.

3.2   The  Committee.   The  Plan shall  be  administered  by  the
Employee  Benefit  Committee which is  appointed  by  the  Finance
Committee of the Board or by any other Committee appointed by  the
Board.

3.3   Authority of the Committee.  The Committee shall  have  full
power,  except  as  limited  by  law  or  by  the  Certificate  of
Incorporation  or  the  By-Laws of the  Company,  and  subject  to
provisions  herein, to construe and interpret  the  Plan  and  any
agreement  or  instrument entered into  under  the  Plan;  and  to
establish,  amend, or waive rules and regulations for  the  Plan's
administration.   The  Committee may  make  arrangements  for  the
cashless  exercise of any Options issued hereunder.  The Committee
may delegate its authority as permitted hereunder.

3.4  Decisions Binding.  All determinations and decisions made  by
the  CEO  or the Committee pursuant to the provisions of the  Plan
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 3 million Shares. These  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  CEO  is
authorized to grant in the aggregate or grant to any one  Employee
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 CEO, in his 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 CEO.

5.2  Actual Participation.  Subject to the provisions of the Plan,
the  CEO  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  only  to  Employees,  who   are
Noninsiders,  at  any  time and from time  to  time  as  shall  be
determined  by  the  CEO.   The  CEO  shall  have  discretion   in
determining the number and type of Options granted to each Partici
pant.

     During any calendar year of the Company, the aggregate number
of  Options  available  for  grant by the  CEO  pursuant  to  this
Section  6.1  is  limited to 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.

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 CEO shall determine.

6.3   Option Price.  The Option Price for each grant of an  Option
shall  be  determined by the CEO; 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  CEO  shall  determine at the  time  of  grant;  provided,
however, that except as provided in Sections 6.8(a), (b), (c)  and
(d),  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
CEO shall in each instance approve, which need not be the same for
each grant or for each Participant.

6.6   Payment.  Subject to such other method(s) as may  have  been
established  by the Committee, 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  notifi
cation 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 CEO may impose such restrictions  on
Shares  acquired pursuant to the exercise of an Option  under  the
Plan as he 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 CEO, in his 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 their 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 CEO 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  CEO  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  CEO,  in  his  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 CEO, in his 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 by a Participant 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 CEO may,  in
his sole discretion, provide for accelerated exercisability of all
Options and an extended period of exercisability following termina
tion,  upon  such  terms and provisions as he  deems  appropriate;
provided,  however,  that  the period of  extended  exercisability
shall  not  extend  beyond  the period specified  in  Section  6.4
herein.

6.11  Transferability 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   CEO,   in   his  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 CEO, in his sole discretion.  The CEO,  with
respect  to  an  Option  granted  under  the  Plan  which  is  not
transferable,  may,  in  his  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  CEO,
in  his  sole discretion.  Any determination by the CEO 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 the Plan to such other Participant.

                   ARTICLE 7.  RESTRICTED STOCK
                                 
7.1   Discretionary Grants of Restricted Stock.  The CEO,  at  any
time  and from time to time, may grant Shares of Restricted  Stock
to  eligible Employees in such amounts as the CEO shall determine.
During  any calendar year of the Company, the aggregate number  of
Shares  of Restricted Stock which the CEO may grant is limited  to
300,000 with the number of Shares of Restricted Stock which may be
granted  to  any one Employee during any calendar year limited  to
4,000.

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 CEO
shall determine.

7.3   Restricted Stock Price.  The Restricted Stock Price for each
grant of Restricted Stock shall be determined by the CEO, 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 CEO in his
sole discretion and specified in the Restricted Stock Certificate,
or  upon  the  earlier  satisfaction of any  other  conditions  as
specified by the CEO in his 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  CEO  shall  impose  such  other
restrictions on any Shares of Restricted Stock granted pursuant to
the Plan as he 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.   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  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  CEO
               shall  in  his  sole discretion have  the  authority  to
               modify the treatment of those Shares of Restricted Stock
               held  by Participants as of the date of employment termi
               nation  on  which the restrictions have not  terminated,
               upon such terms as the CEO deems appropriate.

                ARTICLE 8.  BENEFICIARY DESIGNATION
                                 
8.1   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
                                 
10.1 Occurrence of a 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 CEO  shall  have
               the authority to make any modifications to the Awards as
               determined  by  the  CEO  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.

                     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  CEO,  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.

                      ARTICLE 13.  SUCCESSORS
                                 
13.1       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  Foreign   Employees.   To  the  extent  permissible   under
applicable law, the CEO may grant Awards to eligible Employees who
are  employed in locations outside of the United States.  The  CEO
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.

14.4  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.

14.5 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.
14

                                                             Exhibit (23)

                  CONSENT OF INDEPENDENT AUDITORS

We  consent  to the incorporation by reference in the Registration
Statement  (Form  S-8) and related Prospectus, pertaining  to  the
Sundstrand  Corporation Management Stock Performance Plan  of  our
report  dated  January 28, 1997, with respect to the  consolidated
financial  statements of Sundstrand Corporation and  subsidiaries,
included  in  its  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
March 6, 1997
15

                                                     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
are available for grant under the Sundstrand Corporation
Management Stock Performance 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
16

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 Treasurer
Paul Donovan                       

/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
17

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