Registration No. 333-______
  
                    SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
  
                                 FORM S-8
  
                       REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933 
  
                             AYDIN CORPORATION
          (Exact name of issuer as specified in its charter)
  
        Delaware                                  23-1686808   
  (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)             Identification No.)
  
  700 Dresher Road
  Horsham, PA                                       19044   
  (Address of Principal Executive Offices)        (Zip Code)
  
                       1996 Equity Incentive Plan
                                  and
                           Stock Bonus Plan
                       __________________________
                        (Full title of the plan)
  
                      Robert A. Clancy, Secretary
                           AYDIN CORPORATION
                           700 Dresher Road
                           Horsham, PA 19044
                             215-657-7510
   (Name and address and telephone number of agent for service)
                   ________________________________
                               Copy to:
                       John W. Kauffman, Esquire
                       Duane, Morris & Heckscher
                           One Liberty Place
                      Philadelphia, PA 19103-7396
                             215-979-1000
                                    
                    CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  Title of       Amount           Proposed     Proposed       
Amount of
  securities to  to be            maximum      maximum        
registration
  be registered  registered(1)    offering     aggregate      
fee (2)
                                  price per    offering
                                  share (2)    price (2)
  <S>            <C>              <C>          <C>            
<C>
  Common Stock   1,000,000 shares $10.56       $10,560,000.00 
$3,200.00
  $1 par value
  <FN>
  (1)  The registration statement also covers an indeterminable
       additional number of shares as may become issuable
       pursuant to the anti-dilution provisions of the options.
  
  (2)  For the Equity Incentive Plan, calculated at an average
       option price of $10.32 per share for 385,500 shares at
       which options already granted may be exercised, pursuant
       to paragraph (h) of Rule 457, and for the remaining
       114,500 option shares, estimated solely for purposes of
       calculating the registration fee pursuant to paragraph
       (c) of Rule 457, based upon the average of the high and
       low prices as reported by the New York Stock Exchange,
       Inc. on July 9, 1997, of $12.1875 per share. For the
       Stock Bonus Plan, estimated solely for purposes of
       calculating the registration fee pursuant to paragraph
       (c) of Rule 457, based upon 85% (the offering price) of
       the average high and low prices as reported by the New
       York Stock Exchange, Inc. on July 9, 1997 of $12.1875 per
       share.
  </TABLE>
  <PAGE>
                                  PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
    
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
     The following documents, which are on file with the
  Securities and Exchange Commission, are incorporated in the
  Section 10(a) prospectus under the Securities Act of 1993
  (the "Securities Act") by reference:
    
    (a)  Aydin Corporation's ("Aydin" or the "Company") annual
  report on Form 10-K for the year ended December 31, 1996
  filed March 31, 1997, pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), which contains, either directly or by
  incorporation by reference, audited financial statements for
  the Company's latest fiscal year for which such statements
  have been filed, and the notes to the financial statements
  with information as to stock options, including the amounts
  outstanding, their average exercise price, and range of
  expiration dates.
    
    (b)  All other reports filed by the Company pursuant to
  Section 13(a) or 15(d) of the Exchange Act since the end of
  the fiscal year covered by the documents of the Company
  referred to in (a) above.
    
    (c)  The Company's definitive proxy statement filed pursuant
  to Section 14 of the Exchange Act in connection with the
  annual meeting of its stockholders held on April 25, 1997.
  
    (d)  The Company's Registration Statement, File No. 1-7203
  as amended, filed under Section (12(b) of the Exchange Act,
  containing a description of the Common Stock of the Company,
  including any amendments or reports filed for the purpose of
  updating such description.
    
       All reports and other documents filed by the Company
  after the filing hereof pursuant to Sections 13, 14 and 15(d)
  of the Exchange Act, as amended, prior to the filing of a
  post-effective amendment which indicates that all securities
  offered hereby have been sold or which deregisters all
  securities remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from
  the date of the filing of such reports and documents.
  
  Item 4. DESCRIPTION OF SECURITIES.
       Not Applicable.
    
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
       Not Applicable.
    
  Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
       The Company's By-Laws provide indemnification for
  directors, officers or employees from any loss, cost,
  liability and expense that may be imposed upon or incurred by
  them in connection with or resulting from any claim, action,
  suit, or proceeding, civil or criminal, in which they may
  become involved by reason of their being or having been a
  director, officer or employee of the Company.  No such
  director, officer or employee shall be entitled to claim such
  indemnity (1) with respect to any matter as to which there
  shall have been a final adjudication that he has committed or
  allowed some act or omission (a) otherwise than in good faith
  in what he considered to be the best interest of the Company,
  and (b) without reasonable cause to believe that such act or
  omission was proper and legal; or (2) in the event of a
  settlement of such claim, action, suit, or proceeding unless
    (a) the court having jurisdiction thereof shall have
  approved of such settlement with knowledge of the indemnity
  provided herein, or (b) a written opinion of independent
  counsel, selected by or in manner determined by the Board of
  Directors, shall have been rendered substantially
  concurrently with such settlement, to the effect that it was
  not probable that the matter as to which indemnification is
  being made would have resulted in a final adjudication as
  specified in clause (1) above and the said loss, cost,
  liability or expense may properly be borne by the Company. A
  conviction or judgment in a criminal action, suit or
  proceeding shall not be deemed an adjudication that such
  director, officer or employee has committed or allowed some
  act or omission as hereinabove provided if independent legal
  counsel, selected as hereinabove set forth, shall render,
  substantially concurrently with such conviction or judgment,
  a written opinion that such director, officer or employee was
  acting in good faith in what he considered to be the best
  interest of the Company or was not without reasonable cause
  to believe that such act or omission was proper and legal.
  
       The Company's Restated Certificate of Incorporation
  provides that no director of the Company shall be personally
  liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except
  for liability (i) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law; (iii) paying a
  dividend or approving a stock repurchase that is illegal
  under the Delaware General Corporation Law, or (iv) for any
  transaction from which the director derived an improper
  personal benefit.
    
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
       Not Applicable.
    
  Item 8. EXHIBITS.
       The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
    
  Item 9. UNDERTAKINGS.
       The Company hereby undertakes:
    (1)  To file during any period in which offers or sales
  are being made, post-effective amendment(s) to this
  Registration Statement 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 Securities Act of 1933 (the "Securities Act"), 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.
    (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 Plan.
    (4)  That, for purposes of determining any liability
  under the Securities Act, each filing of the Company's annual
  report pursuant to Section 13(a) or Section 15(d) of the 
  Exchange 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
  shall be deemed to be the initial bona fide offering thereof.
    (5)  Insofar as indemnification for liabilities arising
  under the Securities Act may be permitted to directors,
  officers and controlling persons of the Company, the Company
  has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the
  Company of expenses incurred or paid by a director, officer
  or controlling person of the Company 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 Company 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 Securities Act, and will be governed by the final
  adjudication of such issue.
  
  
  <PAGE>
                                  SIGNATURES 
    
    
      Pursuant to the requirements of the Securities Act of
  1933, the resistrant 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 Township of Horsham, Commonwealth of
  Pennsylvania, on this 11th day of July, 1997.
  
                        AYDIN CORPORATION
  
  
                        By: /s/ Robert A. Clancy
                            Robert A. Clancy, Secretary
  
      Pursuant to the requirements of the Securities Exchange
  Act of 1934, this regisration statement has been signed below
  by the following persons in the capacities and on the date
  indicated.
  
  
  /s/ I. Gary Bard                    Dated: July 11, 1997
  I. Gary Bard
  Chairman of the Board of Directors,
  President and Chief Executive Officer
  
  
  /s/ John F. Vanderslice             Dated: July 11, 1997
  John F. Vanderslice
  Executive Vice President and Director
  
  
  /s/ James R. Henderson              Dated: July 11, 1997
  James R. Henderson
  Vice President, Treasurer
  Chief Financial Officer
  
  /s/ Herbert Welber                  Dated: July 11, 1997
  Herbert Welber
  Controller and Assistant Treasurer
  Principal Accounting Officer
  
  /s/ Nev A. Gokcen                   Dated: July 11, 1997
  Nev A. Gokcen
  Director
  
  /s/ Gary Mozenter                   Dated: July 11, 1997
  Gary Mozenter
  Director
  
  /s/ Harry D. Train, II              Dated: July 11, 1997
  Harry D. Train, II
  Director  
  
  <PAGE>
                      Form S-8 Registration Statement
    
                             EXHIBIT INDEX
    
  Exhibit                   Description
  No.                       of Exhibit
    
  4.1    1996 Equity Incentive Plan, as amended (filed as
         Exhibit No. 10.6 to Registrant's Annual Report on
           Form    10-K for the year ended December 31, 1996 and
           incorporated herein by reference).
  
  4.2    Form of Incentive Stock Option Agreement issued under
           the     1996 Equity Incentive Plan.
  
  4.3    Form of Non-Qualified Stock Option Agreement issued
           under the 1996 Equity Incentive Plan.
  
  4.4    Stock Bonus Plan
  
  5           Opinion and Consent of Duane, Morris & Heckscher,
         Counsel to the Registrant with Respect to the
           Securities being registered.
  
  23.1   Consent of Independent Auditors, Grant Thornton LLP
  
  23.2   Consent of Duane, Morris & Heckscher is contained in
         their Opinion filed as Exhibit 5.
  
  <PAGE>
                                                  Exhibit 4.2
  
         INCENTIVE STOCK OPTION AGREEMENT NO. 96-_______
                      ISSUED UNDER THE 
                      AYDIN CORPORATION
                  1996 EQUITY INCENTIVE PLAN
  
   THIS AGREEMENT (the "Agreement"), dated ____________, is
  made by and between Aydin Corporation, a Delaware corporation
  (hereinafter referred to as the "Company"), and 
  _____________, an employee of the Company (the "Employee").
  
   WHEREAS, the Company wishes to afford the Employee the
  opportunity to purchase shares of its common stock, par value
  $1.00 per share (the "Common Stock"); and
  
   WHEREAS, the Company wishes to carry out the Aydin
  Corporation 1996 Equity Incentive Plan (the "Plan"), the terms
  of which are incorporated herein by this reference and made a
  part of this Agreement; and
  
   WHEREAS, the Board of Directors of the Company (the
  "Committee") has determined that it would be to the advantage
  and best interest of the Company and its stockholders to grant
  to the Employee the stock option provided for herein as an
  inducement to remain in the service of the Company, and as an
  incentive for increased efforts during such service and has
  advised the Company thereof and instructed the undersigned
  officers to issue said option;
  
   NOW, THEREFORE, in consideration of the mutual covenants
  herein contained and other good and valuable consideration,
  receipt of which is hereby acknowledged, the parties hereto do
  hereby agree as follows:
  
                               ARTICLE I
  
                              DEFINITIONS
  
   Whenever the following terms are used in this Agreement,
  they shall have the meaning specified below unless the context
  clearly indicates to the contrary.
  
  Section 1.1 - Employee
  
    Employee  shall mean directors, officers and other key
  employees of the Company and its Subsidiaries.
  
  Section 1.2 - Code
  
   "Code" shall mean the Internal Revenue Code of 1986, as
  amended.
  
  Section 1.3 - Option
  
   "Option" shall mean the option to purchase Common Stock
  granted under this Agreement.
  
  Section 1.4 - Plan
  
   "Plan" shall mean the Aydin Corporation 1996 Equity
  Incentive Plan, as amended from time to time.
  
  Section 1.5 - Secretary
  
   "Secretary" shall mean the Secretary of the Company.
  
  Section 1.6 - Subsidiary
  
   "Subsidiary" shall have the same meaning as defined in
  Section 425 of the Code. 
  
  Section 1.7 - Termination of Employment
  
   "Termination of Employment" shall mean the time when the
  employee-employer relationship between the Employee and the
  Company or any Subsidiary is terminated for any reason,
  including, but not by way of limitation, a termination by
  resignation, discharge, lay-off, death or retirement.  The
  Committee, in its absolute discretion, shall determine the
  effect of all other matters and questions relating to
  Termination of Employment, including, but not by way of
  limitation, all questions of whether particular leaves of
  absence constitute Terminations of Employment.
  
                               ARTICLE II
  
                            GRANT OF OPTION
  
  Section 2.1 - Grant of Option
  
   (a)   In consideration of the Employee's agreement to
  remain in the employ of the Company or its Subsidiary, and for
  other good and valuable consideration, on the date hereof the
  Company grants to the Employee the Option to purchase any part
  or all of an aggregate of _______ shares of Common Stock upon
  the terms and conditions set forth in this Agreement and the
  Plan.
  
   (b)   This Option is in addition to any other options
  heretofore or hereafter granted to the Employee by the
  Company. To the extent permitted under Section 422 of the
  Code, this Option is intended to qualify as an incentive stock
  option.  In order to qualify as an incentive stock option,
  this Option shall not have an aggregate fair market value,
  determined at the time it is granted, of Common Stock with
  respect to which the Option is exercisable for the first time
  by the Employee during any calendar year under the Plan and
  any other employee stock option plan of the Company or
  Subsidiary thereof ("Other Plans"), determined in accordance
  with the provisions of Section 422 of the Code, which exceeds
  $100,000 (the "$100,000 Limit").  If the aggregate fair market
  value determined on the grant date with respect to all
  incentive stock options previously granted under the Plan and
  under the Other Plans ("Prior Grants") and any incentive stock
  options under this Agreement (the "Current Grant") which are
  exercisable for the first time during any calendar year would
  exceed the $100,000 Limit, the Option shall be exercisable as
  follows:
  
         (i)  The portion of the Current Grant exercisable for
  the first time by the Employee during any calendar year which
  would be, when added to any portion of any Prior Grants
  exercisable for the first time by the Employee during any such
  calendar year with respect to Common Stock which would have an
  aggregate fair market value determined at the time of each
  such grant, in excess of the $100,000 Limit shall,
  notwithstanding the terms of the Current Grant, be exercisable
  for the first time by the Employee in the first subsequent
  calendar year or years in which it would be exercisable for
  the first time by the Employee when added to all Prior Grants
  without exceeding the $100,000 Limit; and
  
         (ii) If, viewed as of the date of the Current Grant,
  any portion of the Current Grant could not be exercised under
  the provisions of the immediately preceding sentence during
  any calendar year commencing with the calendar year in which
  it is first exercisable through and including the last
  calendar year in which it may by its terms be exercised, such
  portion of the Current Grant shall not be an incentive stock
  option, but shall be exercisable as a separate non-qualified
  stock option at such date or dates as are provided in the
  Current Grant.
  
  Section 2.2 - Purchase Price
  
   The purchase price of the shares of Common Stock covered
  by the Option shall be ___________ per share without
  commission or other charge.
  
  Section 2.3 - Adjustments in Option - Acceleration of
  Exercisability
  
   (a)   Changes in Capitalization.  The number of shares of
  Common Stock covered by the Option and the price per share of
  Common Stock covered by the Option shall be proportionately
  adjusted for any increase or decrease in the number of issued
  shares of Common Stock resulting from a stock split, reverse
  stock split, stock dividend, combination or reclassification
  of the Common Stock, or any other increase or decrease in the
  number of issued shares of Common Stock effected without
  receipt of consideration by the Company; provided, however,
  that conversion of any convertible securities of the Company
  shall not be deemed to have been "effected without receipt of
  consideration."  Such adjustment shall be made by the Commit-
  tee, whose determination in that respect shall be final,
  binding and conclusive.  Except as expressly provided herein,
  no issuance by the Company of shares of stock of any class, or
  securities convertible into shares of stock of any class,
  shall affect, and no adjustment by reason thereof shall be
  made with respect to, the number or price of shares of Common
  Stock subject to the Option.
  
   (b)   Dissolution or Liquidation.  In the event of the
  proposed dissolution or liquidation of the Company, the Option
  will terminate immediately prior to the consummation of such
  proposed action, unless otherwise provided by the Committee. 
  The Committee may, in the exercise of its sole discretion in
  such instances, declare that the Option shall terminate as of
  a date fixed by the Committee and give the Employee the right
  to exercise the Option as to all or any part of the shares of
  Common Stock covered by the Option, including shares as to
  which the Option would not otherwise be exercisable.
  
   (c)   Sale or Merger.  In the event of a proposed sale of
  all or substantially all of the assets of the Company, or the
  merger of the Company with or into another corporation, the
  Committee, in the exercise of its sole discretion, may take
  such action as it deems desirable, including, but not limited
  to: (i) causing the Option to be assumed or an equivalent
  option to be substituted by such successor corporation or a
  parent or subsidiary of such successor corporation, (ii)
  providing that the Employee shall have the right to exercise
  the Option as to all of the shares of Common Stock covered by
  the Option, including shares as to which the Option would not
  otherwise be exercisable, or (iii) declaring that the Option
  shall terminate at a date fixed by the Committee provided that
  the Employee is given notice and opportunity to exercise the
  Option prior to such date.
  
                              ARTICLE III
                       EXERCISABILITY OF OPTIONS 
  
  Section 3.1 - Commencement of Exercisability
  
   (a)   The Option is not exercisable in whole or in part
  during the first year after the date of its grant. 
  Thereafter, subject to Section 2.3 hereof, the Option shall
  become exercisable in four cumulative annual installments as
  follows:
  
         (i)  The first installment of ________________ shares
  covered by the Option shall become exercisable on
  ___________________.
  
         (ii) The second installment of  ____________________
  the shares covered by the Option shall become exercisable on
  _________________.
  
         (iii)     The third installment of
  __________________ of the shares covered by the Option shall
  become exercisable _________________.
  
         (iv) The fourth installment of ____________________
  of the shares covered by the Option shall become exercisable
  on _______________.
  
   The foregoing rights are cumulative and while the Employee
  continues to be employed by the Company, may be exercised up
  to and including the expiration date set forth in Section
  3.3(a) hereof.
  
   (b)   If the Option has not become exercisable at
  Termination of Employment, it shall not thereafter become
  exercisable.
  
  Section 3.2 - Duration of Exercisability
  
   Once the Option becomes exercisable it shall remain
  exercisable until it expires as provided in Section 3.3
  hereof.
  
  Section 3.3 - Expiration of Option
  
   (a)   The Option may not be exercised to any extent by
  anyone after the first to occur of the following events:
  
         (i)  The expiration of five years from the date the
  Option was granted; or
  
         (ii) The expiration of 30 days from the date of the
  Employee's Termination of Employment unless such Termination
  of Employment results from the Employee's death, the
  Employee's lay-off or the Employee's disability within the
  meaning of Section 72(m)(7) of the Code; or
  
         (iii)  The expiration of three months from the date
  of the Employee's Termination of Employment by reason of the
  Employee's lay-off; or
  
         (iv) The expiration of one year from the date of the
  Employee's Termination of Employment by reason of the
  Employee's death or disability (within the meaning of Section
  72(m)(7) of the Code).
  
    (b)  Notwithstanding the foregoing, the Committee may, in
  its absolute discretion and upon such terms and conditions as
  it deems appropriate, extend the period for the exercise of
  the Option as set forth in Section 3.3(a)(ii) or (iii) or (iv)
  hereof, whichever may be applicable, but not beyond the
  expiration date of the Option as set forth in Section
  3.3(a)(i) hereof.
  
                               ARTICLE IV
                           EXERCISE OF OPTION
  
  Section 4.1 - Person Eligible to Exercise
    During the lifetime of the Employee, only the Employee
  may exercise the Option or any portion thereof.  After the
  death of the Employee, any exercisable portion of the Option
  may, prior to the time when the Option becomes unexercisable
  under Section 3.3 hereof, be exercised by the Employee's
  personal representative or by any person empowered to do so
  under the Employee's will or under the then applicable laws of
  descent and distribution.
  
  Section 4.2 - Partial Exercise
    Any exercisable portion of the Option or the entire
  Option, if then wholly exercisable, may be exercised in whole
  or in part at any time prior to the time when the Option or
  portion thereof expires under Section 3.3 hereof; provided,
  however, that each partial exercise shall be for whole shares
  only.
  
  Section 4.3 - Manner of Exercise
    The Option, or any exercisable portion thereof, may be
  exercised solely by delivery to the Secretary or his office of
  all of the following prior to the time when the Option or such
  portion expires under Section 3.3 hereof:
  
    (a)  Notice in writing signed by the Employee or other
  person then entitled to exercise the Option or any portion
  thereof, stating that the entire Option or a specific portion
  thereof is thereby exercised, and identifying the Option by
  the Stock Option Agreement number;
  
    (b)  Full payment in cash, Common Stock of the Company
  (valued at the mean of the high and low prices on the New York
  Stock Exchange on the trading day immediately preceding the
  date of exercise) or a combination thereof, as the Committee
  may determine in its sole discretion, for the shares with
  respect to which such Option or portion thereof is exercised;
  and
  
    (c)  In the event the Option or portion thereof shall be
  exercised pursuant to Section 4.1 hereof by any person or
  persons other than the Employee, appropriate proof of the
  right of such person or persons to exercise the Option.
  
  Section 4.4 - Issuance of Stock
    The shares of Common Stock deliverable upon the exercise
  of the Option, or any portion thereof, may be either
  previously authorized but unissued shares or issued shares
  which have then been reacquired by the Company.  Such shares
  shall be fully paid and non-assessable.  The Company shall not
  be required to issue or deliver any certificate or
  certificates for shares of Common Stock purchased upon the
  exercise of the Option or portion thereof prior to fulfillment
  of all of the following conditions:
  
    (a)  The admission of such shares to listing on the New
  York Stock Exchange on which such class of stock is then
  listed;
  
    (b)  The completion of any registration or other
  qualification of such shares under any state or federal law or
  under rulings or regulations of the Securities and Exchange
  Commission or of any other governmental regulatory body, which
  the Committee shall, in its absolute discretion, deem
  necessary or advisable;
  
    (c)  The obtaining of any approval or other clearance
  from any state or federal governmental agency which the
  Committee shall, in its absolute discretion, determine to be
  necessary or advisable; and
  
    (d)  The lapse of such reasonable period of time
  following the exercise of the Option as the Committee may from
  time to time establish for reasons of administrative
  convenience.
  
  Section 4.5 - Termination of Employment for Misconduct
    If the employment of the Employee is terminated for
  fraud, embezzlement, theft, commission of a felony or
  dishonest conduct or is found to have disclosed confidential
  information of the Company or any Subsidiary, the Employee
  shall forfeit all unexercised Options and all exercised
  Options as to which the Company has not yet delivered the
  certificates.  In making such determination, the Committee
  shall act fairly and in utmost good faith and shall give full
  consideration of the facts presented on behalf of both the
  Company and the Employee.
  
                               ARTICLE V
                             MISCELLANEOUS
  
  Section 5.1 - Administration
    The Committee shall have the power to interpret the Plan
  and this Agreement and to adopt such rules for the
  administration, interpretation, and application of the Plan as
  are consistent therewith and to interpret or revoke any such
  rules.  All actions taken and all interpretations and
  determinations made by the Committee in good faith shall be
  final and binding upon the Employee, the Company and all other
  interested persons.  No member of the Committee shall be
  personally liable for any action, determination, or
  interpretation made in good faith with respect to the Plan or
  the Option.
  
  Section 5.2 - Options not Transferable
    Neither the Option nor any interest or right therein or
  part thereof shall be liable for the debts, contracts, or
  engagements of the Employee or his successors in interest or
  shall be subject to disposition by transfer, alienation,
  anticipation, pledge, encumbrance, assignment or any other
  means whether such disposition be voluntary or involuntary or
  by operation of law by judgment, levy, attachment, garnishment
  or any other legal or equitable proceedings (including
  bankruptcy) and any attempted disposition thereof shall be
  null and void and of no effect; provided, however, that this
  Section 5.2 shall not prevent transfer by will or by the
  applicable laws of descent and distribution.
  
  Section 5.3 - Withholding
    All amounts which, under federal, state or local law, are
  required to be withheld from the amount payable with respect
  to any Option shall be withheld by the Company.  Whenever the
  Company proposes or is required to issue or transfer shares of
  Common Stock, the Company shall have the right to require the
  recipient to remit to the Company an amount sufficient to
  satisfy any federal, state, or local withholding tax
  requirements prior to the delivery of any certificate or
  certificates for such shares.
  
  Section 5.4 - No Right of Continued Service
    Nothing in this Agreement or in the Plan shall confer
  upon the Employee any right to continue in the employ of the
  Company or shall interfere with or restrict in any way the
  rights of the Company, which are hereby expressly reserved, to
  discharge the Employee.
  
  Section 5.5 - Shares to be Reserved
    The Company shall at all times during the term of the
  Option reserve and keep available such number of shares of
  Common Stock as will be sufficient to satisfy the requirements
  of this Agreement.
  
  Section 5.6 - Notices
    Any notice to be given under the terms of this Agreement
  to the Company shall be addressed to the Company in care of
  its Secretary and any notice to be given to the Employee shall
  be addressed to the Employee at the address shown in the
  Company's personnel files.  By a notice given pursuant to this
  Section 5.6, either party may hereafter designate a different
  address for notices to be given to it or him.  Any notice
  which is required to be given to the Employee shall, if the
  Employee is then deceased, be given to the Employee's personal
  representative if such representative has previously informed
  the Company of the representative's status and address by
  written notice under this Section 5.6.  Any notice shall have
  been deemed duly given when delivered in person, deposited in
  first class United States mail, postage prepaid, or sent by
  overnight courier.
  
  Section 5.7 - Titles
    Titles are provided herein for convenience of reference
  only and are not to serve as a basis for interpretation or
  construction of this Agreement.
  
  Section 5.8 - Notification of Disposition
    With respect to shares acquired through the exercise of
  any incentive stock option, the Employee shall give prompt
  notice to the Company of any disposition or other transfer of
  such shares if such disposition or transfer is made (a) within
  two years from the date of granting the Option with respect to
  such shares or (b) within one year after the transfer of such
  shares to him.  Such notice shall specify the date of such
  disposition or other transfer and the amount realized, in
  cash, other property, assumption of indebtedness, or other
  consideration, by the Employee in such disposition or other
  transfer.
  
  Section 5.9 - Governing Law
    This Agreement shall be governed by and interpreted in
  accordance with the internal laws of the State of Delaware.
  
    IN WITNESS WHEREOF, the Company and the Employee have
  caused this Agreement to be executed and the Employee
  acknowledges receipt of a copy of the Plan and acceptance of
  an original copy of this Agreement.
  
  Attest:                         AYDIN CORPORATION
  
  
  _____________________  By: __________________________
       Secretary
                         Title: _______________________
  (SEAL)
  
                         _____________________________(SEAL)
                             Employee Signature
                         _____________________________
                          Employee Name (Please Print)
  
                         Employee's Taxpayer
                         Identification Number: ___________
  
  <PAGE>
                                                  Exhibit 4.3
  
      NON-QUALIFIED STOCK OPTION AGREEMENT NO. 96-______
                    ISSUED UNDER THE 
                 AYDIN CORPORATION
              1996 EQUITY INCENTIVE PLAN
  
      THIS AGREEMENT (the "Agreement"), dated ____________,
  is made by and between Aydin Corporation, a Delaware
  corporation (hereinafter referred to as the "Company"), and
  ________________, an employee of the Company (the "Employee").
  
      WHEREAS, the Company wishes to afford the Employee the
  opportunity to purchase shares of its common stock, par value
  $1.00 per share (the "Common Stock"); and
  
      WHEREAS, the Company wishes to carry out the Aydin
  Corporation 1996 Equity Incentive Plan (the "Plan"), the terms
  of which are incorporated herein by this reference and made a
  part of this Agreement; and
  
      WHEREAS, the Board of Directors of the Company (the
  "Committee") has determined that it would be to the advantage
  and best interest of the Company and its stockholders to grant
  to the Employee the stock option provided for herein as an
  inducement to remain in the service of the Company, and as an
  incentive for increased efforts during such service and has
  advised the Company thereof and instructed the undersigned
  officers to issue said option;
  
      NOW, THEREFORE, in consideration of the mutual
  covenants herein contained and other good and valuable
  consideration, receipt of which is hereby acknowledged, the
  parties hereto do hereby agree as follows:
  
                               ARTICLE I
                              DEFINITIONS
  
      Whenever the following terms are used in this
  Agreement, they shall have the meaning specified below unless
  the context clearly indicates to the contrary.
  
  Section 1.1 - Employee
  
       Employee  shall mean directors, officers and other key
  employees of the Company and its Subsidiaries.
  
  Section 1.2 - Code
  
      "Code" shall mean the Internal Revenue Code of 1986, as
  amended.
  
  Section 1.3 - Option
  
      "Option" shall mean the option to purchase Common Stock
  granted under this Agreement.
  
  Section 1.4 - Plan
  
      "Plan" shall mean the Aydin Corporation 1996 Equity
  Incentive Plan, as amended from time to time.
  
  Section 1.5 - Secretary
  
      "Secretary" shall mean the Secretary of the Company.
  
  Section 1.6 - Subsidiary
  
      "Subsidiary" shall have the same meaning as defined in
  Section 425 of the Code. 
  
  Section 1.7 - Termination of Employment
  
      "Termination of Employment" shall mean the time when
  the employee-employer relationship between the Employee and
  the Company or any Subsidiary is terminated for any reason,
  including, but not by way of limitation, a termination by
  resignation, discharge, lay-off, death or retirement.  The
  Committee, in its absolute discretion, shall determine the
  effect of all other matters and questions relating to
  Termination of Employment, including, but not by way of
  limitation, all questions of whether particular leaves of
  absence constitute Terminations of Employment.
  
                               ARTICLE II
                            GRANT OF OPTION
  
  Section 2.1 - Grant of Option
  
      (a) In consideration of the Employee's agreement to
  remain in the employ of the Company or its Subsidiary, and for
  other good and valuable consideration, on the date hereof the
  Company grants to the Employee the Option to purchase any part
  or all of an aggregate of _______ shares of Common Stock upon
  the terms and conditions set forth in this Agreement and the
  Plan.
  
      (b) This Option is in addition to any other options
  heretofore or hereafter granted to the Employee by the
  Company. 
  
         (c) The Option granted hereunder is not intended to
  qualify as an incentive stock option under Section 422 of the
  Code.
  
  Section 2.2 - Purchase Price
  
      The purchase price of the shares of Common Stock
  covered by the Option shall be ________ per share without
  commission or other charge.
  
  Section 2.3 - Adjustments in Option - Acceleration of
  Exercisability
  
      (a) Changes in Capitalization.  The number of shares of
  Common Stock covered by the Option and the price per share of
  Common Stock covered by the Option shall be proportionately
  adjusted for any increase or decrease in the number of issued
  shares of Common Stock resulting from a stock split, reverse
  stock split, stock dividend, combination or reclassification
  of the Common Stock, or any other increase or decrease in the
  number of issued shares of Common Stock effected without
  receipt of consideration by the Company; provided, however,
  that conversion of any convertible securities of the Company
  shall not be deemed to have been "effected without receipt of
  consideration."  Such adjustment shall be made by the Commit-
  tee, whose determination in that respect shall be final,
  binding and conclusive.  Except as expressly provided herein,
  no issuance by the Company of shares of stock of any class, or
  securities convertible into shares of stock of any class,
  shall affect, and no adjustment by reason thereof shall be
  made with respect to, the number or price of shares of Common
  Stock subject to the Option.
  
      (b) Dissolution or Liquidation.  In the event of the
  proposed dissolution or liquidation of the Company, the Option
  will terminate immediately prior to the consummation of such
  proposed action, unless otherwise provided by the Committee. 
  The Committee may, in the exercise of its sole discretion in
  such instances, declare that the Option shall terminate as of
  a date fixed by the Committee and give the Employee the right
  to exercise the Option as to all or any part of the shares of
  Common Stock covered by the Option, including shares as to
  which the Option would not otherwise be exercisable.
  
      (c) Sale or Merger.  In the event of a proposed sale of
  all or substantially all of the assets of the Company, or the
  merger of the Company with or into another corporation, the
  Committee, in the exercise of its sole discretion, may take
  such action as it deems desirable, including, but not limited
  to: (i) causing the Option to be assumed or an equivalent
  option to be substituted by such successor corporation or a
  parent or subsidiary of such successor corporation, (ii)
  providing that the Employee shall have the right to exercise
  the Option as to all of the shares of Common Stock covered by
  the Option, including shares as to which the Option would not
  otherwise be exercisable, or (iii) declaring that the Option
  shall terminate at a date fixed by the Committee provided that
  the Employee is given notice and opportunity to exercise the
  Option prior to such date.
  
                              ARTICLE III
                       EXERCISABILITY OF OPTIONS 
  
  Section 3.1 - Commencement of Exercisability
  
      (a) The Option is not exercisable in whole or in part
  during the first year after the date of its grant. 
  Thereafter, subject to Section 2.3 hereof, the Option shall
  become exercisable in four cumulative annual installments as
  follows:
  
          (i) The first installment of _________________
  shares covered by the Option shall become exercisable on
  __________________.
  
     (ii)    The second installment of ____________________
  of the shares covered by the Option shall become exercisable
  on ________________.
  
    (iii)    The third installment of ___________________ of
  the shares covered by the Option shall become exercisable
  _________________.
  
     (iv)    The fourth installment of _____________________
  of the shares covered by the Option shall become exercisable
  on __________________.
  
   The foregoing rights are cumulative and while the
  Employee continues to be employed by the Company, may be
  exercised up to and including the expiration date set forth in
  Section 3.3(a) hereof.
  
   (b)  If the Option has not become exercisable at
  Termination of Employment, it shall not thereafter become
  exercisable.
  
  Section 3.2 - Duration of Exercisability
   Once the Option becomes exercisable it shall remain
  exercisable until it expires as provided in Section 3.3
  hereof.
  
  Section 3.3 - Expiration of Option
   (a)  The Option may not be exercised to any extent by
  anyone after the first to occur of the following events:
  
      (i)    The expiration of five years from the date the
  Option was granted; or
  
     (ii)    The expiration of 30 days from the date of the
  Employee's Termination of Employment unless such Termination
  of Employment results from the Employee's death, the
  Employee's lay-off or the Employee's disability within the
  meaning of Section 72(m)(7) of the Code; or
  
    (iii)    The expiration of three months from the date of
  the Employee's Termination of Employment by reason of the
  Employee's lay-off; or
  
     (iv)    The expiration of one year from the date of the
  Employee's Termination of Employment by reason of the
  Employee's death or disability (within the meaning of Section
  72(m)(7) of the Code).
  
   (b)  Notwithstanding the foregoing, the Committee may, in
  its absolute discretion and upon such terms and conditions as
  it deems appropriate, extend the period for the exercise of
  the Option as set forth in Section 3.3(a)(ii) or (iii) or (iv)
  hereof, whichever may be applicable, but not beyond the
  expiration date of the Option as set forth in Section
  3.3(a)(i) hereof.
  
                               ARTICLE IV
                           EXERCISE OF OPTION
  
  Section 4.1 - Person Eligible to Exercise
   During the lifetime of the Employee, only the Employee
  may exercise the Option or any portion thereof.  After the
  death of the Employee, any exercisable portion of the Option
  may, prior to the time when the Option becomes unexercisable
  under Section 3.3 hereof, be exercised by the Employee's
  personal representative or by any person empowered to do so
  under the Employee's will or under the then applicable laws of
  descent and distribution.
  
  Section 4.2 - Partial Exercise
   Any exercisable portion of the Option or the entire
  Option, if then wholly exercisable, may be exercised in whole
  or in part at any time prior to the time when the Option or
  portion thereof expires under Section 3.3 hereof; provided,
  however, that each partial exercise shall be for whole shares
  only.
  
  Section 4.3 - Manner of Exercise
   The Option, or any exercisable portion thereof, may be
  exercised solely by delivery to the Secretary or his office of
  all of the following prior to the time when the Option or such
  portion expires under Section 3.3 hereof:
  
   (a)  Notice in writing signed by the Employee or other
  person then entitled to exercise the Option or any portion
  thereof, stating that the entire Option or a specific portion
  thereof is thereby exercised, and identifying the Option by
  the Stock Option Agreement number;
  
   (b)  Full payment in cash, Common Stock of the Company
  (valued at the mean of the high and low prices on the New York
  Stock Exchange on the trading day immediately preceding the
  date of exercise) or a combination thereof, as the Committee
  may determine in its sole discretion, for the shares with
  respect to which such Option or portion thereof is exercised;
  and
  
   (c)  In the event the Option or portion thereof shall be
  exercised pursuant to Section 4.1 hereof by any person or
  persons other than the Employee, appropriate proof of the
  right of such person or persons to exercise the Option.
  
  Section 4.4 - Issuance of Stock
   The shares of Common Stock deliverable upon the exercise
  of the Option, or any portion thereof, may be either
  previously authorized but unissued shares or issued shares
  which have then been reacquired by the Company.  Such shares
  shall be fully paid and nonassessable.  The Company shall not
  be required to issue or deliver any certificate or
  certificates for shares of Common Stock purchased upon the
  exercise of the Option or portion thereof prior to fulfillment
  of all of the following conditions:
  
   (a)  The admission of such shares to listing on the New
  York Stock Exchange on which such class of stock is then
  listed;
  
   (b)  The completion of any registration or other
  qualification of such shares under any state or federal law or
  under rulings or regulations of the Securities and Exchange
  Commission or of any other governmental regulatory body, which
  the Committee shall, in its absolute discretion, deem
  necessary or advisable;
  
   (c)  The obtaining of any approval or other clearance
  from any state or federal governmental agency which the
  Committee shall, in its absolute discretion, determine to be
  necessary or advisable; and
  
   (d)  The lapse of such reasonable period of time
  following the exercise of the Option as the Committee may from
  time to time establish for reasons of administrative
  convenience.
  
  Section 4.5 - Termination of Employment for Misconduct
   If the employment of the Employee is terminated for
  fraud, embezzlement, theft, commission of a felony or
  dishonest conduct or is found to have disclosed confidential
  information of the Company or any Subsidiary, the Employee
  shall forfeit all unexercised Options and all exercised
  Options as to which the Company has not yet delivered the
  certificates.  In making such determination, the Committee
  shall act fairly and in utmost good faith and shall give full
  consideration of the facts presented on behalf of both the
  Company and the Employee.
  
                               ARTICLE V
                             MISCELLANEOUS
  
  Section 5.1 - Administration
   The Committee shall have the power to interpret the Plan
  and this Agreement and to adopt such rules for the
  administration, interpretation, and application of the Plan as
  are consistent therewith and to interpret or revoke any such
  rules.  All actions taken and all interpretations and
  determinations made by the Committee in good faith shall be
  final and binding upon the Employee, the Company and all other
  interested persons.  No member of the Committee shall be
  personally liable for any action, determination, or
  interpretation made in good faith with respect to the Plan or
  the Option.
  
  Section 5.2 - Options not Transferable
   Neither the Option nor any interest or right therein or
  part thereof shall be liable for the debts, contracts, or
  engagements of the Employee or his successors in interest or
  shall be subject to disposition by transfer, alienation,
  anticipation, pledge, encumbrance, assignment or any other
  means whether such disposition be voluntary or involuntary or
  by operation of law by judgment, levy, attachment, garnishment
  or any other legal or equitable proceedings (including
  bankruptcy) and any attempted disposition thereof shall be
  null and void and of no effect; provided, however, that this
  Section 5.2 shall not prevent transfer by will or by the
  applicable laws of descent and distribution.
  
  Section 5.3 - Withholding
   All amounts which, under federal, state or local law, are
  required to be withheld from the amount payable with respect
  to any Option shall be withheld by the Company.  Whenever the
  Company proposes or is required to issue or transfer shares of
  Common Stock, the Company shall have the right to require the
  recipient to remit to the Company an amount sufficient to
  satisfy any federal, state, or local withholding tax
  requirements prior to the delivery of any certificate or
  certificates for such shares.
  
  Section 5.4 - No Right of Continued Service
   Nothing in this Agreement or in the Plan shall confer
  upon the Employee any right to continue in the employ of the
  Company or shall interfere with or restrict in any way the
  rights of the Company, which are hereby expressly reserved, to
  discharge the Employee.
  
  Section 5.5 - Shares to be Reserved
   The Company shall at all times during the term of the
  Option reserve and keep available such number of shares of
  Common Stock as will be sufficient to satisfy the requirements
  of this Agreement.
  
  Section 5.6 - Notices
   Any notice to be given under the terms of this Agreement
  to the Company shall be addressed to the Company in care of
  its Secretary and any notice to be given to the Employee shall
  be addressed to the Employee at the address shown in the
  Company's personnel files.  By a notice given pursuant to this
  Section 5.6, either party may hereafter designate a different
  address for notices to be given to it or him.  Any notice
  which is required to be given to the Employee shall, if the
  Employee is then deceased, be given to the Employee's personal
  representative if such representative has previously informed
  the Company of the representative's status and address by
  written notice under this Section 5.6.  Any notice shall have
  been deemed duly given when delivered in person, deposited in
  first class United States mail, postage prepaid, or sent by
  overnight courier.
  
  Section 5.7 - Titles
   Titles are provided herein for convenience of reference
  only and are not to serve as a basis for interpretation or
  construction of this Agreement.
  
  Section 5.8 - Notification of Disposition
   With respect to shares acquired through the exercise of
  any incentive stock option, the Employee shall give prompt
  notice to the Company of any disposition or other transfer of
  such shares if such disposition or transfer is made (a) within
  two years from the date of granting the Option with respect to
  such shares or (b) within one year after the transfer of such
  shares to him.  Such notice shall specify the date of such
  disposition or other transfer and the amount realized, in
  cash, other property, assumption of indebtedness, or other
  consideration, by the Employee in such disposition or other
  transfer.
  
  Section 5.9 - Governing Law
   This Agreement shall be governed by and interpreted in
  accordance with the internal laws of the State of Delaware.
  
   IN WITNESS WHEREOF, the Company and the Employee have
  caused this Agreement to be executed and the Employee
  acknowledges receipt of a copy of the Plan and acceptance of
  an original copy of this Agreement.
  
  Attest:                         AYDIN CORPORATION
  
  
  _____________________  By: __________________________
       Secretary
                         Title: _______________________
  (SEAL)
  
                         _____________________________(SEAL)
                             Employee Signature
                         _____________________________
                          Employee Name (Please Print)
  
                         Employee's Taxpayer
                         Identification Number: ___________
  
  <PAGE>
                                                  Exhibit 4.4
  
                           AYDIN CORPORATION
                            STOCK BONUS PLAN
  
   1.   Purpose.  The purpose of this Stock Bonus Plan is to
  provide additional incentive and reward to officers and other
  key management employees who contribute materially to the
  success and growth of Aydin Corporation (the "Company") by
  their creativity, ability, industry and loyalty and to provide
  a means to encourage stock ownership and proprietary interest
  in the Company by such officers and key management employees.
  
   2.   Administration.  This Plan shall be administered by
  the Company's Board of Directors (the "Board").  It shall be
  the duty of the Board to conduct the general administration of
  this Plan in accordance with its provisions.  The Board shall
  have the power to interpret this Plan and to adopt the rules
  for the administration, interpretation and the application of
  this Plan as are consistent therewith and to interpret, amend
  or revoke any such rules.  The Board may act either by vote of
  a majority of its members at a meeting or by a memorandum or
  other written instrument signed by all members of the Board. 
  All actions taken and all interpretations and determinations
  made by the Board in good faith shall be final and binding
  upon the Plan Participants (as hereinafter defined) and all
  other interested persons.  No member of the Board shall be
  personally liable for any action, determination or
  interpretation made in good faith with respect to this Plan,
  and all members of the Board shall be protected by the Company
  with respect to any such action, determination or
  interpretation.
  
   3.   Plan Participants.  The Board shall possess the
  exclusive right to name the officers and other key management
  members who shall be designated as "Plan Participants" for
  purposes of this Plan.  The Board may delegate the right to
  name "Plan Participants" to any person or committee whom it
  shall designate.  Neither the adoption of this Plan nor the
  selection of any Plan Participant for participation in this
  Plan shall give a Plan Participant any right to be retained in
  the employ of the Company, and the right and power of the
  Company to dismiss or discharge any Plan Participant is
  specifically reserved.  No Plan Participant or any person
  claiming under or through him shall have any right or
  interest, whether vested or otherwise, in this Plan or any
  bonus hereunder, unless and until there has been compliance
  with all of the terms and conditions of this Plan and rules of
  the Board that affect the Plan Participant.
  
   4.   Amount of Bonus.  The Board shall have the sole
  discretion to determine the dollar amount of any bonus to be
  awarded under this Plan.  Recommendations for bonus awards
  shall be made to the Board pursuant to such procedures as may
  from time to time be prescribed by the Board.
  
   5.   Form of Bonus; Election of Plan Participant.  The
  Plan Participant shall have the election to be paid the full
  amount of the bonus awarded to such Plan Participant either
  (i) in cash or (ii) in shares of the Company's $1.00 par value
  Common Stock ("Common Stock") or a combination of cash and
  Common Stock.  If the Plan Participant elects to be paid the
  full amount or any portion of the bonus award in shares of
  Common Stock, the number of shares to which the Plan
  Participant shall be entitled shall be determined by dividing
  (x) the dollar amount of the bonus award, or portion thereof,
  as the case may be, for which shares of Common Stock are to be
  issued by (y) the Discounted Market Value.   For purposes of
  this Plan, "Discounted Market Value" shall be equal to 85% of
  the average of the per share closing prices of the Common
  Stock on the New York Stock Exchange on the 20 trading days
  immediately preceding the date that the Board determines the
  dollar amount of the bonus award for the Plan Participant.
  
        (a)  The Board shall promptly notify each Plan
  Participant of (i) the dollar amount of the bonus award; (ii)
  the Discounted Market Value per share of the Company's Common
  Stock; (iii) the maximum number of shares to which the Plan
  Participant is entitled if the Plan Participant elects to be
  paid the bonus award in shares of Common Stock; and (iv) the
  date by which the Plan Participant's written election to be
  paid the bonus in stock is required to be sent to the Company.
  
        (b)  The Plan Participant shall make the election to
  be paid the bonus award within 15 days following the date of
  the notice provided to the Plan Participant in accordance with
  the provisions of paragraph 5(a) hereof.  Such election shall
  be made in writing to the Secretary of the Company.  If no
  election is made by the expiration of such period, the bonus
  award shall be paid to the Plan Participant in cash.
  
   6.   Supplemental Cash Tax Gross-Up Bonus. 
  Contemporaneous with the transfer of any bonus shares and
  subject to the limitation hereinafter set forth, the Board, in
  its sole discretion, may determine to pay to any Plan
  Participant to whom bonus shares have been awarded a
  supplemental cash bonus.  Such supplemental cash bonus shall
  in no event be greater than an amount equal to (i) the product
  of the total fair market value of the shares received in any
  calendar year and the highest marginal income tax rate, (ii)
  divided by one minus the highest marginal income tax rate. 
  For this purpose, the term "highest marginal income tax rate"
  of any Plan Participant shall mean the sum of the highest
  marginal combined state and federal personal income tax rates
  (including any surtax rate as well as the Medicare health
  insurance tax rate imposed on employees under the Federal
  Insurance Contributions Act) applicable to such Plan
  Participant, as in effect for the calendar year in which the
  bonus is paid.  In accordance with Section 8 hereof, the
  Company shall withhold and remit from the tax gross-up bonus
  all required tax withholdings with respect to the bonus shares
  and the tax gross-up bonus itself.  Notwithstanding the
  foregoing, a tax gross-up bonus shall not be paid to a Plan
  Participant to the extent that the payment of such bonus would
  cause the Plan Participant's total compensation received from
  the Company to exceed the range of reasonable compensation, as
  determined by an independent consultant retained by the Board.
  
   7.   Common Stock Available for Bonuses.  The shares to
  be awarded under this Plan shall be made available from
  authorized and unissued shares or from the Company's treasury
  shares.  The total number of shares that may be awarded under
  this Plan may not exceed 500,000 shares.
  
   8.   Withholding.  All bonus awards of shares or cash, or
  combination thereof made to a Plan Participant under this Plan
  shall be net of whatever amount is sufficient to satisfy
  federal, state and local tax withholding requirements or if
  that is not possible, the Plan Participant shall otherwise
  provide for the satisfaction of such tax withholding
  requirements as a condition to the payment of any bonus award
  under this Plan.
  
        a.   In the event that a Plan Participant fails to
  satisfy the withholding and employment tax obligations arising
  in connection with a transfer of shares awarded under this
  Plan when requested by the Board, the Board may, pursuant to
  such rules as the Board may establish, reduce the number of
  shares to be transferred to the Plan Participant by such
  number of shares as the Board may deem appropriate in its sole
  discretion to satisfy such withholding and employment tax
  obligations or make such other arrangements as it deems
  satisfactory.
  
        b.   Notwithstanding any other provision of this
  Plan, the Board may impose such additional conditions on the
  payment of any withholding or employment tax obligations as
  may be required to satisfy applicable regulatory requirements,
  including, without limitation, Rule 16b-3 (or any successor
  provision) promulgated by the Securities and Exchange
  Commission.
  
   9.   Fringe Benefits.  By acceptance of any bonus under
  this Plan, each Plan Participant acknowledges that such bonus
  represents supplemental incentive compensation and that such
  bonus shall not be treated as base salary or other
  compensation for the purpose of the calculation of retirement
  benefits, life insurance or other fringe benefits provided by
  the Company, unless a written plan provision specifically
  provides to the contrary.
  
        10.  Expenses.  All expenses and costs in connection with
  the administration of this Plan shall be borne by the Company,
  and no part shall be charged to the Plan Participants.
  
        11.  Amendment.  The Board may discontinue or terminate
  this Plan in whole or in part at any time, or the Board may
  from time to time change or amend the Plan in such respects as
  the Board may deem advisable, in its sole discretion.  The
  fact that a director is or had been designated as a Plan
  Participant under this Plan shall not disqualify him from
  voting as a director for or against the Plan or for or against
  any change or amendment thereto.
  
        12.  Termination.  The Plan shall automatically terminate
  on the earliest of (A) December 31, 2007, (B) the date when
  all of the shares available for bonuses hereunder have been
  awarded or (C) any earlier date as the Board may determine in
  its sole discretion.
  
        13.  Securities and Other Laws.  No shares shall be
  transferred pursuant to this Plan unless and until all then
  applicable requirements imposed by federal and state
  securities laws and other laws, rules and regulations and by
  any regulatory agencies having jurisdiction and by any stock
  exchanges upon which the shares may be listed have been fully
  met.
  
        14.  Notices.  Any notice required or permitted hereunder
  shall be sufficiently given only if sent by first class mail,
  postage prepaid, or by a nationally recognized overnight
  delivery service, charges prepaid, addressed to the Company at
  its principal offices in Horsham, Pennsylvania and to the Plan
  Participant at the address on file with the Company on the
  date any bonus award is made hereunder, or to such other
  address as either party may hereafter designate in writing by
  notice similarly given by one party to the other.
  
        15.  Severability.  If any part of this Plan shall be
  determined to be invalid or void in any respect, such
  determination shall not affect, impair, invalidate or nullify
  the remaining provisions of this Plan, which shall continue in
  full force and effect, as if the invalid or void provision had
  not been included in the Plan.
  
        16.  Additional Terms.  The Board may impose such
  additional terms and conditions upon the award of bonuses
  under this Plan as the Board may determine, in its sole
  discretion, at the time it authorizes such awards.
  
        17.  Effective Date.  This Plan shall be effective on
  March 19, 1997, subject to Stockholder approval.
  
  <PAGE>
                                                     Exhibit 5
                      DUANE, MORRIS & HECKSCHER LLP
  
                             ATTONEYS AT LAW
  
                            ONE LIBERTY PLACE
                       PHILADELPHIA, PA 19103-7396
                             (215) 979-1000
  
                                    FAX
                              (215) 979-1020
  
  
                          July 14, 1997
  
  Aydin Corporation
  700 Dresher Road
  P.O. Box 349
  Horsham, PA 19044
  
        Re:  Aydin Corporation
             Form S-8 Registration Statement
  
  Gentlemen:
  
        As outside counsel for Aydin Corporation (the "Company"),
  a Delaware corporation, we have reviewed the Company's
  Registration Statement on Form S-8 (the "Registration
  Statement") relating to the offer and sale by the Company of
  up to 1,000,000 shares (the "Shares") of the Company's Common
  Stock, par value $1.00 per share, of which 500,000 Shares are
  available for issuance pursuant to the Company's 1996 Equity
  Incentive Plan and 500,000 Shares are available for issuance
  pursuant to the Company's Stock Bonus Plan (collectively, the
  "Plans"). 
  
        We have examined copies of the Company's Certificate of
  Incorporation and By-laws, as amended to date, the corporate
  minutes and other proceedings and records relating to the
  authorization, sale and issuance of the Shares, and such other
  documents and matters of law as we have deemed necessary or
  appropriate in order to render this opinion.
  
        Based upon the foregoing, it is our opinion that each of
  the Shares, when issued in accordance with the terms of the
  respective Plans and the options and awards granted
  thereunder, will be duly authorized, legally issued, fully
  paid and non-assessable.
  
        We hereby consent to the use of this opinion in the
  Registration Statement.
  
                             Sincerely,
  
                             /s/ DUANE, MORRIS & HECKSCHER LLP
  
  
  JWK:cxv
  <PAGE>
                                                  Exhibit 23.1
    
      CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                    
  We have issued our reports dated March 7, 1997 accompanying
  the consolidated financial statements and schedules
  incorporated by reference or included in the Annual Report of
  Aydin Corporation and Subsidiaries on Form 10-K for the year
  ended December 31, 1996.  We hereby consent to the
  incorporation by reference of said reports in the Registration
  Statement of Aydin Corporation on Form S-8, to be filed on
  July 14,1997.
  
                                 /s/ Grant Thornton LLP
  
                                 GRANT THORNTON LLP
                                 Philadelphia, Pennsylvania
                                 July 10, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 68649}]
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Registration No. 333-______
  
                    SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
  
                                 FORM S-8
  
                       REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933 
  
                             AYDIN CORPORATION
          (Exact name of issuer as specified in its charter)
  
        Delaware                                  23-1686808   
  (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)             Identification No.)
  
  700 Dresher Road
  Horsham, PA                                       19044   
  (Address of Principal Executive Offices)        (Zip Code)
  
                       1996 Equity Incentive Plan
                                  and
                           Stock Bonus Plan
                       __________________________
                        (Full title of the plan)
  
                      Robert A. Clancy, Secretary
                           AYDIN CORPORATION
                           700 Dresher Road
                           Horsham, PA 19044
                             215-657-7510
   (Name and address and telephone number of agent for service)
                   ________________________________
                               Copy to:
                       John W. Kauffman, Esquire
                       Duane, Morris & Heckscher
                           One Liberty Place
                      Philadelphia, PA 19103-7396
                             215-979-1000
                                    
                    CALCULATION OF REGISTRATION FEE
Title of       Amount           Proposed     Proposed       
Amount of
  securities to  to be            maximum      maximum        
registration
  be registered  registered(1)    offering     aggregate      
fee (2)
                                  price per    offering
                                  share (2)    price (2)
Common Stock   1,000,000 shares $10.56       $10,560,000.00 
$3,200.00
  $1 par value
(1)  The registration statement also covers an indeterminable
       additional number of shares as may become issuable
       pursuant to the anti-dilution provisions of the options.
  
  (2)  For the Equity Incentive Plan, calculated at an average
       option price of $10.32 per share for 385,500 shares at
       which options already granted may be exercised, pursuant
       to paragraph (h) of Rule 457, and for the remaining
       114,500 option shares, estimated solely for purposes of
       calculating the registration fee pursuant to paragraph
       (c) of Rule 457, based upon the average of the high and
       low prices as reported by the New York Stock Exchange,
       Inc. on July 9, 1997, of $12.1875 per share. For the
       Stock Bonus Plan, estimated solely for purposes of
       calculating the registration fee pursuant to paragraph
       (c) of Rule 457, based upon 85% (the offering price) of
       the average high and low prices as reported by the New
       York Stock Exchange, Inc. on July 9, 1997 of $12.1875 per
       share.
PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
    
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
     The following documents, which are on file with the
  Securities and Exchange Commission, are incorporated in the
  Section 10(a) prospectus under the Securities Act of 1993
  (the "Securities Act") by reference:
    
    (a)  Aydin Corporation's ("Aydin" or the "Company") annual
  report on Form 10-K for the year ended December 31, 1996
  filed March 31, 1997, pursuant to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), which contains, either directly or by
  incorporation by reference, audited financial statements for
  the Company's latest fiscal year for which such statements
  have been filed, and the notes to the financial statements
  with information as to stock options, including the amounts
  outstanding, their average exercise price, and range of
  expiration dates.
    
    (b)  All other reports filed by the Company pursuant to
  Section 13(a) or 15(d) of the Exchange Act since the end of
  the fiscal year covered by the documents of the Company
  referred to in (a) above.
    
    (c)  The Company's definitive proxy statement filed pursuant
  to Section 14 of the Exchange Act in connection with the
  annual meeting of its stockholders held on April 25, 1997.
  
    (d)  The Company's Registration Statement, File No. 1-7203
  as amended, filed under Section (12(b) of the Exchange Act,
  containing a description of the Common Stock of the Company,
  including any amendments or reports filed for the purpose of
  updating such description.
    
       All reports and other documents filed by the Company
  after the filing hereof pursuant to Sections 13, 14 and 15(d)
  of the Exchange Act, as amended, prior to the filing of a
  post-effective amendment which indicates that all securities
  offered hereby have been sold or which deregisters all
  securities remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from
  the date of the filing of such reports and documents.
  
  Item 4. DESCRIPTION OF SECURITIES.
       Not Applicable.
    
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
       Not Applicable.
    
  Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
       The Company's By-Laws provide indemnification for
  directors, officers or employees from any loss, cost,
  liability and expense that may be imposed upon or incurred by
  them in connection with or resulting from any claim, action,
  suit, or proceeding, civil or criminal, in which they may
  become involved by reason of their being or having been a
  director, officer or employee of the Company.  No such
  director, officer or employee shall be entitled to claim such
  indemnity (1) with respect to any matter as to which there
  shall have been a final adjudication that he has committed or
  allowed some act or omission (a) otherwise than in good faith
  in what he considered to be the best interest of the Company,
  and (b) without reasonable cause to believe that such act or
  omission was proper and legal; or (2) in the event of a
  settlement of such claim, action, suit, or proceeding unless
    (a) the court having jurisdiction thereof shall have
  approved of such settlement with knowledge of the indemnity
  provided herein, or (b) a written opinion of independent
  counsel, selected by or in manner determined by the Board of
  Directors, shall have been rendered substantially
  concurrently with such settlement, to the effect that it was
  not probable that the matter as to which indemnification is
  being made would have resulted in a final adjudication as
  specified in clause (1) above and the said loss, cost,
  liability or expense may properly be borne by the Company. A
  conviction or judgment in a criminal action, suit or
  proceeding shall not be deemed an adjudication that such
  director, officer or employee has committed or allowed some
  act or omission as hereinabove provided if independent legal
  counsel, selected as hereinabove set forth, shall render,
  substantially concurrently with such conviction or judgment,
  a written opinion that such director, officer or employee was
  acting in good faith in what he considered to be the best
  interest of the Company or was not without reasonable cause
  to believe that such act or omission was proper and legal.
  
       The Company's Restated Certificate of Incorporation
  provides that no director of the Company shall be personally
  liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except
  for liability (i) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (ii) for acts or
  omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law; (iii) paying a
  dividend or approving a stock repurchase that is illegal
  under the Delaware General Corporation Law, or (iv) for any
  transaction from which the director derived an improper
  personal benefit.
    
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
       Not Applicable.
    
  Item 8. EXHIBITS.
       The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
    
  Item 9. UNDERTAKINGS.
       The Company hereby undertakes:
    (1)  To file during any period in which offers or sales
  are being made, post-effective amendment(s) to this
  Registration Statement 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 Securities Act of 1933 (the "Securities Act"), 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.
    (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 Plan.
    (4)  That, for purposes of determining any liability
  under the Securities Act, each filing of the Company's annual
  report pursuant to Section 13(a) or Section 15(d) of the 
  Exchange 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
  shall be deemed to be the initial bona fide offering thereof.
    (5)  Insofar as indemnification for liabilities arising
  under the Securities Act may be permitted to directors,
  officers and controlling persons of the Company, the Company
  has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the
  Company of expenses incurred or paid by a director, officer
  or controlling person of the Company 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 Company 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 Securities Act, and will be governed by the final
  adjudication of such issue.
SIGNATURES 
    
    
      Pursuant to the requirements of the Securities Act of
  1933, the resistrant 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 Township of Horsham, Commonwealth of
  Pennsylvania, on this 11th day of July, 1997.
  
                        AYDIN CORPORATION
  
  
                        By: /s/ Robert A. Clancy
                            Robert A. Clancy, Secretary
  
      Pursuant to the requirements of the Securities Exchange
  Act of 1934, this regisration statement has been signed below
  by the following persons in the capacities and on the date
  indicated.
  
  
  /s/ I. Gary Bard                    Dated: July 11, 1997
  I. Gary Bard
  Chairman of the Board of Directors,
  President and Chief Executive Officer
  
  
  /s/ John F. Vanderslice             Dated: July 11, 1997
  John F. Vanderslice
  Executive Vice President and Director
  
  
  /s/ James R. Henderson              Dated: July 11, 1997
  James R. Henderson
  Vice President, Treasurer
  Chief Financial Officer
  
  /s/ Herbert Welber                  Dated: July 11, 1997
  Herbert Welber
  Controller and Assistant Treasurer
  Principal Accounting Officer
  
  /s/ Nev A. Gokcen                   Dated: July 11, 1997
  Nev A. Gokcen
  Director
  
  /s/ Gary Mozenter                   Dated: July 11, 1997
  Gary Mozenter
  Director
  
  /s/ Harry D. Train, II              Dated: July 11, 1997
  Harry D. Train, II
  Director
Form S-8 Registration Statement
    
                             EXHIBIT INDEX
    
  Exhibit                   Description
  No.                       of Exhibit
    
  4.1    1996 Equity Incentive Plan, as amended (filed as
         Exhibit No. 10.6 to Registrant's Annual Report on
           Form    10-K for the year ended December 31, 1996 and
           incorporated herein by reference).
  
  4.2    Form of Incentive Stock Option Agreement issued under
           the     1996 Equity Incentive Plan.
  
  4.3    Form of Non-Qualified Stock Option Agreement issued
           under the 1996 Equity Incentive Plan.
  
  4.4    Stock Bonus Plan
  
  5           Opinion and Consent of Duane, Morris & Heckscher,
         Counsel to the Registrant with Respect to the
           Securities being registered.
  
  23.1   Consent of Independent Auditors, Grant Thornton LLP
  
  23.2   Consent of Duane, Morris & Heckscher is contained in
         their Opinion filed as Exhibit 5.
Exhibit 4.2
  
         INCENTIVE STOCK OPTION AGREEMENT NO. 96-_______
                      ISSUED UNDER THE 
                      AYDIN CORPORATION
                  1996 EQUITY INCENTIVE PLAN
  
   THIS AGREEMENT (the "Agreement"), dated ____________, is
  made by and between Aydin Corporation, a Delaware corporation
  (hereinafter referred to as the "Company"), and 
  _____________, an employee of the Company (the "Employee").
  
   WHEREAS, the Company wishes to afford the Employee the
  opportunity to purchase shares of its common stock, par value
  $1.00 per share (the "Common Stock"); and
  
   WHEREAS, the Company wishes to carry out the Aydin
  Corporation 1996 Equity Incentive Plan (the "Plan"), the terms
  of which are incorporated herein by this reference and made a
  part of this Agreement; and
  
   WHEREAS, the Board of Directors of the Company (the
  "Committee") has determined that it would be to the advantage
  and best interest of the Company and its stockholders to grant
  to the Employee the stock option provided for herein as an
  inducement to remain in the service of the Company, and as an
  incentive for increased efforts during such service and has
  advised the Company thereof and instructed the undersigned
  officers to issue said option;
  
   NOW, THEREFORE, in consideration of the mutual covenants
  herein contained and other good and valuable consideration,
  receipt of which is hereby acknowledged, the parties hereto do
  hereby agree as follows:
  
                               ARTICLE I
  
                              DEFINITIONS
  
   Whenever the following terms are used in this Agreement,
  they shall have the meaning specified below unless the context
  clearly indicates to the contrary.
  
  Section 1.1 - Employee
  
    Employee  shall mean directors, officers and other key
  employees of the Company and its Subsidiaries.
  
  Section 1.2 - Code
  
   "Code" shall mean the Internal Revenue Code of 1986, as
  amended.
  
  Section 1.3 - Option
  
   "Option" shall mean the option to purchase Common Stock
  granted under this Agreement.
  
  Section 1.4 - Plan
  
   "Plan" shall mean the Aydin Corporation 1996 Equity
  Incentive Plan, as amended from time to time.
  
  Section 1.5 - Secretary
  
   "Secretary" shall mean the Secretary of the Company.
  
  Section 1.6 - Subsidiary
  
   "Subsidiary" shall have the same meaning as defined in
  Section 425 of the Code. 
  
  Section 1.7 - Termination of Employment
  
   "Termination of Employment" shall mean the time when the
  employee-employer relationship between the Employee and the
  Company or any Subsidiary is terminated for any reason,
  including, but not by way of limitation, a termination by
  resignation, discharge, lay-off, death or retirement.  The
  Committee, in its absolute discretion, shall determine the
  effect of all other matters and questions relating to
  Termination of Employment, including, but not by way of
  limitation, all questions of whether particular leaves of
  absence constitute Terminations of Employment.
  
                               ARTICLE II
  
                            GRANT OF OPTION
  
  Section 2.1 - Grant of Option
  
   (a)   In consideration of the Employee's agreement to
  remain in the employ of the Company or its Subsidiary, and for
  other good and valuable consideration, on the date hereof the
  Company grants to the Employee the Option to purchase any part
  or all of an aggregate of _______ shares of Common Stock upon
  the terms and conditions set forth in this Agreement and the
  Plan.
  
   (b)   This Option is in addition to any other options
  heretofore or hereafter granted to the Employee by the
  Company. To the extent permitted under Section 422 of the
  Code, this Option is intended to qualify as an incentive stock
  option.  In order to qualify as an incentive stock option,
  this Option shall not have an aggregate fair market value,
  determined at the time it is granted, of Common Stock with
  respect to which the Option is exercisable for the first time
  by the Employee during any calendar year under the Plan and
  any other employee stock option plan of the Company or
  Subsidiary thereof ("Other Plans"), determined in accordance
  with the provisions of Section 422 of the Code, which exceeds
  $100,000 (the "$100,000 Limit").  If the aggregate fair market
  value determined on the grant date with respect to all
  incentive stock options previously granted under the Plan and
  under the Other Plans ("Prior Grants") and any incentive stock
  options under this Agreement (the "Current Grant") which are
  exercisable for the first time during any calendar year would
  exceed the $100,000 Limit, the Option shall be exercisable as
  follows:
  
         (i)  The portion of the Current Grant exercisable for
  the first time by the Employee during any calendar year which
  would be, when added to any portion of any Prior Grants
  exercisable for the first time by the Employee during any such
  calendar year with respect to Common Stock which would have an
  aggregate fair market value determined at the time of each
  such grant, in excess of the $100,000 Limit shall,
  notwithstanding the terms of the Current Grant, be exercisable
  for the first time by the Employee in the first subsequent
  calendar year or years in which it would be exercisable for
  the first time by the Employee when added to all Prior Grants
  without exceeding the $100,000 Limit; and
  
         (ii) If, viewed as of the date of the Current Grant,
  any portion of the Current Grant could not be exercised under
  the provisions of the immediately preceding sentence during
  any calendar year commencing with the calendar year in which
  it is first exercisable through and including the last
  calendar year in which it may by its terms be exercised, such
  portion of the Current Grant shall not be an incentive stock
  option, but shall be exercisable as a separate non-qualified
  stock option at such date or dates as are provided in the
  Current Grant.
  
  Section 2.2 - Purchase Price
  
   The purchase price of the shares of Common Stock covered
  by the Option shall be ___________ per share without
  commission or other charge.
  
  Section 2.3 - Adjustments in Option - Acceleration of
  Exercisability
  
   (a)   Changes in Capitalization.  The number of shares of
  Common Stock covered by the Option and the price per share of
  Common Stock covered by the Option shall be proportionately
  adjusted for any increase or decrease in the number of issued
  shares of Common Stock resulting from a stock split, reverse
  stock split, stock dividend, combination or reclassification
  of the Common Stock, or any other increase or decrease in the
  number of issued shares of Common Stock effected without
  receipt of consideration by the Company; provided, however,
  that conversion of any convertible securities of the Company
  shall not be deemed to have been "effected without receipt of
  consideration."  Such adjustment shall be made by the Commit-
  tee, whose determination in that respect shall be final,
  binding and conclusive.  Except as expressly provided herein,
  no issuance by the Company of shares of stock of any class, or
  securities convertible into shares of stock of any class,
  shall affect, and no adjustment by reason thereof shall be
  made with respect to, the number or price of shares of Common
  Stock subject to the Option.
  
   (b)   Dissolution or Liquidation.  In the event of the
  proposed dissolution or liquidation of the Company, the Option
  will terminate immediately prior to the consummation of such
  proposed action, unless otherwise provided by the Committee. 
  The Committee may, in the exercise of its sole discretion in
  such instances, declare that the Option shall terminate as of
  a date fixed by the Committee and give the Employee the right
  to exercise the Option as to all or any part of the shares of
  Common Stock covered by the Option, including shares as to
  which the Option would not otherwise be exercisable.
  
   (c)   Sale or Merger.  In the event of a proposed sale of
  all or substantially all of the assets of the Company, or the
  merger of the Company with or into another corporation, the
  Committee, in the exercise of its sole discretion, may take
  such action as it deems desirable, including, but not limited
  to: (i) causing the Option to be assumed or an equivalent
  option to be substituted by such successor corporation or a
  parent or subsidiary of such successor corporation, (ii)
  providing that the Employee shall have the right to exercise
  the Option as to all of the shares of Common Stock covered by
  the Option, including shares as to which the Option would not
  otherwise be exercisable, or (iii) declaring that the Option
  shall terminate at a date fixed by the Committee provided that
  the Employee is given notice and opportunity to exercise the
  Option prior to such date.
  
                              ARTICLE III
                       EXERCISABILITY OF OPTIONS 
  
  Section 3.1 - Commencement of Exercisability
  
   (a)   The Option is not exercisable in whole or in part
  during the first year after the date of its grant. 
  Thereafter, subject to Section 2.3 hereof, the Option shall
  become exercisable in four cumulative annual installments as
  follows:
  
         (i)  The first installment of ________________ shares
  covered by the Option shall become exercisable on
  ___________________.
  
         (ii) The second installment of  ____________________
  the shares covered by the Option shall become exercisable on
  _________________.
  
         (iii)     The third installment of
  __________________ of the shares covered by the Option shall
  become exercisable _________________.
  
         (iv) The fourth installment of ____________________
  of the shares covered by the Option shall become exercisable
  on _______________.
  
   The foregoing rights are cumulative and while the Employee
  continues to be employed by the Company, may be exercised up
  to and including the expiration date set forth in Section
  3.3(a) hereof.
  
   (b)   If the Option has not become exercisable at
  Termination of Employment, it shall not thereafter become
  exercisable.
  
  Section 3.2 - Duration of Exercisability
  
   Once the Option becomes exercisable it shall remain
  exercisable until it expires as provided in Section 3.3
  hereof.
  
  Section 3.3 - Expiration of Option
  
   (a)   The Option may not be exercised to any extent by
  anyone after the first to occur of the following events:
  
         (i)  The expiration of five years from the date the
  Option was granted; or
  
         (ii) The expiration of 30 days from the date of the
  Employee's Termination of Employment unless such Termination
  of Employment results from the Employee's death, the
  Employee's lay-off or the Employee's disability within the
  meaning of Section 72(m)(7) of the Code; or
  
         (iii)  The expiration of three months from the date
  of the Employee's Termination of Employment by reason of the
  Employee's lay-off; or
  
         (iv) The expiration of one year from the date of the
  Employee's Termination of Employment by reason of the
  Employee's death or disability (within the meaning of Section
  72(m)(7) of the Code).
  
    (b)  Notwithstanding the foregoing, the Committee may, in
  its absolute discretion and upon such terms and conditions as
  it deems appropriate, extend the period for the exercise of
  the Option as set forth in Section 3.3(a)(ii) or (iii) or (iv)
  hereof, whichever may be applicable, but not beyond the
  expiration date of the Option as set forth in Section
  3.3(a)(i) hereof.
  
                               ARTICLE IV
                           EXERCISE OF OPTION
  
  Section 4.1 - Person Eligible to Exercise
    During the lifetime of the Employee, only the Employee
  may exercise the Option or any portion thereof.  After the
  death of the Employee, any exercisable portion of the Option
  may, prior to the time when the Option becomes unexercisable
  under Section 3.3 hereof, be exercised by the Employee's
  personal representative or by any person empowered to do so
  under the Employee's will or under the then applicable laws of
  descent and distribution.
  
  Section 4.2 - Partial Exercise
    Any exercisable portion of the Option or the entire
  Option, if then wholly exercisable, may be exercised in whole
  or in part at any time prior to the time when the Option or
  portion thereof expires under Section 3.3 hereof; provided,
  however, that each partial exercise shall be for whole shares
  only.
  
  Section 4.3 - Manner of Exercise
    The Option, or any exercisable portion thereof, may be
  exercised solely by delivery to the Secretary or his office of
  all of the following prior to the time when the Option or such
  portion expires under Section 3.3 hereof:
  
    (a)  Notice in writing signed by the Employee or other
  person then entitled to exercise the Option or any portion
  thereof, stating that the entire Option or a specific portion
  thereof is thereby exercised, and identifying the Option by
  the Stock Option Agreement number;
  
    (b)  Full payment in cash, Common Stock of the Company
  (valued at the mean of the high and low prices on the New York
  Stock Exchange on the trading day immediately preceding the
  date of exercise) or a combination thereof, as the Committee
  may determine in its sole discretion, for the shares with
  respect to which such Option or portion thereof is exercised;
  and
  
    (c)  In the event the Option or portion thereof shall be
  exercised pursuant to Section 4.1 hereof by any person or
  persons other than the Employee, appropriate proof of the
  right of such person or persons to exercise the Option.
  
  Section 4.4 - Issuance of Stock
    The shares of Common Stock deliverable upon the exercise
  of the Option, or any portion thereof, may be either
  previously authorized but unissued shares or issued shares
  which have then been reacquired by the Company.  Such shares
  shall be fully paid and non-assessable.  The Company shall not
  be required to issue or deliver any certificate or
  certificates for shares of Common Stock purchased upon the
  exercise of the Option or portion thereof prior to fulfillment
  of all of the following conditions:
  
    (a)  The admission of such shares to listing on the New
  York Stock Exchange on which such class of stock is then
  listed;
  
    (b)  The completion of any registration or other
  qualification of such shares under any state or federal law or
  under rulings or regulations of the Securities and Exchange
  Commission or of any other governmental regulatory body, which
  the Committee shall, in its absolute discretion, deem
  necessary or advisable;
  
    (c)  The obtaining of any approval or other clearance
  from any state or federal governmental agency which the
  Committee shall, in its absolute discretion, determine to be
  necessary or advisable; and
  
    (d)  The lapse of such reasonable period of time
  following the exercise of the Option as the Committee may from
  time to time establish for reasons of administrative
  convenience.
  
  Section 4.5 - Termination of Employment for Misconduct
    If the employment of the Employee is terminated for
  fraud, embezzlement, theft, commission of a felony or
  dishonest conduct or is found to have disclosed confidential
  information of the Company or any Subsidiary, the Employee
  shall forfeit all unexercised Options and all exercised
  Options as to which the Company has not yet delivered the
  certificates.  In making such determination, the Committee
  shall act fairly and in utmost good faith and shall give full
  consideration of the facts presented on behalf of both the
  Company and the Employee.
  
                               ARTICLE V
                             MISCELLANEOUS
  
  Section 5.1 - Administration
    The Committee shall have the power to interpret the Plan
  and this Agreement and to adopt such rules for the
  administration, interpretation, and application of the Plan as
  are consistent therewith and to interpret or revoke any such
  rules.  All actions taken and all interpretations and
  determinations made by the Committee in good faith shall be
  final and binding upon the Employee, the Company and all other
  interested persons.  No member of the Committee shall be
  personally liable for any action, determination, or
  interpretation made in good faith with respect to the Plan or
  the Option.
  
  Section 5.2 - Options not Transferable
    Neither the Option nor any interest or right therein or
  part thereof shall be liable for the debts, contracts, or
  engagements of the Employee or his successors in interest or
  shall be subject to disposition by transfer, alienation,
  anticipation, pledge, encumbrance, assignment or any other
  means whether such disposition be voluntary or involuntary or
  by operation of law by judgment, levy, attachment, garnishment
  or any other legal or equitable proceedings (including
  bankruptcy) and any attempted disposition thereof shall be
  null and void and of no effect; provided, however, that this
  Section 5.2 shall not prevent transfer by will or by the
  applicable laws of descent and distribution.
  
  Section 5.3 - Withholding
    All amounts which, under federal, state or local law, are
  required to be withheld from the amount payable with respect
  to any Option shall be withheld by the Company.  Whenever the
  Company proposes or is required to issue or transfer shares of
  Common Stock, the Company shall have the right to require the
  recipient to remit to the Company an amount sufficient to
  satisfy any federal, state, or local withholding tax
  requirements prior to the delivery of any certificate or
  certificates for such shares.
  
  Section 5.4 - No Right of Continued Service
    Nothing in this Agreement or in the Plan shall confer
  upon the Employee any right to continue in the employ of the
  Company or shall interfere with or restrict in any way the
  rights of the Company, which are hereby expressly reserved, to
  discharge the Employee.
  
  Section 5.5 - Shares to be Reserved
    The Company shall at all times during the term of the
  Option reserve and keep available such number of shares of
  Common Stock as will be sufficient to satisfy the requirements
  of this Agreement.
  
  Section 5.6 - Notices
    Any notice to be given under the terms of this Agreement
  to the Company shall be addressed to the Company in care of
  its Secretary and any notice to be given to the Employee shall
  be addressed to the Employee at the address shown in the
  Company's personnel files.  By a notice given pursuant to this
  Section 5.6, either party may hereafter designate a different
  address for notices to be given to it or him.  Any notice
  which is required to be given to the Employee shall, if the
  Employee is then deceased, be given to the Employee's personal
  representative if such representative has previously informed
  the Company of the representative's status and address by
  written notice under this Section 5.6.  Any notice shall have
  been deemed duly given when delivered in person, deposited in
  first class United States mail, postage prepaid, or sent by
  overnight courier.
  
  Section 5.7 - Titles
    Titles are provided herein for convenience of reference
  only and are not to serve as a basis for interpretation or
  construction of this Agreement.
  
  Section 5.8 - Notification of Disposition
    With respect to shares acquired through the exercise of
  any incentive stock option, the Employee shall give prompt
  notice to the Company of any disposition or other transfer of
  such shares if such disposition or transfer is made (a) within
  two years from the date of granting the Option with respect to
  such shares or (b) within one year after the transfer of such
  shares to him.  Such notice shall specify the date of such
  disposition or other transfer and the amount realized, in
  cash, other property, assumption of indebtedness, or other
  consideration, by the Employee in such disposition or other
  transfer.
  
  Section 5.9 - Governing Law
    This Agreement shall be governed by and interpreted in
  accordance with the internal laws of the State of Delaware.
  
    IN WITNESS WHEREOF, the Company and the Employee have
  caused this Agreement to be executed and the Employee
  acknowledges receipt of a copy of the Plan and acceptance of
  an original copy of this Agreement.
  
  Attest:                         AYDIN CORPORATION
  
  
  _____________________  By: __________________________
       Secretary
                         Title: _______________________
  (SEAL)
  
                         _____________________________(SEAL)
                             Employee Signature
                         _____________________________
                          Employee Name (Please Print)
  
                         Employee's Taxpayer
                         Identification Number: ___________
Exhibit 4.3
  
      NON-QUALIFIED STOCK OPTION AGREEMENT NO. 96-______
                    ISSUED UNDER THE 
                 AYDIN CORPORATION
              1996 EQUITY INCENTIVE PLAN
  
      THIS AGREEMENT (the "Agreement"), dated ____________,
  is made by and between Aydin Corporation, a Delaware
  corporation (hereinafter referred to as the "Company"), and
  ________________, an employee of the Company (the "Employee").
  
      WHEREAS, the Company wishes to afford the Employee the
  opportunity to purchase shares of its common stock, par value
  $1.00 per share (the "Common Stock"); and
  
      WHEREAS, the Company wishes to carry out the Aydin
  Corporation 1996 Equity Incentive Plan (the "Plan"), the terms
  of which are incorporated herein by this reference and made a
  part of this Agreement; and
  
      WHEREAS, the Board of Directors of the Company (the
  "Committee") has determined that it would be to the advantage
  and best interest of the Company and its stockholders to grant
  to the Employee the stock option provided for herein as an
  inducement to remain in the service of the Company, and as an
  incentive for increased efforts during such service and has
  advised the Company thereof and instructed the undersigned
  officers to issue said option;
  
      NOW, THEREFORE, in consideration of the mutual
  covenants herein contained and other good and valuable
  consideration, receipt of which is hereby acknowledged, the
  parties hereto do hereby agree as follows:
  
                               ARTICLE I
                              DEFINITIONS
  
      Whenever the following terms are used in this
  Agreement, they shall have the meaning specified below unless
  the context clearly indicates to the contrary.
  
  Section 1.1 - Employee
  
       Employee  shall mean directors, officers and other key
  employees of the Company and its Subsidiaries.
  
  Section 1.2 - Code
  
      "Code" shall mean the Internal Revenue Code of 1986, as
  amended.
  
  Section 1.3 - Option
  
      "Option" shall mean the option to purchase Common Stock
  granted under this Agreement.
  
  Section 1.4 - Plan
  
      "Plan" shall mean the Aydin Corporation 1996 Equity
  Incentive Plan, as amended from time to time.
  
  Section 1.5 - Secretary
  
      "Secretary" shall mean the Secretary of the Company.
  
  Section 1.6 - Subsidiary
  
      "Subsidiary" shall have the same meaning as defined in
  Section 425 of the Code. 
  
  Section 1.7 - Termination of Employment
  
      "Termination of Employment" shall mean the time when
  the employee-employer relationship between the Employee and
  the Company or any Subsidiary is terminated for any reason,
  including, but not by way of limitation, a termination by
  resignation, discharge, lay-off, death or retirement.  The
  Committee, in its absolute discretion, shall determine the
  effect of all other matters and questions relating to
  Termination of Employment, including, but not by way of
  limitation, all questions of whether particular leaves of
  absence constitute Terminations of Employment.
  
                               ARTICLE II
                            GRANT OF OPTION
  
  Section 2.1 - Grant of Option
  
      (a) In consideration of the Employee's agreement to
  remain in the employ of the Company or its Subsidiary, and for
  other good and valuable consideration, on the date hereof the
  Company grants to the Employee the Option to purchase any part
  or all of an aggregate of _______ shares of Common Stock upon
  the terms and conditions set forth in this Agreement and the
  Plan.
  
      (b) This Option is in addition to any other options
  heretofore or hereafter granted to the Employee by the
  Company. 
  
         (c) The Option granted hereunder is not intended to
  qualify as an incentive stock option under Section 422 of the
  Code.
  
  Section 2.2 - Purchase Price
  
      The purchase price of the shares of Common Stock
  covered by the Option shall be ________ per share without
  commission or other charge.
  
  Section 2.3 - Adjustments in Option - Acceleration of
  Exercisability
  
      (a) Changes in Capitalization.  The number of shares of
  Common Stock covered by the Option and the price per share of
  Common Stock covered by the Option shall be proportionately
  adjusted for any increase or decrease in the number of issued
  shares of Common Stock resulting from a stock split, reverse
  stock split, stock dividend, combination or reclassification
  of the Common Stock, or any other increase or decrease in the
  number of issued shares of Common Stock effected without
  receipt of consideration by the Company; provided, however,
  that conversion of any convertible securities of the Company
  shall not be deemed to have been "effected without receipt of
  consideration."  Such adjustment shall be made by the Commit-
  tee, whose determination in that respect shall be final,
  binding and conclusive.  Except as expressly provided herein,
  no issuance by the Company of shares of stock of any class, or
  securities convertible into shares of stock of any class,
  shall affect, and no adjustment by reason thereof shall be
  made with respect to, the number or price of shares of Common
  Stock subject to the Option.
  
      (b) Dissolution or Liquidation.  In the event of the
  proposed dissolution or liquidation of the Company, the Option
  will terminate immediately prior to the consummation of such
  proposed action, unless otherwise provided by the Committee. 
  The Committee may, in the exercise of its sole discretion in
  such instances, declare that the Option shall terminate as of
  a date fixed by the Committee and give the Employee the right
  to exercise the Option as to all or any part of the shares of
  Common Stock covered by the Option, including shares as to
  which the Option would not otherwise be exercisable.
  
      (c) Sale or Merger.  In the event of a proposed sale of
  all or substantially all of the assets of the Company, or the
  merger of the Company with or into another corporation, the
  Committee, in the exercise of its sole discretion, may take
  such action as it deems desirable, including, but not limited
  to: (i) causing the Option to be assumed or an equivalent
  option to be substituted by such successor corporation or a
  parent or subsidiary of such successor corporation, (ii)
  providing that the Employee shall have the right to exercise
  the Option as to all of the shares of Common Stock covered by
  the Option, including shares as to which the Option would not
  otherwise be exercisable, or (iii) declaring that the Option
  shall terminate at a date fixed by the Committee provided that
  the Employee is given notice and opportunity to exercise the
  Option prior to such date.
  
                              ARTICLE III
                       EXERCISABILITY OF OPTIONS 
  
  Section 3.1 - Commencement of Exercisability
  
      (a) The Option is not exercisable in whole or in part
  during the first year after the date of its grant. 
  Thereafter, subject to Section 2.3 hereof, the Option shall
  become exercisable in four cumulative annual installments as
  follows:
  
          (i) The first installment of _________________
  shares covered by the Option shall become exercisable on
  __________________.
  
     (ii)    The second installment of ____________________
  of the shares covered by the Option shall become exercisable
  on ________________.
  
    (iii)    The third installment of ___________________ of
  the shares covered by the Option shall become exercisable
  _________________.
  
     (iv)    The fourth installment of _____________________
  of the shares covered by the Option shall become exercisable
  on __________________.
  
   The foregoing rights are cumulative and while the
  Employee continues to be employed by the Company, may be
  exercised up to and including the expiration date set forth in
  Section 3.3(a) hereof.
  
   (b)  If the Option has not become exercisable at
  Termination of Employment, it shall not thereafter become
  exercisable.
  
  Section 3.2 - Duration of Exercisability
   Once the Option becomes exercisable it shall remain
  exercisable until it expires as provided in Section 3.3
  hereof.
  
  Section 3.3 - Expiration of Option
   (a)  The Option may not be exercised to any extent by
  anyone after the first to occur of the following events:
  
      (i)    The expiration of five years from the date the
  Option was granted; or
  
     (ii)    The expiration of 30 days from the date of the
  Employee's Termination of Employment unless such Termination
  of Employment results from the Employee's death, the
  Employee's lay-off or the Employee's disability within the
  meaning of Section 72(m)(7) of the Code; or
  
    (iii)    The expiration of three months from the date of
  the Employee's Termination of Employment by reason of the
  Employee's lay-off; or
  
     (iv)    The expiration of one year from the date of the
  Employee's Termination of Employment by reason of the
  Employee's death or disability (within the meaning of Section
  72(m)(7) of the Code).
  
   (b)  Notwithstanding the foregoing, the Committee may, in
  its absolute discretion and upon such terms and conditions as
  it deems appropriate, extend the period for the exercise of
  the Option as set forth in Section 3.3(a)(ii) or (iii) or (iv)
  hereof, whichever may be applicable, but not beyond the
  expiration date of the Option as set forth in Section
  3.3(a)(i) hereof.
  
                               ARTICLE IV
                           EXERCISE OF OPTION
  
  Section 4.1 - Person Eligible to Exercise
   During the lifetime of the Employee, only the Employee
  may exercise the Option or any portion thereof.  After the
  death of the Employee, any exercisable portion of the Option
  may, prior to the time when the Option becomes unexercisable
  under Section 3.3 hereof, be exercised by the Employee's
  personal representative or by any person empowered to do so
  under the Employee's will or under the then applicable laws of
  descent and distribution.
  
  Section 4.2 - Partial Exercise
   Any exercisable portion of the Option or the entire
  Option, if then wholly exercisable, may be exercised in whole
  or in part at any time prior to the time when the Option or
  portion thereof expires under Section 3.3 hereof; provided,
  however, that each partial exercise shall be for whole shares
  only.
  
  Section 4.3 - Manner of Exercise
   The Option, or any exercisable portion thereof, may be
  exercised solely by delivery to the Secretary or his office of
  all of the following prior to the time when the Option or such
  portion expires under Section 3.3 hereof:
  
   (a)  Notice in writing signed by the Employee or other
  person then entitled to exercise the Option or any portion
  thereof, stating that the entire Option or a specific portion
  thereof is thereby exercised, and identifying the Option by
  the Stock Option Agreement number;
  
   (b)  Full payment in cash, Common Stock of the Company
  (valued at the mean of the high and low prices on the New York
  Stock Exchange on the trading day immediately preceding the
  date of exercise) or a combination thereof, as the Committee
  may determine in its sole discretion, for the shares with
  respect to which such Option or portion thereof is exercised;
  and
  
   (c)  In the event the Option or portion thereof shall be
  exercised pursuant to Section 4.1 hereof by any person or
  persons other than the Employee, appropriate proof of the
  right of such person or persons to exercise the Option.
  
  Section 4.4 - Issuance of Stock
   The shares of Common Stock deliverable upon the exercise
  of the Option, or any portion thereof, may be either
  previously authorized but unissued shares or issued shares
  which have then been reacquired by the Company.  Such shares
  shall be fully paid and nonassessable.  The Company shall not
  be required to issue or deliver any certificate or
  certificates for shares of Common Stock purchased upon the
  exercise of the Option or portion thereof prior to fulfillment
  of all of the following conditions:
  
   (a)  The admission of such shares to listing on the New
  York Stock Exchange on which such class of stock is then
  listed;
  
   (b)  The completion of any registration or other
  qualification of such shares under any state or federal law or
  under rulings or regulations of the Securities and Exchange
  Commission or of any other governmental regulatory body, which
  the Committee shall, in its absolute discretion, deem
  necessary or advisable;
  
   (c)  The obtaining of any approval or other clearance
  from any state or federal governmental agency which the
  Committee shall, in its absolute discretion, determine to be
  necessary or advisable; and
  
   (d)  The lapse of such reasonable period of time
  following the exercise of the Option as the Committee may from
  time to time establish for reasons of administrative
  convenience.
  
  Section 4.5 - Termination of Employment for Misconduct
   If the employment of the Employee is terminated for
  fraud, embezzlement, theft, commission of a felony or
  dishonest conduct or is found to have disclosed confidential
  information of the Company or any Subsidiary, the Employee
  shall forfeit all unexercised Options and all exercised
  Options as to which the Company has not yet delivered the
  certificates.  In making such determination, the Committee
  shall act fairly and in utmost good faith and shall give full
  consideration of the facts presented on behalf of both the
  Company and the Employee.
  
                               ARTICLE V
                             MISCELLANEOUS
  
  Section 5.1 - Administration
   The Committee shall have the power to interpret the Plan
  and this Agreement and to adopt such rules for the
  administration, interpretation, and application of the Plan as
  are consistent therewith and to interpret or revoke any such
  rules.  All actions taken and all interpretations and
  determinations made by the Committee in good faith shall be
  final and binding upon the Employee, the Company and all other
  interested persons.  No member of the Committee shall be
  personally liable for any action, determination, or
  interpretation made in good faith with respect to the Plan or
  the Option.
  
  Section 5.2 - Options not Transferable
   Neither the Option nor any interest or right therein or
  part thereof shall be liable for the debts, contracts, or
  engagements of the Employee or his successors in interest or
  shall be subject to disposition by transfer, alienation,
  anticipation, pledge, encumbrance, assignment or any other
  means whether such disposition be voluntary or involuntary or
  by operation of law by judgment, levy, attachment, garnishment
  or any other legal or equitable proceedings (including
  bankruptcy) and any attempted disposition thereof shall be
  null and void and of no effect; provided, however, that this
  Section 5.2 shall not prevent transfer by will or by the
  applicable laws of descent and distribution.
  
  Section 5.3 - Withholding
   All amounts which, under federal, state or local law, are
  required to be withheld from the amount payable with respect
  to any Option shall be withheld by the Company.  Whenever the
  Company proposes or is required to issue or transfer shares of
  Common Stock, the Company shall have the right to require the
  recipient to remit to the Company an amount sufficient to
  satisfy any federal, state, or local withholding tax
  requirements prior to the delivery of any certificate or
  certificates for such shares.
  
  Section 5.4 - No Right of Continued Service
   Nothing in this Agreement or in the Plan shall confer
  upon the Employee any right to continue in the employ of the
  Company or shall interfere with or restrict in any way the
  rights of the Company, which are hereby expressly reserved, to
  discharge the Employee.
  
  Section 5.5 - Shares to be Reserved
   The Company shall at all times during the term of the
  Option reserve and keep available such number of shares of
  Common Stock as will be sufficient to satisfy the requirements
  of this Agreement.
  
  Section 5.6 - Notices
   Any notice to be given under the terms of this Agreement
  to the Company shall be addressed to the Company in care of
  its Secretary and any notice to be given to the Employee shall
  be addressed to the Employee at the address shown in the
  Company's personnel files.  By a notice given pursuant to this
  Section 5.6, either party may hereafter designate a different
  address for notices to be given to it or him.  Any notice
  which is required to be given to the Employee shall, if the
  Employee is then deceased, be given to the Employee's personal
  representative if such representative has previously informed
  the Company of the representative's status and address by
  written notice under this Section 5.6.  Any notice shall have
  been deemed duly given when delivered in person, deposited in
  first class United States mail, postage prepaid, or sent by
  overnight courier.
  
  Section 5.7 - Titles
   Titles are provided herein for convenience of reference
  only and are not to serve as a basis for interpretation or
  construction of this Agreement.
  
  Section 5.8 - Notification of Disposition
   With respect to shares acquired through the exercise of
  any incentive stock option, the Employee shall give prompt
  notice to the Company of any disposition or other transfer of
  such shares if such disposition or transfer is made (a) within
  two years from the date of granting the Option with respect to
  such shares or (b) within one year after the transfer of such
  shares to him.  Such notice shall specify the date of such
  disposition or other transfer and the amount realized, in
  cash, other property, assumption of indebtedness, or other
  consideration, by the Employee in such disposition or other
  transfer.
  
  Section 5.9 - Governing Law
   This Agreement shall be governed by and interpreted in
  accordance with the internal laws of the State of Delaware.
  
   IN WITNESS WHEREOF, the Company and the Employee have
  caused this Agreement to be executed and the Employee
  acknowledges receipt of a copy of the Plan and acceptance of
  an original copy of this Agreement.
  
  Attest:                         AYDIN CORPORATION
  
  
  _____________________  By: __________________________
       Secretary
                         Title: _______________________
  (SEAL)
  
                         _____________________________(SEAL)
                             Employee Signature
                         _____________________________
                          Employee Name (Please Print)
  
                         Employee's Taxpayer
                         Identification Number: ___________
Exhibit 4.4
  
                           AYDIN CORPORATION
                            STOCK BONUS PLAN
  
   1.   Purpose.  The purpose of this Stock Bonus Plan is to
  provide additional incentive and reward to officers and other
  key management employees who contribute materially to the
  success and growth of Aydin Corporation (the "Company") by
  their creativity, ability, industry and loyalty and to provide
  a means to encourage stock ownership and proprietary interest
  in the Company by such officers and key management employees.
  
   2.   Administration.  This Plan shall be administered by
  the Company's Board of Directors (the "Board").  It shall be
  the duty of the Board to conduct the general administration of
  this Plan in accordance with its provisions.  The Board shall
  have the power to interpret this Plan and to adopt the rules
  for the administration, interpretation and the application of
  this Plan as are consistent therewith and to interpret, amend
  or revoke any such rules.  The Board may act either by vote of
  a majority of its members at a meeting or by a memorandum or
  other written instrument signed by all members of the Board. 
  All actions taken and all interpretations and determinations
  made by the Board in good faith shall be final and binding
  upon the Plan Participants (as hereinafter defined) and all
  other interested persons.  No member of the Board shall be
  personally liable for any action, determination or
  interpretation made in good faith with respect to this Plan,
  and all members of the Board shall be protected by the Company
  with respect to any such action, determination or
  interpretation.
  
   3.   Plan Participants.  The Board shall possess the
  exclusive right to name the officers and other key management
  members who shall be designated as "Plan Participants" for
  purposes of this Plan.  The Board may delegate the right to
  name "Plan Participants" to any person or committee whom it
  shall designate.  Neither the adoption of this Plan nor the
  selection of any Plan Participant for participation in this
  Plan shall give a Plan Participant any right to be retained in
  the employ of the Company, and the right and power of the
  Company to dismiss or discharge any Plan Participant is
  specifically reserved.  No Plan Participant or any person
  claiming under or through him shall have any right or
  interest, whether vested or otherwise, in this Plan or any
  bonus hereunder, unless and until there has been compliance
  with all of the terms and conditions of this Plan and rules of
  the Board that affect the Plan Participant.
  
   4.   Amount of Bonus.  The Board shall have the sole
  discretion to determine the dollar amount of any bonus to be
  awarded under this Plan.  Recommendations for bonus awards
  shall be made to the Board pursuant to such procedures as may
  from time to time be prescribed by the Board.
  
   5.   Form of Bonus; Election of Plan Participant.  The
  Plan Participant shall have the election to be paid the full
  amount of the bonus awarded to such Plan Participant either
  (i) in cash or (ii) in shares of the Company's $1.00 par value
  Common Stock ("Common Stock") or a combination of cash and
  Common Stock.  If the Plan Participant elects to be paid the
  full amount or any portion of the bonus award in shares of
  Common Stock, the number of shares to which the Plan
  Participant shall be entitled shall be determined by dividing
  (x) the dollar amount of the bonus award, or portion thereof,
  as the case may be, for which shares of Common Stock are to be
  issued by (y) the Discounted Market Value.   For purposes of
  this Plan, "Discounted Market Value" shall be equal to 85% of
  the average of the per share closing prices of the Common
  Stock on the New York Stock Exchange on the 20 trading days
  immediately preceding the date that the Board determines the
  dollar amount of the bonus award for the Plan Participant.
  
        (a)  The Board shall promptly notify each Plan
  Participant of (i) the dollar amount of the bonus award; (ii)
  the Discounted Market Value per share of the Company's Common
  Stock; (iii) the maximum number of shares to which the Plan
  Participant is entitled if the Plan Participant elects to be
  paid the bonus award in shares of Common Stock; and (iv) the
  date by which the Plan Participant's written election to be
  paid the bonus in stock is required to be sent to the Company.
  
        (b)  The Plan Participant shall make the election to
  be paid the bonus award within 15 days following the date of
  the notice provided to the Plan Participant in accordance with
  the provisions of paragraph 5(a) hereof.  Such election shall
  be made in writing to the Secretary of the Company.  If no
  election is made by the expiration of such period, the bonus
  award shall be paid to the Plan Participant in cash.
  
   6.   Supplemental Cash Tax Gross-Up Bonus. 
  Contemporaneous with the transfer of any bonus shares and
  subject to the limitation hereinafter set forth, the Board, in
  its sole discretion, may determine to pay to any Plan
  Participant to whom bonus shares have been awarded a
  supplemental cash bonus.  Such supplemental cash bonus shall
  in no event be greater than an amount equal to (i) the product
  of the total fair market value of the shares received in any
  calendar year and the highest marginal income tax rate, (ii)
  divided by one minus the highest marginal income tax rate. 
  For this purpose, the term "highest marginal income tax rate"
  of any Plan Participant shall mean the sum of the highest
  marginal combined state and federal personal income tax rates
  (including any surtax rate as well as the Medicare health
  insurance tax rate imposed on employees under the Federal
  Insurance Contributions Act) applicable to such Plan
  Participant, as in effect for the calendar year in which the
  bonus is paid.  In accordance with Section 8 hereof, the
  Company shall withhold and remit from the tax gross-up bonus
  all required tax withholdings with respect to the bonus shares
  and the tax gross-up bonus itself.  Notwithstanding the
  foregoing, a tax gross-up bonus shall not be paid to a Plan
  Participant to the extent that the payment of such bonus would
  cause the Plan Participant's total compensation received from
  the Company to exceed the range of reasonable compensation, as
  determined by an independent consultant retained by the Board.
  
   7.   Common Stock Available for Bonuses.  The shares to
  be awarded under this Plan shall be made available from
  authorized and unissued shares or from the Company's treasury
  shares.  The total number of shares that may be awarded under
  this Plan may not exceed 500,000 shares.
  
   8.   Withholding.  All bonus awards of shares or cash, or
  combination thereof made to a Plan Participant under this Plan
  shall be net of whatever amount is sufficient to satisfy
  federal, state and local tax withholding requirements or if
  that is not possible, the Plan Participant shall otherwise
  provide for the satisfaction of such tax withholding
  requirements as a condition to the payment of any bonus award
  under this Plan.
  
        a.   In the event that a Plan Participant fails to
  satisfy the withholding and employment tax obligations arising
  in connection with a transfer of shares awarded under this
  Plan when requested by the Board, the Board may, pursuant to
  such rules as the Board may establish, reduce the number of
  shares to be transferred to the Plan Participant by such
  number of shares as the Board may deem appropriate in its sole
  discretion to satisfy such withholding and employment tax
  obligations or make such other arrangements as it deems
  satisfactory.
  
        b.   Notwithstanding any other provision of this
  Plan, the Board may impose such additional conditions on the
  payment of any withholding or employment tax obligations as
  may be required to satisfy applicable regulatory requirements,
  including, without limitation, Rule 16b-3 (or any successor
  provision) promulgated by the Securities and Exchange
  Commission.
  
   9.   Fringe Benefits.  By acceptance of any bonus under
  this Plan, each Plan Participant acknowledges that such bonus
  represents supplemental incentive compensation and that such
  bonus shall not be treated as base salary or other
  compensation for the purpose of the calculation of retirement
  benefits, life insurance or other fringe benefits provided by
  the Company, unless a written plan provision specifically
  provides to the contrary.
  
        10.  Expenses.  All expenses and costs in connection with
  the administration of this Plan shall be borne by the Company,
  and no part shall be charged to the Plan Participants.
  
        11.  Amendment.  The Board may discontinue or terminate
  this Plan in whole or in part at any time, or the Board may
  from time to time change or amend the Plan in such respects as
  the Board may deem advisable, in its sole discretion.  The
  fact that a director is or had been designated as a Plan
  Participant under this Plan shall not disqualify him from
  voting as a director for or against the Plan or for or against
  any change or amendment thereto.
  
        12.  Termination.  The Plan shall automatically terminate
  on the earliest of (A) December 31, 2007, (B) the date when
  all of the shares available for bonuses hereunder have been
  awarded or (C) any earlier date as the Board may determine in
  its sole discretion.
  
        13.  Securities and Other Laws.  No shares shall be
  transferred pursuant to this Plan unless and until all then
  applicable requirements imposed by federal and state
  securities laws and other laws, rules and regulations and by
  any regulatory agencies having jurisdiction and by any stock
  exchanges upon which the shares may be listed have been fully
  met.
  
        14.  Notices.  Any notice required or permitted hereunder
  shall be sufficiently given only if sent by first class mail,
  postage prepaid, or by a nationally recognized overnight
  delivery service, charges prepaid, addressed to the Company at
  its principal offices in Horsham, Pennsylvania and to the Plan
  Participant at the address on file with the Company on the
  date any bonus award is made hereunder, or to such other
  address as either party may hereafter designate in writing by
  notice similarly given by one party to the other.
  
        15.  Severability.  If any part of this Plan shall be
  determined to be invalid or void in any respect, such
  determination shall not affect, impair, invalidate or nullify
  the remaining provisions of this Plan, which shall continue in
  full force and effect, as if the invalid or void provision had
  not been included in the Plan.
  
        16.  Additional Terms.  The Board may impose such
  additional terms and conditions upon the award of bonuses
  under this Plan as the Board may determine, in its sole
  discretion, at the time it authorizes such awards.
  
        17.  Effective Date.  This Plan shall be effective on
  March 19, 1997, subject to Stockholder approval.
Exhibit 5
                      DUANE, MORRIS & HECKSCHER LLP
  
                             ATTONEYS AT LAW
  
                            ONE LIBERTY PLACE
                       PHILADELPHIA, PA 19103-7396
                             (215) 979-1000
  
                                    FAX
                              (215) 979-1020
  
  
                          July 14, 1997
  
  Aydin Corporation
  700 Dresher Road
  P.O. Box 349
  Horsham, PA 19044
  
        Re:  Aydin Corporation
             Form S-8 Registration Statement
  
  Gentlemen:
  
        As outside counsel for Aydin Corporation (the "Company"),
  a Delaware corporation, we have reviewed the Company's
  Registration Statement on Form S-8 (the "Registration
  Statement") relating to the offer and sale by the Company of
  up to 1,000,000 shares (the "Shares") of the Company's Common
  Stock, par value $1.00 per share, of which 500,000 Shares are
  available for issuance pursuant to the Company's 1996 Equity
  Incentive Plan and 500,000 Shares are available for issuance
  pursuant to the Company's Stock Bonus Plan (collectively, the
  "Plans"). 
  
        We have examined copies of the Company's Certificate of
  Incorporation and By-laws, as amended to date, the corporate
  minutes and other proceedings and records relating to the
  authorization, sale and issuance of the Shares, and such other
  documents and matters of law as we have deemed necessary or
  appropriate in order to render this opinion.
  
        Based upon the foregoing, it is our opinion that each of
  the Shares, when issued in accordance with the terms of the
  respective Plans and the options and awards granted
  thereunder, will be duly authorized, legally issued, fully
  paid and non-assessable.
  
        We hereby consent to the use of this opinion in the
  Registration Statement.
  
                             Sincerely,
  
                             /s/ DUANE, MORRIS & HECKSCHER LLP
  
  
  JWK:cxv
Exhibit 23.1
    
      CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                    
  We have issued our reports dated March 7, 1997 accompanying
  the consolidated financial statements and schedules
  incorporated by reference or included in the Annual Report of
  Aydin Corporation and Subsidiaries on Form 10-K for the year
  ended December 31, 1996.  We hereby consent to the
  incorporation by reference of said reports in the Registration
  Statement of Aydin Corporation on Form S-8, to be filed on
  July 14,1997.
  
                                 /s/ Grant Thornton LLP
  
                                 GRANT THORNTON LLP
                                 Philadelphia, Pennsylvania
                                 July 10, 1997