<PAGE>
<PAGE>  1

           As filed with the Securities and Exchange Commission
                           on April 18, 1995
                                             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 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
       SUNDSTRAND CORPORATION NONEMPLOYEE DIRECTOR COMPENSATION PLAN
                           (Full title of the plans)

                             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>
                             Proposed       Proposed
 Title of                     Maximum        Maximum
Securities       Amount      Offering       Aggregate       Amount of
  to be           to be      Price Per      Offering       Registration
Registered      Registered     Share          Price            Fee
- ---------------------------------------------------------------------------
<S>              <C>         <C>          <C>                  <C>
Common Stock,
$ .50
par value        232,000     (1) $50.31   (1) $11,671,920.00   (1)$4,024.80
- ---------------------------------------------------------------------------
Common Stock
Purchase
Rights             (2)            (2)              (2)              (2)
- ---------------------------------------------------------------------------
</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 $50.31 per share, the average of the high and low sales
    prices on the New York Stock Exchange on April 11, 1995.

(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, 1994, which is dated March 10, 1995, 
    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,
    and including any amendment or report filed for the purpose
    of further updating such description.

                               II-1

<PAGE>
<PAGE>  3

    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:

         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,

                               II-2

<PAGE>
<PAGE>  4

    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.

         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.

                               II-3

<PAGE>
<PAGE>  5

         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.


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-10 hereof.

                               II-4

<PAGE>
<PAGE>  6

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 Sundstrand Corporation
Nonemployee Director Stock Option Plan or Sundstrand Corporation
Nonemployee Director Compensation 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 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

                               II-5

<PAGE>
<PAGE>  7

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 April 18, 1995.

                                SUNDSTRAND CORPORATION




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





    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 April 18, 1995.



Don R. O'Hare*
- ---------------------------       Chairman of the Board
Don R. O'Hare                     and Chief Executive Officer



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



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




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




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

                               II-7

<PAGE>
<PAGE>  9

Klaus H. Murmann*
- ---------------------------       Director
Klaus H. Murmann




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




Thomas G. Pownall*
- ---------------------------       Director
Thomas G. Pownall




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




Robert J. Smuland*
- ---------------------------       Director
Robert J. Smuland




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



*By: /s/ Paul Donovan
     ----------------------                      April 18, 1995
     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)       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).

4(b)       Amendment No. 1 dated October 15, 1993, and Amendment
           No. 2 dated October 31, 1994, to Credit Agreement
           dated as of January 28, 1993, among Registrant and
           seven banking institutions (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).

4(c)       Amended and Restated Rights Agreement dated December
           4, 1987, and Amendment thereto dated March 5, 1990
           (filed as Exhibit 4(a) and 4(b) to Registrant's
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1993, 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).

                               II-9

<PAGE>
<PAGE>  11

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).

4(f)       Amendment effective December 31, 1991, to Registrant's
           Note Agreement dated as of May 15, 1991 (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(g)       Amendment and Restatement dated May 15, 1991, of
           Registrant's Note Agreement dated January 18, 1980
           (filed as Exhibit (19)(d) 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).

4(h)       Amendment effective December 31, 1991, to Registrant's
           May 15, 1991, Amended and Restated Note Agreement
           (filed as Exhibit (19)(d) 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(i)       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).

4(j)       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).

23         Consent of Independent Auditors.

24         Power of Attorney.

                               II-10
<PAGE>
<PAGE>  12

                                                     Exhibit (23)

                      CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement (Form S-8) to be filed April 18, 1995 and related
Prospectus, pertaining to the Sundstrand Corporation Nonemployee
Director Stock Option Plan and the Sundstrand Corporation
Nonemployee Director Compensation Plan of our report dated
January 26, 1995 (except for the Subsequent Event note, as to
which the date is February 21, 1995), with respect to the
consolidated financial statements of Sundstrand Corporation
and subsidiaries, incorporated by reference in the Annual
Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.


                                       /s/ Ernst & Young LLP

                                       ERNST & YOUNG LLP


Chicago, Illinois
April 18, 1995

<PAGE>
<PAGE>  13

                                                    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 DON R. O'HARE 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 232,000 shares of the
Corporation's Common Stock, par value $.50 per share, which are
available for grant under the proposed Sundstrand Corporation
Nonemployee Director Stock Option Plan and Sundstrand Corporation
Nonemployee Director Compensation Plan.

   That each of the undersigned directors and officers of
said Corporation does hereby nominate, constitute and appoint DON
R. O'HARE 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 21st day of February, 1995.

                                      SUNDSTRAND CORPORATION



                                  By: /s/ Don R. O'Hare
                                      --------------------------
                                      Don R. O'Hare
                                      Chairman of the Board and
                                      Chief Executive Officer

(CORPORATE SEAL)

ATTEST:




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

<PAGE>
<PAGE>  14

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



/s/ Don R. O'Hare
- ---------------------------       Chairman of the Board and
Don R. O'Hare                     Chief Executive Officer




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




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




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




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




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




/s/ Klaus H. Murmann
- ----------------------------      Director
Klaus H. Murmann

<PAGE>
<PAGE>  15

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



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




/s/ Thomas G. Pownall
- ----------------------------      Director
Thomas G. Pownall




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




/s/ Ward Smith
- ----------------------------      Director
Ward Smith




/s/ Robert J. Smuland
- ----------------------------      Director
Robert J. Smuland




/s/ Berger G. Wallin
- ----------------------------      Director
Berger G. Wallin
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1

           As filed with the Securities and Exchange Commission
                           on April 18, 1995
                                             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 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
       SUNDSTRAND CORPORATION NONEMPLOYEE DIRECTOR COMPENSATION PLAN
                           (Full title of the plans)

                             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
Proposed       Proposed
 Title of                     Maximum        Maximum
Securities       Amount      Offering       Aggregate       Amount of
  to be           to be      Price Per      Offering       Registration
Registered      Registered     Share          Price            Fee
- ---------------------------------------------------------------------------
Common Stock,
$ .50
par value        232,000     (1) $50.31   (1) $11,671,920.00   (1)$4,024.80
- ---------------------------------------------------------------------------
Common Stock
Purchase
Rights             (2)            (2)              (2)              (2)
- ---------------------------------------------------------------------------
(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 $50.31 per share, the average of the high and low sales
    prices on the New York Stock Exchange on April 11, 1995.

(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, 1994, which is dated March 10, 1995, 
    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,
    and including any amendment or report filed for the purpose
    of further updating such description.

                               II-1
3

    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:

         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,

                               II-2
4

    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.

         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.

                               II-3
5

         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.

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-10 hereof.

                               II-4
6

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 Sundstrand Corporation
Nonemployee Director Stock Option Plan or Sundstrand Corporation
Nonemployee Director Compensation 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 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

                               II-5
7

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 April 18, 1995.

                                SUNDSTRAND CORPORATION

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

    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 April 18, 1995.

Don R. O'Hare*
- ---------------------------       Chairman of the Board
Don R. O'Hare                     and Chief Executive Officer

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

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

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

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

                               II-7
9

Klaus H. Murmann*
- ---------------------------       Director
Klaus H. Murmann

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

Thomas G. Pownall*
- ---------------------------       Director
Thomas G. Pownall

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

Robert J. Smuland*
- ---------------------------       Director
Robert J. Smuland

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

*By: /s/ Paul Donovan
     ----------------------                      April 18, 1995
     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)       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).

4(b)       Amendment No. 1 dated October 15, 1993, and Amendment
           No. 2 dated October 31, 1994, to Credit Agreement
           dated as of January 28, 1993, among Registrant and
           seven banking institutions (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).

4(c)       Amended and Restated Rights Agreement dated December
           4, 1987, and Amendment thereto dated March 5, 1990
           (filed as Exhibit 4(a) and 4(b) to Registrant's
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1993, 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).

                               II-9
11

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).

4(f)       Amendment effective December 31, 1991, to Registrant's
           Note Agreement dated as of May 15, 1991 (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(g)       Amendment and Restatement dated May 15, 1991, of
           Registrant's Note Agreement dated January 18, 1980
           (filed as Exhibit (19)(d) 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).

4(h)       Amendment effective December 31, 1991, to Registrant's
           May 15, 1991, Amended and Restated Note Agreement
           (filed as Exhibit (19)(d) 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(i)       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).

4(j)       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).

23         Consent of Independent Auditors.

24         Power of Attorney.

                               II-10
12

                                                     Exhibit (23)

                      CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8) to be filed April 18, 1995 and related
Prospectus, pertaining to the Sundstrand Corporation Nonemployee
Director Stock Option Plan and the Sundstrand Corporation
Nonemployee Director Compensation Plan of our report dated
January 26, 1995 (except for the Subsequent Event note, as to
which the date is February 21, 1995), with respect to the
consolidated financial statements of Sundstrand Corporation
and subsidiaries, incorporated by reference in the Annual
Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.

                                       /s/ Ernst & Young LLP

                                       ERNST & YOUNG LLP

Chicago, Illinois
April 18, 1995
13

                                                    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 DON R. O'HARE 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 232,000 shares of the
Corporation's Common Stock, par value $.50 per share, which are
available for grant under the proposed Sundstrand Corporation
Nonemployee Director Stock Option Plan and Sundstrand Corporation
Nonemployee Director Compensation Plan.

   That each of the undersigned directors and officers of
said Corporation does hereby nominate, constitute and appoint DON
R. O'HARE 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 21st day of February, 1995.

                                      SUNDSTRAND CORPORATION

                                  By: /s/ Don R. O'Hare
                                      --------------------------
                                      Don R. O'Hare
                                      Chairman of the Board and
                                      Chief Executive Officer

(CORPORATE SEAL)

ATTEST:

/s/ Richard M. Schilling
- -----------------------------
Richard M. Schilling
Secretary
14

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

/s/ Don R. O'Hare
- ---------------------------       Chairman of the Board and
Don R. O'Hare                     Chief Executive Officer

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

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

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

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

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

/s/ Klaus H. Murmann
- ----------------------------      Director
Klaus H. Murmann
15

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

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

/s/ Thomas G. Pownall
- ----------------------------      Director
Thomas G. Pownall

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

/s/ Ward Smith
- ----------------------------      Director
Ward Smith

/s/ Robert J. Smuland
- ----------------------------      Director
Robert J. Smuland

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