<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on June 20, 1996.
                                        Registration No. 33    
- ----------------------------------------------------------------------------
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                           FORM S-8

                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933

                       UNC INCORPORATED
    (Exact name of registrant as specified in its charter)

Delaware                                                54-1078297
(State or other jurisdiction                       (I.R.S. Employer 
 of incorporated)                                 Identification No.)

                  175 Admiral Cochrane Drive
                Annapolis, Maryland 21401-7394
 (Address, including zip code, and telephone number, including
    area code, of registrant's principal executive offices)

        The UNC/Garrett Stock Purchase and Option Plan
                   (Full title of the plan)

                     Robert L. Pevenstein
                    Chief Financial Officer
                       UNC INCORPORATED
                  175 Admiral Cochrane Drive
                Annapolis, Maryland 21401-7394
                        (410) 266-7333
   (Name, address, including zip code, and telephone number,
          including area code, of agent for service)

                          Copies to:
                    John B. Frisch, Esquire
                     Miles & Stockbridge,
                  A Professional Corporation
                        10 Light Street
                     Baltimore, MD  21202
                        (412) 727-6464

                CALCULATION OF REGISTRATION FEE

                                Proposed       Proposed
Title of                        maximum        maximum        Amount of
Securities      Amount          offering       aggregate      registration
to be           to be           price          offering       fee
Registered      Registered*     per share      price
- ----------      ----------      ---------      ---------      ------------
Common Stock,   650,000           $9.00        $5,850,000     $2,019
par value $.20    
per share       
<PAGE>
<PAGE> 2
                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:

     (a)  The registrant's annual report on Form 10-K for the
year ended December 31, 1995;

     (b)  The registrant's current reports on Form 8-K dated
May 7, 1996 and June 11, 1996;

     (c)  The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1996; and

     (d)  The description of the registrant's Common Stock
contained in the registrant's registration statement on Form 8-A
filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") and any
amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

<PAGE>
<PAGE> 3
     The Delaware General Corporation Law authorizes Delaware
corporations to 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 (other than an action by or in
the right of the corporation) by reason of the fact that he 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
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, if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     The Delaware General Corporation Law also authorizes a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he 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 expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit is
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding discussed in the
<PAGE>
<PAGE> 4
foregoing paragraphs, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection
therewith.

     The registrant's Certificate of Incorporation does not limit
the extent of the indemnity provided by the Delaware General
Corporation Law.  The Amended and Restated Bylaws of the
registrant permit indemnification of directors and officers to
the fullest extent permitted by the Delaware General Corporation
Law, and the registrant's directors and officers are covered by
certain insurance policies maintained by the registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Exhibit No.              Description of Exhibit
     -----------              -----------------------
     4.1                      The UNC/Garrett Stock Purchase and
                              Option Plan made and entered into
                              as of the 16th day of January,
                              1996.

     4.2                      Certificate of Incorporation as
                              amended by Certificate of
                              Designations of Series A Preferred
                              Stock, of the Company (filed as
                              Exhibit 4-H to Company's
                              Registration Statement No.
                              33-13762 and incorporated herein
                              by reference).

     4.3                      Form of Certificate of
                              Designations of Series A Junior
                              Participating Preferred Stock of
                              Company (filed as Exhibit A to the
                              Company's Form 8-A dated October
                              9, 1987, and incorporated herein
                              by reference).

     4.4                      Amended and Restated Bylaws of the
                              Company (including resolutions of
<PAGE>
<PAGE> 5
                              the Board of Directors of the
                              Company on February 5, 1992
                              amending the By-Laws of the
                              Company) (filed as Exhibit 3-C to
                              the Company's Annual Report on
                              Form 10-K for the year ended
                              December 31, 1991 -- File No.
                              1-7795 and incorporated herein by
                              reference).

     4.5                      Rights Agreement, dated as of
                              September 25, 1987, between the
                              Company and Manufacturer Hanover
                              Trust Company (filed as Exhibit
                              No. 1 to the Company's Form 8-A
                              dated October 9, 1987 and
                              incorporated herein by reference).

     4.6                      Indenture, dated as of May 1,
                              1986, between the Company and
                              Maryland National Bank, Trustee,
                              relating to the Company's 7 1/2%
                              Convertible Subordinated
                              Debentures due 2006 (filed as
                              Exhibit 4-A to the Company's
                              Registration Statement No. 33-5136
                              and incorporated herein by
                              reference).

     4.7                      First Supplemental Indenture,
                              dated as of April 26, 1987,
                              between the Company and Maryland
                              National Bank, Trustee
                              (supplementing the Indenture,
                              dated May 1, 1986, between the
                              Company and Maryland National
                              Bank, Trustee, relating to the
                              Company's 7 1/2% Convertible
                              Subordinated Debentures due 2006)
                              (filed as Exhibit 4-J to
                              Registrant's Registration
                              Statement No. 33-13762 and
                              incorporated herein by reference).

     4.8                      Indenture, dated as of July 15,
<PAGE>
<PAGE> 6
                              1993, between the Company and
                              Continental Bank, National
                              Association, Trustee, relating to
                              the Company's 9-1/8% Senior Notes
                              due 2003 (filed as Exhibit 4-B to
                              the Company's Quarterly Report on
                              Form 10-Q for the quarter ended
                              June 30, 1993 -- File No. 1-7795
                              and incorporated herein by
                              reference).

     4.9                      First Supplemental Indenture,
                              dated as of August 14, 1993,
                              between the Company and
                              Continental Bank, National
                              Association, Trustee
                              (supplementing the Indenture,
                              dated July 15, 1993, between the
                              Company and Continental Bank,
                              National Association, Trustee,
                              relating to the Registrant's
                              9-1/8% Senior Notes due 2003)
                              (filed as Exhibit 4.5 to the
                              Company's Annual Report on Form
                              10-K for the fiscal year ended
                              December 31, 1995 -- File No. 1-
                              7795 and incorporated herein by
                              reference).

     4.10                     Second Supplemental Indenture,
                              dated as of November 5, 1993,
                              between the Company and
                              Continental Bank, National
                              Association, Trustee
                              (supplementing the Indenture,
                              dated July 15, 1993, betwen the
                              Company and Continental Bank,
                              National Association, Trustee,
                              relating to the Registrant's
                              9-1/8% Senior Notes due 2003)
                              (filed as Exhibit 4.6 to the
                              Company's Annual Report on Form
                              10-K for the fiscal year ended
                              December 31, 1995 -- File No. 1-
                              7795 and incorporated herein by
                              reference).
<PAGE>
<PAGE> 7
     4.11                     Third Supplemental Indenture,
                              dated as of May 15, 1996, among
                              UNC Incorporated, UNC Johnson
                              Technology, Inc., UNC Parts
                              Company, the other corporations
                              identified as Guarantors therein
                              and Chemical Bank, as Trustee.

     4.12                     Fourth Supplemental Indenture,
                              dated as of May 30, 1996, among
                              UNC Incorporated, the corporations
                              identified as Guarantors therein
                              and Chemical Bank, as Trustee.

     4.13                     Indenture dated as of May 30,
                              1996, among UNC Incorporated, the
                              other corporations identified
                              therein as Guarantors and The Bank
                              of New York, as Trustee (relating
                              to the Company's 11% Senior
                              Subordinated Notes due 2006).

     5                        Opinion of Miles & Stockbridge, a
                              Professional Corporation.

     23                       Consent of independent auditors
                              (the consent of counsel is
                              included in Exhibit 5).

     24                       Powers of Attorney.


Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  to file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this registration statement:

                 (i)     to include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933;

          <PAGE>
<PAGE> 8
               (ii)      to reflect in the prospectus any facts
                         or events arising after the effective
                         date of the registration statement (or
                         the most recent post-effective
                         amendment thereof) which, individually
                         or in the aggregate, represent a
                         fundamental change in the information
                         set forth in the registration
                         statement; and

               (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;

     provided, however, that subparagraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  that, for the purpose of determining any
               liability under the Securities Act of 1933, each
               such post-effective amendment shall be deemed to
               be a new registration statement relating to the
               securities offered therein, and the offering of
               such securities at that time shall be deemed to
               be the initial bona fide offering thereof.
<PAGE>
<PAGE> 9
          (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)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 shall be deemed to be
the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.

<PAGE>
<PAGE> 10
                          SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of 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 Annapolis, State of Maryland on June 20, 1996.

                                   UNC INCORPORATED

                              By:/s/ Robert L. Pevenstein
                              _____________________________
                                 Robert L. Pevenstein,
                                 Senior 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 and on the date indicated.

     Signature                Title                    Date
     ---------                -----                    ----
Dan A. Colussy*          Chairman of the Board,   June 11, 1996
- ---------------------    President and Chief
(Dan A. Colussy)         Executive Officer and 
                         Director

/s/Robert L. Pevenstein  Senior Vice President    June 20, 1996
- ---------------------    and Chief Financial
(Robert L. Pevenstein)   Officer


Berl Bernhard*           Director                 June 11, 1996
- ---------------------
(Berl Bernhard)


Beverly B. Byron*        Director                 June 11, 1996
- ---------------------
(Beverly B. Byron)


John K. Castle*          Director                 June 11, 1996
- ---------------------
(John K. Castle)
<PAGE>
<PAGE> 11

William C. Hittinger*    Director                 June 11, 1996
- ----------------------
(William C. Hittinger)


J. L. Holloway, III*     Director                 June 11, 1996
- ----------------------
(J. L. Holloway, III)


Freeman A. Hrabowski,*   Director                 June 11, 1996
- -----------------------
(Freeman A. Hrabowski, III)


George V. McGowan*       Director                 June 11, 1996
- ----------------------
(George V. McGowan)


Jack Moseley*            Director                 June 11, 1996
- ----------------------
(Jack Moseley)


Lawrence A. Skantze*     Director                 June 11, 1996
- ----------------------
(Lawrence A. Skantze)


*By: /s/ Richard H. Lange     
     -------------------------
     Richard H. Lange
     Attorney-in-Fact
<PAGE>
<PAGE> 12
                       UNC Incorporated

                         Exhibit Index

Exhibit                                                Page
Number                       Exhibit                  Number

 4.1                The UNC/Garrett Stock Purchase
                    and Option Plan made and entered
                    into as of the 16th day of
                    January, 1996

 4.11               Third Supplemental Indenture, 
                    dated as of May 15, 1996, among
                    UNC Incorporated, UNC Johnson 
                    Technology, Inc., UNC Parts
                    Company, the other corporations
                    identified as Guarantors therein
                    and Chemical Bank, as Trustee.

 4.12               Fourth Supplemental Indenture,
                    dated as of May 30, 1996, among UNC
                    Incorporated, the corporations
                    identified as Guarantors therein and
                    Chemical Bank, as Trustee.

 4.13               Indenture dated as of May 30,
                    1996, among UNC Incorporated,
                    the other corporations identified
                    therein as Guarantors and The
                    Bank of New York, as Trustee
                    (relating to the Company's 11% 
                    Senior Subordinated Notes due
                    2006).

 5                  Opinion of Miles & Stockbridge,
                    a Professional Corporation.

23                  Consent of independent auditors
                    (the consent of counsel is 
                    included in Exhibit 5).

24                  Powers of Attorney.
<PAGE>
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{"company-data": {"conformed-name": "UNC INC", "cik": "0000276104", "assigned-sic": "3724", "irs-number": "541078297", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06389", "film-number": "96583452"}, "business-address": {"street1": "175 ADMIRAL COCHRANE DR", "city": "ANNAPOLIS", "state": "MD", "zip": "21401", "phone": "4102667333"}, "former-company": {"former-conformed-name": "UNC RESOURCES INC", "date-changed": "19860603"}}
1
As filed with the Securities and Exchange Commission on June 20, 1996.
                                        Registration No. 33    
- ----------------------------------------------------------------------------
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                           FORM S-8

                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933

                       UNC INCORPORATED
    (Exact name of registrant as specified in its charter)

Delaware                                                54-1078297
(State or other jurisdiction                       (I.R.S. Employer 
 of incorporated)                                 Identification No.)

                  175 Admiral Cochrane Drive
                Annapolis, Maryland 21401-7394
 (Address, including zip code, and telephone number, including
    area code, of registrant's principal executive offices)

        The UNC/Garrett Stock Purchase and Option Plan
                   (Full title of the plan)

                     Robert L. Pevenstein
                    Chief Financial Officer
                       UNC INCORPORATED
                  175 Admiral Cochrane Drive
                Annapolis, Maryland 21401-7394
                        (410) 266-7333
   (Name, address, including zip code, and telephone number,
          including area code, of agent for service)

                          Copies to:
                    John B. Frisch, Esquire
                     Miles & Stockbridge,
                  A Professional Corporation
                        10 Light Street
                     Baltimore, MD  21202
                        (412) 727-6464

                CALCULATION OF REGISTRATION FEE

                                Proposed       Proposed
Title of                        maximum        maximum        Amount of
Securities      Amount          offering       aggregate      registration
to be           to be           price          offering       fee
Registered      Registered*     per share      price
- ----------      ----------      ---------      ---------      ------------
Common Stock,   650,000           $9.00        $5,850,000     $2,019
par value $.20    
per share
2
                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:

     (a)  The registrant's annual report on Form 10-K for the
year ended December 31, 1995;

     (b)  The registrant's current reports on Form 8-K dated
May 7, 1996 and June 11, 1996;

     (c)  The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1996; and

     (d)  The description of the registrant's Common Stock
contained in the registrant's registration statement on Form 8-A
filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") and any
amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
3
     The Delaware General Corporation Law authorizes Delaware
corporations to 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 (other than an action by or in
the right of the corporation) by reason of the fact that he 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
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, if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     The Delaware General Corporation Law also authorizes a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he 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 expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit is
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding discussed in the
4
foregoing paragraphs, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection
therewith.

     The registrant's Certificate of Incorporation does not limit
the extent of the indemnity provided by the Delaware General
Corporation Law.  The Amended and Restated Bylaws of the
registrant permit indemnification of directors and officers to
the fullest extent permitted by the Delaware General Corporation
Law, and the registrant's directors and officers are covered by
certain insurance policies maintained by the registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Exhibit No.              Description of Exhibit
     -----------              -----------------------
     4.1                      The UNC/Garrett Stock Purchase and
                              Option Plan made and entered into
                              as of the 16th day of January,
                              1996.

     4.2                      Certificate of Incorporation as
                              amended by Certificate of
                              Designations of Series A Preferred
                              Stock, of the Company (filed as
                              Exhibit 4-H to Company's
                              Registration Statement No.
                              33-13762 and incorporated herein
                              by reference).

     4.3                      Form of Certificate of
                              Designations of Series A Junior
                              Participating Preferred Stock of
                              Company (filed as Exhibit A to the
                              Company's Form 8-A dated October
                              9, 1987, and incorporated herein
                              by reference).

     4.4                      Amended and Restated Bylaws of the
                              Company (including resolutions of
5
                              the Board of Directors of the
                              Company on February 5, 1992
                              amending the By-Laws of the
                              Company) (filed as Exhibit 3-C to
                              the Company's Annual Report on
                              Form 10-K for the year ended
                              December 31, 1991 -- File No.
                              1-7795 and incorporated herein by
                              reference).

     4.5                      Rights Agreement, dated as of
                              September 25, 1987, between the
                              Company and Manufacturer Hanover
                              Trust Company (filed as Exhibit
                              No. 1 to the Company's Form 8-A
                              dated October 9, 1987 and
                              incorporated herein by reference).

     4.6                      Indenture, dated as of May 1,
                              1986, between the Company and
                              Maryland National Bank, Trustee,
                              relating to the Company's 7 1/2%
                              Convertible Subordinated
                              Debentures due 2006 (filed as
                              Exhibit 4-A to the Company's
                              Registration Statement No. 33-5136
                              and incorporated herein by
                              reference).

     4.7                      First Supplemental Indenture,
                              dated as of April 26, 1987,
                              between the Company and Maryland
                              National Bank, Trustee
                              (supplementing the Indenture,
                              dated May 1, 1986, between the
                              Company and Maryland National
                              Bank, Trustee, relating to the
                              Company's 7 1/2% Convertible
                              Subordinated Debentures due 2006)
                              (filed as Exhibit 4-J to
                              Registrant's Registration
                              Statement No. 33-13762 and
                              incorporated herein by reference).

     4.8                      Indenture, dated as of July 15,
6
                              1993, between the Company and
                              Continental Bank, National
                              Association, Trustee, relating to
                              the Company's 9-1/8% Senior Notes
                              due 2003 (filed as Exhibit 4-B to
                              the Company's Quarterly Report on
                              Form 10-Q for the quarter ended
                              June 30, 1993 -- File No. 1-7795
                              and incorporated herein by
                              reference).

     4.9                      First Supplemental Indenture,
                              dated as of August 14, 1993,
                              between the Company and
                              Continental Bank, National
                              Association, Trustee
                              (supplementing the Indenture,
                              dated July 15, 1993, between the
                              Company and Continental Bank,
                              National Association, Trustee,
                              relating to the Registrant's
                              9-1/8% Senior Notes due 2003)
                              (filed as Exhibit 4.5 to the
                              Company's Annual Report on Form
                              10-K for the fiscal year ended
                              December 31, 1995 -- File No. 1-
                              7795 and incorporated herein by
                              reference).

     4.10                     Second Supplemental Indenture,
                              dated as of November 5, 1993,
                              between the Company and
                              Continental Bank, National
                              Association, Trustee
                              (supplementing the Indenture,
                              dated July 15, 1993, betwen the
                              Company and Continental Bank,
                              National Association, Trustee,
                              relating to the Registrant's
                              9-1/8% Senior Notes due 2003)
                              (filed as Exhibit 4.6 to the
                              Company's Annual Report on Form
                              10-K for the fiscal year ended
                              December 31, 1995 -- File No. 1-
                              7795 and incorporated herein by
                              reference).
7
     4.11                     Third Supplemental Indenture,
                              dated as of May 15, 1996, among
                              UNC Incorporated, UNC Johnson
                              Technology, Inc., UNC Parts
                              Company, the other corporations
                              identified as Guarantors therein
                              and Chemical Bank, as Trustee.

     4.12                     Fourth Supplemental Indenture,
                              dated as of May 30, 1996, among
                              UNC Incorporated, the corporations
                              identified as Guarantors therein
                              and Chemical Bank, as Trustee.

     4.13                     Indenture dated as of May 30,
                              1996, among UNC Incorporated, the
                              other corporations identified
                              therein as Guarantors and The Bank
                              of New York, as Trustee (relating
                              to the Company's 11% Senior
                              Subordinated Notes due 2006).

     5                        Opinion of Miles & Stockbridge, a
                              Professional Corporation.

     23                       Consent of independent auditors
                              (the consent of counsel is
                              included in Exhibit 5).

     24                       Powers of Attorney.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  to file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this registration statement:

                 (i)     to include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933;
8
               (ii)      to reflect in the prospectus any facts
                         or events arising after the effective
                         date of the registration statement (or
                         the most recent post-effective
                         amendment thereof) which, individually
                         or in the aggregate, represent a
                         fundamental change in the information
                         set forth in the registration
                         statement; and

               (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;

     provided, however, that subparagraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  that, for the purpose of determining any
               liability under the Securities Act of 1933, each
               such post-effective amendment shall be deemed to
               be a new registration statement relating to the
               securities offered therein, and the offering of
               such securities at that time shall be deemed to
               be the initial bona fide offering thereof.
9
          (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)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 shall be deemed to be
the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.
10
                          SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of 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 Annapolis, State of Maryland on June 20, 1996.

                                   UNC INCORPORATED

                              By:/s/ Robert L. Pevenstein
                              _____________________________
                                 Robert L. Pevenstein,
                                 Senior 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 and on the date indicated.

     Signature                Title                    Date
     ---------                -----                    ----
Dan A. Colussy*          Chairman of the Board,   June 11, 1996
- ---------------------    President and Chief
(Dan A. Colussy)         Executive Officer and 
                         Director

/s/Robert L. Pevenstein  Senior Vice President    June 20, 1996
- ---------------------    and Chief Financial
(Robert L. Pevenstein)   Officer

Berl Bernhard*           Director                 June 11, 1996
- ---------------------
(Berl Bernhard)

Beverly B. Byron*        Director                 June 11, 1996
- ---------------------
(Beverly B. Byron)

John K. Castle*          Director                 June 11, 1996
- ---------------------
(John K. Castle)
11

William C. Hittinger*    Director                 June 11, 1996
- ----------------------
(William C. Hittinger)

J. L. Holloway, III*     Director                 June 11, 1996
- ----------------------
(J. L. Holloway, III)

Freeman A. Hrabowski,*   Director                 June 11, 1996
- -----------------------
(Freeman A. Hrabowski, III)

George V. McGowan*       Director                 June 11, 1996
- ----------------------
(George V. McGowan)

Jack Moseley*            Director                 June 11, 1996
- ----------------------
(Jack Moseley)

Lawrence A. Skantze*     Director                 June 11, 1996
- ----------------------
(Lawrence A. Skantze)

*By: /s/ Richard H. Lange     
     -------------------------
     Richard H. Lange
     Attorney-in-Fact
12
                       UNC Incorporated

                         Exhibit Index

Exhibit                                                Page
Number                       Exhibit                  Number

 4.1                The UNC/Garrett Stock Purchase
                    and Option Plan made and entered
                    into as of the 16th day of
                    January, 1996

 4.11               Third Supplemental Indenture, 
                    dated as of May 15, 1996, among
                    UNC Incorporated, UNC Johnson 
                    Technology, Inc., UNC Parts
                    Company, the other corporations
                    identified as Guarantors therein
                    and Chemical Bank, as Trustee.

 4.12               Fourth Supplemental Indenture,
                    dated as of May 30, 1996, among UNC
                    Incorporated, the corporations
                    identified as Guarantors therein and
                    Chemical Bank, as Trustee.

 4.13               Indenture dated as of May 30,
                    1996, among UNC Incorporated,
                    the other corporations identified
                    therein as Guarantors and The
                    Bank of New York, as Trustee
                    (relating to the Company's 11% 
                    Senior Subordinated Notes due
                    2006).

 5                  Opinion of Miles & Stockbridge,
                    a Professional Corporation.

23                  Consent of independent auditors
                    (the consent of counsel is 
                    included in Exhibit 5).

24                  Powers of Attorney.