Registration No.
_____________________________________________________________________________
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           _________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                           _________________________

                           PARKER-HANNIFIN CORPORATION            
            (Exact name of registrant as specified in its charter)

          Ohio                                                34-0451060      
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                     17325 Euclid Avenue, Cleveland, Ohio 44112         
            (Address of principal executive offices including zip code)

                          PARKER-HANNIFIN CORPORATION
                         1993 STOCK INCENTIVE PROGRAM
                            (Full title of the plan)

                           Joseph D. Whiteman, Esq.
                 Vice President, General Counsel and Secretary
                          Parker-Hannifin Corporation
                              17325 Euclid Avenue
                            Cleveland, Ohio  44112        
                    (Name and address of agent for service)

                                (216) 531-3000                           
            (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                       Proposed    
 Title of                              maximum     
securities        Amount               offering     aggregate       Amount of
 to be            to be                price per    offering        registration
registered        registered           share        price           fee
______________________________________________________________________________
Common Stock,
par value
$.50 per share    2,000,000 shares(1)  $41.00(2)    $82,000,000(2)  $28,275.86
______________________________________________________________________________

(1)  Such additional indeterminable number of shares of Common Stock is hereby
     registered as may be required by reason of the anti-dilution provisions of
     the Parker-Hannifin Corporation 1993 Stock Incentive Program.

(2)  In accordance with Rule 475(h) of the General Rules and Regulations under
     the Securities Act of 1933, this estimate is made solely for the purpose
     of calculating the amount of the registration fee and is based on the
     average of the high and low prices of the Common Stock on the New York
     Stock Exchange on April 18, 1994.

Page 1 of 68                        Exhibit Index Appears on Sequential Page 9
<PAGE>
                                    Part II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by Parker-Hannifin Corporation
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:

     (1)   Annual Report on Form 10-K for the fiscal year ended June 30, 1993;

     (2)   Quarterly Reports on Form 10-Q for the quarters ended September 30,
           1993, and December 31, 1993;

     (3)   Current Report on Form 8-K filed with the Commission on April 14,
           1994; and

     (4)   The description of the Company's Common Stock, par value $.50 per
           share, including related Rights, contained in the Company's
           Registration Statement on Form 8-A filed with the Commission on
           February 6, 1987 and any amendments and reports filed for the
           purpose of updating that description.

     All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing of this registration statement and prior to the filing of a post-
effective amendment indicating that all securities offered under the Company's
1993 Stock Incentive Program have been sold or deregistering all securities 
then remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VII of the Company's Code of Regulations provides as follows:

     The Corporation shall indemnify, to the full extent permitted or 
authorized by the Ohio General Corporation Law as it may from time to time be 
amended, any person made or threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director, officer or employee of the Corporation, or is or was serving at the 
request of the Corporation as a director, trustee, officer or employee of 
another corporation, partnership, joint venture, trust or other enterprise.  
The indemnification provided by this Article VII shall not be deemed exclusive 
of any other rights to which any person seeking indemnification may be 
entitled under the articles of incorporation or the regulations, or any 
agreement, vote of shareholders or disinterested directors, or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office, and shall continue as to a person who has 
ceased to be a director, trustee, officer or employee and shall inure to the 
benefit of the heirs, executors and administrators of such a person.


                                     II-1
<PAGE>
   Section 1701.13(E) of the Ohio Revised Code provides as follows:

   (E)(1)   A corporation may indemnify or agree to indemnify any person who 
was or is a party or is threatened to be made party, to any threatened, 
pending, or completed action, suit, or proceeding, whether civil, criminal, 
administrative, or investigative, other than an action by or in the right of 
the corporation, by reason of the fact that he is or was a director, officer, 
or employee, or agent of the corporation, or is or was serving at the request 
of the corporation as a director, trustee, officer, employee, or agent of 
another corporation, domestic or foreign, nonprofit or for profit, 
partnership, joint venture, trust or other enterprise, against expenses, 
including attorneys' fees, judgments, fines, and amounts paid in settlement 
actually and reasonably incurred by him in connection with such action, suit, 
or proceeding if he acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the corporation, 
and with respect to any criminal action or proceeding, had no reasonable 
cause to believe his conduct was unlawful.  The termination of any action, 
suit, or proceeding by judgment, order, settlement, conviction, or upon a plea 
of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which he 
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     (2)   A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in 
connection with the defense or settlement of such action or suit if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation, except that no indemnification shall 
be made in respect of any of the following:

          (a)  Any claim, issue, or matter as to which such person is adjudged
    to be liable for negligence or misconduct in the performance of his duty
    to the corporation unless, and only to the extent that the court of common
    pleas or the court in which such action or suit was brought determines
    upon application that, despite the adjudication of liability, but in view
    of all the circumstances of the case, such person is fairly and reasonably
    entitled to indemnity for such expenses as the court of common pleas or
    such other court shall deem proper;

          (b)  Any action or suit in which the only liability asserted against
    a director is pursuant to Section 1701.95 of the Revised Code.
  
     (3)   To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in divisions (E)(1) and (2) of this section, or in
defense of any claim, issue, or matter therein, he shall be indemnified against

                                     II-2
<PAGE>
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.

     (4)   Any indemnification under divisions (E)(1) and (2) of this section,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in divisions (E)(1) and 
(2) of this section.  Such determination shall be made as follows:

          (a)  By a majority vote of a quorum consisting of directors of the
    indemnifying corporation who were not and are not parties to or threatened
    with any such action, suit, or proceeding;

          (b)  If the quorum described in division (E)(4)(a) of this section
    is not obtainable or if a majority vote of a quorum of disinterested
    directors so directs, in a written opinion by independent legal counsel
    other than an attorney, or a firm having associated with it an attorney,
    who has been retained by or who has performed services for the corporation 
    or any person to be indemnified within the past five years;

          (c)  By the shareholders; or

          (d)  By the court of common pleas or the court in which such action,
    suit, or proceeding was brought.

     Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.

        (5)(a)   Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in divisions (E)(1) and 
(2) of this section, the articles or the regulations of a corporation state by
specific reference to this division that the provisions of this division do not
apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to Section 1701.95 of the Revised Code, 
expenses, including attorney's fees, incurred by a director in defending the 
action, suit, or proceeding shall be paid by the corporation as they are 
incurred, in advance of the final disposition of the action, suit, or 
proceeding upon receipt of an undertaking by or on behalf of the director in 
which he agrees to do both of the following:

                (i)  Repay such amount if it is proved by clear and convincing
          evidence in a court of competent jurisdiction that his action or
          failure to act involved an act or omission undertaken with
          deliberate intent to cause injury to the corporation or undertaken
          with reckless disregard for the best interests of the corporation;

                                     II-3

<PAGE>
                (ii) Reasonably cooperate with the corporation concerning the
          action, suit, or proceeding.

          (b)   Expenses, including attorney's fees, incurred by a director,
    trustee, officer, employee, or agent in defending any action, suit, or
    proceeding referred to in divisions (E)(1) and (2) of this section, may be
    paid by the corporation as they are incurred, in advance of the final
    disposition of the action, suit, or proceeding as authorized by the
    directors in the specific case upon receipt of an undertaking by or on
    behalf of the director, trustee, officer, employee, or agent to repay such
    amount, if it ultimately is determined that he is not entitled to be
    indemnified by the corporation.

     (6)   The indemnification authorized by this section shall not be 
exclusive of, and shall be in addition to any other rights granted to those 
seeking indemnification under the articles or the regulations or any 
agreement, vote of shareholders or disinterested directors, or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office, and shall continue as to a person who has 
ceased to be a director, trustee, officer, employee, or agent and shall inure 
to the benefit of the heirs, executors, and administrators of such a person.

     (7)   A corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit, or 
self-insurance, on behalf of or for any person who is or was a director, 
officer, employee, or agent of the corporation, or is or was serving at the 
request of the corporation as a director, trustee, officer, employee, or agent 
of another corporation, domestic or foreign, nonprofit or for profit, 
partnership, joint venture, trust, or other enterprise against any liability 
asserted against him and incurred by him in any such capacity, or arising out 
of his status as such, whether or not the corporation would have the power to 
indemnify him against such liability under this section.  Insurance may be 
purchased from or maintained with a person in which the corporation has a 
financial interest.

     (8)   The authority of a corporation to indemnify persons pursuant to
divisions (E)(1) and (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to divisions (E)(5), (6), and (7) of this section. 
Divisions (E)(1) and (2) of this section do not create any obligation to repay
or return payments made by the corporation pursuant to divisions (E)(5), (6), 
or (7).

     (9)   As used in this division, references to "corporation" include all
constituent corporations in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee, or
agent of such a constituent corporation, or is or was serving at the request of
such constituent corporation as a director, trustee, officer, employee, or 
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise shall stand in the same
position under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same 
capacity.



                                     II-4
<PAGE>

     Under the terms of an Executive Liability and Indemnification Insurance
Policy, filed as Exhibit 10(d) to the Registrant's Form 10-K for the fiscal 
year ended June 30, 1986, to which reference is hereby made, each director and 
certain officers of the Registrant are insured against certain liabilities, 
including liabilities arising under the Securities Act of 1933, as amended 
(the "1933 Act").

     Under the terms of an Indemnification Agreement, filed as Exhibit 10(c) to
the Registrant's Form 10-K for the fiscal year ended June 30, 1987, to which
reference is hereby made, each Director and certain officers of the Registrant
are insured against certain liabilities, including liabilities arising under 
the 1933 Act.

Item 8.  EXHIBITS.


Exhibit No.                 Description of Exhibit

   4(a)     Amended Articles of Incorporation of the Company as of October 22,
            1986.

   4(b)     Code of Regulations of the Company revised as of October, 1985.

   4(c)     Rights Agreement dated as of February 10, 1987 between the Company
            and Ameritrust Company National Association.

   5        Opinion of Counsel

  23(a)     Consent of Independent Auditors

  23(b)     Consent of Counsel (included in Exhibit 5)

  24        Power of Attorney

Item 9.  UNDERTAKINGS

  (a) The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:  (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental 
change in the information set forth in the registration statement; (iii) to 
include any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material change to 
such information in the registration statement; provided, however, that 
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement 
is on Form S-3 or Form S-8, and the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in the 
registration statement.

                                     II-5
<PAGE>
      (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

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

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

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


                                     II-6
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Cleveland, State of 
Ohio, on this 20th day of April, 1994.


                                          PARKER-HANNIFIN CORPORATION



                                          By:   Joseph D. Whiteman
                                                Joseph D. Whiteman
                                                Vice President, General Counsel
                                                and Secretary




     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the 
capacities and on the date indicated.

      Officers and Directors of Parker-Hannifin Corporation:


PATRICK S. PARKER, Chairman of the Board and Director; DUANE E. COLLINS,
President, Chief Executive Officer and Director; MICHAEL J. HIEMSTRA, Vice
President-Finance and Administration and Principal Financial Officer; HAROLD C.
GUERITEY, JR., Controller and Principal Accounting Officer; JOHN G. BREEN,
Director; PAUL C. ELY, JR., Director; ALLEN H. FORD, Director; FRANK A. LePAGE,
Director; PETER W. LIKINS, Director; ALLAN L. RAYFIELD, Director; PAUL G.
SCHLOEMER, Director; WOLFGANG R. SCHMITT, Director; WALTER SEIPP, Director; and
DENNIS W. SULLIVAN, Director


      This registration statement has been signed on behalf of the above-named
directors and officers of the Company by Joseph D. Whiteman, Vice President,
General Counsel and Secretary of the Company, as attorney-in-fact pursuant to a
power of attorney filed with the Securities and Exchange Commission as Exhibit
24 to this registration statement.


DATED:  April 20, 1994                    By:   Joseph D. Whiteman
                                                Joseph D. Whiteman
                                                Attorney-in-Fact



                                     II-7
<PAGE>
                                 EXHIBIT INDEX

                                                               Page Number
Exhibit                                                        in Sequentially
Number                        Exhibit Description              Numbered Copy 

 4(a)          Amended Articles of Incorporation of the
               Company as of October 22, 1986.                       10

 4(b)          Code of Regulations of the Company revised
               as of October, 1985.                                  22

 4(c)          Rights Agreement, dated as of February 10,
               1987, between the Company and Ameritrust
               Company National Association.                         27

 5             Opinion of Counsel                                    66

23(a)          Consent of Independent Auditors                       67

23(b)          Consent of Counsel (included in Exhibit 5)            ---

24             Power of Attorney                                     68



                                     II-8
<PAGE>

                                  EXHIBIT 4(a)


AMENDED ARTICLES OF INCORPORATION OF PARKER-HANNIFIN CORPORATION


FIRST. The name of this Corporation is Parker-Hannifin Corporation.

SECOND. The place in the State of Ohio where its principal office is 
located is the City of Cleveland, in Cuyahoga County.

THIRD. The purpose or purposes for which it is formed are:

1. To buy or otherwise acquire, produce, manufacture, assemble, repair,
or otherwise process, and to sell, lease, or otherwise dispose of, and
generally to deal in machinery, equipment, pipe fittings, valves,
mechanical appliances, and parts therefor of every kind and description.

2. To manufacture, compound, refine, fabricate, prepare, process,
convert, or otherwise turn substances of every kind and description into
compounds, combinations, forms, and products of any kind which can be
developed or made therefrom.

3. To undertake, conduct, assist, promote, and participate in every kind
of chemical, industrial, manufacturing, mercantile, or mining 
enterprise, business, undertaking, venture, or operation in any state,
territory, dependency, or colony of the United States, or its insular 
possessions, or in the District of Columbia, or in any foreign country.

4. To acquire by purchase or otherwise and to own, hold, improve,
develop, maintain, use, lease, sell, convey, transfer, mortgage,
guarantee, pledge, exchange, or otherwise deal in or dispose of real and 
personal property, tangible or intangible, including minerals of all 
kinds, of any character whatsoever, including, but not by way of
limitation, letters patent, patent rights, copyrights, licenses, and
franchises, and any or all interests of rights therein.

5. To purchase, apply for, register, obtain, or otherwise acquire, and 
to hold, own, use, operate, develop, and introduce, and to sell, lease, 
assign, pledge, or in any manner dispose of, and in any manner to deal 
with and contract with reference to applications for letters patent, 
patents, patent rights, patented processes, designs, and similar rights, 
copyrights, trademarks, trade names, and similar rights granted by the 
United States or any other government or country, or any interest 
therein, or any inventions, and to acquire, own, use, or in any manner
dispose of any and all inventions, improvements, and processes, labels, 
designs, marks, brands, or other rights, and to work, operate, or 
develop the same.

6. To acquire by purchase, subscription, or otherwise, and to own, hold, 
invest in, sell, negotiate, assign, exchange, dispose of, transfer, 
pledge, hypothecate, mortgage, guarantee, deal in, lend, or borrow money 
upon all forms and kinds of securities, shares of stock, scrip, bonds, 
coupons, debentures, mortgages, notes, commercial paper, trust 
certificates, land trust certificates, certificates of interest, 
certificates of deposit, certificates of indebtedness, bills receivable, 
accounts receivable, contracts, obligations, investments, warrants,

                                    - 1 -
<PAGE>
and interim receipts and certificates issued or created by, or claims 
against, any person, firm, corporation, joint stock company, trust, or
association, public or private, wherever or however organized or 
created, or any nation, state, municipality, or political subdivision 
thereof, and to issue in exchange therefor, in any manner permitted by
law, shares of the capital stock, bonds, or other obligations of this 
Corporation; and, while the holder or owner of any such securities or 
property, to possess and exercise in respect thereof any and all rights, 
powers, and privileges of ownership, including all voting, consenting, 
or other rights in or in respect thereof.

7. To promote, carry on, or participate with others in the organization, 
merger, consolidation, financing, liquidation, realization, or 
reorganization of corporations, partnerships, or associations engaged in 
any lawful business enterprise; to become interested in or participate 
with others in any subscription, underwriting, or syndicate; and to 
enter into contracts, whether alone or with others, for the purchase, 
issuance, and sale of any securities, property, or rights.

8. To make, enter into, perform and carry out any arrangements, 
contracts, and/or agreements of every kind, for any lawful purpose, 
without limit as to amount or otherwise, with any corporation, 
association, partnership, firm, trustee, syndicate, individual, and/or 
any political or governmental division or subdivision, domestic or
foreign; to obtain therefrom or otherwise to acquire by purchase, lease, 
assignment, or otherwise any powers, rights, privileges, immunities, 
franchises, guaranties, grants, and concessions; to hold, own, exercise, 
exploit, dispose of, and realize upon the same; and to undertake, 
conduct, operate, or participate in any business dependent thereon.

9. To borrow or acquire, in any manner permitted by law, money for any 
of the purposes of this Corporation, with or without security, and to 
mortgage, pledge, hypothecate, encumber in any manner, and/or place in 
the hands of trustees, as security for the payment of money borrowed or 
in fulfillment of any obligation of this Corporation, any or all 
property and assets which this Corporation may own or acquire; to draw, 
make, accept, endorse, discount and have discounted, execute, issue, and 
deal in every lawful manner in promissory notes, bills of exchange, 
debentures, bonds, warrants, scrip, drafts, and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to secure the 
payment of any thereof, together with interest thereon, by pledge,
mortgage, conveyance, or assignment of the whole or any part of the
property and assets of this Corporation, whether at the time owned or 
thereafter acquired.

10. To lend money on time or call and with or without collateral 
security, and to give credit to individuals, firms, corporations, 
associations, or co-partnerships, and to municipalities, states, nations 
or any political subdivisions thereof, and to realize upon any property 
taken by the Corporation as collateral security for any loans.


11. To cause or allow the legal title and/or estate, right, or interest
in any property, whether real, personal, or mixed, owned, acquired,

                                    - 2 -
<PAGE>
controlled, or operated by the Corporation, to remain or to be vested or 
registered in the name of or operated by any person, firm, association,
or corporation, domestic or foreign, formed or to be formed, either upon 
trust for or as agents or nominees of this Corporation or upon any other 
proper terms or conditions which the Board of Directors may consider for 
the benefit of the Corporation.

12. To purchase its own shares in accordance with the provisions of the 
Ohio General Corporation Law, by action of its Board of Directors, and 
without action by its shareholders, such purchases to be made either in 
the open market or at public or private sale, in such manner and 
amounts, from such holder or holders of outstanding shares of the 
Corporation, and at such prices as the Board of Directors shall from 
time to time determine.

13. To have one or more offices or plants, to carry on and conduct all 
or any part of its operations and business, without restriction or
limitation as to amount, both within and without the State of Ohio; and 
this Corporation may qualify under the laws of, be domiciled in, and 
conduct any or all of its business in any city, state, commonwealth,
district, territory, or colony of the United States, and in any or all
foreign countries.

14. To do any one or more of the acts and things expressed in this 
Article THIRD either as principal or as agent or representative for any 
other person, firm, association, corporation, municipality, county, 
state, body politic, government, or dependency thereof.

15. In general to do any and all things herein set forth and, in 
addition, such other acts and things as are incident or conducive to the 
attainment of the purposes of this Corporation, or any of them, to the 
same extent that natural persons lawfully might or could do in any part 
of the world, insofar as such acts and things are not inconsistent with 
the provisions of the laws of the State of Ohio.

The objects and purposes specified in the foregoing clauses of this 
Article THIRD shall be construed both as objects and powers, and shall, 
except where otherwise expressed, be in no wise limited or restricted by 
reference to, or inference from, the terms of any other clause in this 
Article THIRD or elsewhere in these Amended Articles of Incorporation, 
but the objects and purposes specified in each of the foregoing clauses 
of this Article THIRD shall be regarded as independent objects and 
purposes and shall not be held to limit or restrict in any way the
general powers of the Corporation to do any act permitted by the laws of 
the State of Ohio.


FOURTH. The authorized number of shares of the Corporation is 
153,000,000 consisting of 3,000,000 shares of Serial Preferred Stock of 
the par value of $.50 per share (hereinafter called "Serial Preferred 
Stock") and 150,000,000 Common Shares of the par value of $.50 per share 
(hereinafter called "Common Shares").

                                    - 3 -
<PAGE>

The shares of each class shall have the following express terms:

DIVISION A
EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

1. The Serial Preferred Stock may be issued from time to time in series. 
All shares of Serial Preferred Stock of any one series shall be 
identical with each other in all respects, except as to the date from 
which dividends thereon shall be cumulative.  All shares of Serial
Preferred Stock shall rank equally and shall be identical, except in 
respect of the matters that may be fixed by the Board of Directors as 
hereinafter provided. Subject to the provisions of sections 2 to 8, both 
inclusive, of this Division A, which provisions shall apply to all 
shares of Serial Preferred Stock, the Board of Directors is hereby 
authorized to cause such shares of Serial Preferred Stock to be issued 
in one or more series and with respect to each such series prior to the 
issuance thereof to fix:

(a) The designation of the series, which may be by distinguishing 
number, letter or title.

(b) The number of shares of the series, which number the Board of 
Directors may increase or decrease, except where otherwise provided in 
the creation of the series.

(c) The dividend rate of the series.

(d) The dates at which dividends, if declared, shall be payable, and the 
dates from which dividends shall be cumulative.

(e) The liquidation price of the series.

(f) The redemption rights and price or prices, if any, for shares of the 
series.

(g) The terms and amount of any sinking fund provided for the purchase 
or redemption of shares of the series.

(h) Whether the shares of the series shall be convertible into Common 
Shares, and, if so, the conversion price or prices and the adjustments 
thereof, if any, and all other terms and conditions upon which such
conversion may be made.

(i) Restrictions (in addition to those set forth in sections 6 (b) and 
6 (c) of this Division A) on the issuance of shares of the same series 
or of any other class or series.

The Board of Directors is authorized to adopt from time to time 
amendments to the Articles of Incorporation of the Corporation fixing, 
with respect to each such series, the matters specified in clauses 
(a) to (i) both inclusive of this section 1.

                                    - 4 -
<PAGE>
2. The holders of Serial Preferred Stock of each series, in preference 
to the holders of Common Shares and any other class of shares ranking 
junior to the Serial Preferred Stock, shall be entitled to receive out 
of any funds legally available and when and as declared by the Board of 
Directors cash dividends at the rate (and no more) for such series fixed 
in accordance with the provisions of section 1 of this Division A, 
payable quarterly on the dates fixed for such series. Such dividends 
shall be cumulative, in the case of shares of each particular series, 
from and after the date or dates fixed with respect to such series. No 
dividends may be paid upon or declared and set apart for any of the 
Serial Preferred Stock for any quarterly dividend period unless at the 
same time a like proportionate dividend for the same quarterly dividend 
period, ratably in proportion to the respective annual dividend rates
fixed therefor, shall be paid upon or declared or set apart for all 
Serial Preferred Stock of all series then outstanding and entitled to 
receive such dividend.

3. So long as any Serial Preferred Stock is outstanding, no dividend, 
except a dividend payable in Common Shares or any other shares of the 
Corporation ranking junior to the Serial Preferred Stock, shall be paid 
or declared or any distribution be made except as aforesaid on the 
Common Shares or any other shares of the Corporation ranking junior to 
the Serial Preferred Stock, nor shall any Common Shares or any other 
shares of the Corporation ranking junior to the Serial Preferred Stock 
be purchased, retired or otherwise acquired by the Corporation (except 
out of the proceeds of the sale of Common Shares or any other shares of 
the Corporation ranking junior to the Serial Preferred Stock received by 
the Corporation subsequent to June 30, 1967):

(a) Unless all accrued and unpaid dividends on the Serial Preferred 
Stock, including the full dividends for the current quarterly dividend 
period, shall have been declared and paid or a sum sufficient for 
payment thereof set apart; and

(b) Unless there shall be no default with respect to the redemption of 
Serial Preferred Stock of any series from, and no default with respect 
to any required payment into, any sinking fund provided for shares of 
such series in accordance with the provisions of section 1 of this 
Division A.

4. (a) Subject to the express terms of each series and to the provisions 
of section 6(b) (iii) of this Division A, the Corporation (i) may from 
time to time redeem all or any part of the Serial Preferred Stock of any 
series at the time outstanding at the option of the Board of Directors 
at the applicable redemption price for such series fixed in accordance 
with the provisions of section 1 of this Division A, or (ii) shall from 
time to time make such redemptions of the Serial Preferred Stock as may 
be required to fulfill the requirements of any sinking fund
provided for shares of such series at the applicable sinking fund 
redemption price fixed in accordance with the provisions of section 1 of 
this Division A, together in each case with accrued and unpaid dividends 


                                    - 5 -
<PAGE>
to the redemption date.

(b) Notice of every such redemption shall be mailed, by first class 
mail, postage prepaid, to the holders of record of the Serial Preferred 
Stock to be redeemed at their respective addresses then appearing on the
books of the Corporation, not less than 30 nor more than 60 days prior 
to the date fixed for such redemption. At any time before or after 
notice has been given as above provided, the Corporation may deposit the 
aggregate redemption price of the shares of Serial Preferred Stock to be 
redeemed, together with accrued and unpaid dividends thereon to the 
redemption date, with any bank or trust company in Cleveland, Ohio, or 
New York, New York, having capital and surplus of more than $5,000,000, 
named in such notice, directed to be paid to the respective holders of 
the shares of Serial Preferred Stock so to be redeemed, in amounts equal 
to the redemption price of all shares of Serial Preferred Stock so to be 
redeemed, together with accrued and unpaid dividends thereon to the 
redemption date, on surrender of the stock certificate or certificates 
held by such holders, and upon the giving of such notice and the making 
of such deposit such holders shall cease to be shareholders with respect 
to such shares, and after such notice shall have been given and such 
deposit shall have been made such holders shall have no interest in or
claim against the Corporation with respect to such shares except only to 
receive such money from such bank or trust company without interest or 
the right to exercise, before the redemption date, any unexpired rights 
of conversion. In case less than all of the outstanding shares of Serial 
Preferred Stock are to be redeemed, the Corporation shall select by 
lot the shares so to be redeemed in such manner as shall be prescribed 
by its Board of Directors.

If the holders of shares of Serial Preferred Stock which shall have been 
called for redemption shall not, within six years after such deposit, 
claim the amount deposited for the redemption thereof, any such bank or 
trust company shall, upon demand, pay over to the Corporation such 
unclaimed amounts and thereupon such bank or trust company and the 
Corporation shall be relieved of all responsibility in respect thereof 
and to such holders.

(c) Any shares of Serial Preferred Stock which are redeemed by the 
Corporation pursuant to the provisions of this section 4 of this 
Division A and any shares of Serial Preferred Stock which are purchased 
and delivered in satisfaction of any sinking fund requirements provided 
for shares of such series and any shares of Serial Preferred Stock which 
are converted in accordance with their express terms shall be cancelled 
and not reissued.  Any shares of Serial Preferred Stock otherwise 
acquired by the Corporation shall be restored to the status of
authorized and unissued shares of Serial Preferred Stock without serial 
designation.

5. (a) The holders of Serial Preferred Stock of any series shall, in
case of liquidation, dissolution or winding up of the Corporation, be 
entitled to receive in full out of the assets of the Corporation, 

                                    - 6 -
<PAGE>
including its capital, before any amount shall be paid or distributed 
among the holders of Common Shares or any other shares ranking junior
to the Serial Preferred Stock, the amounts fixed with respect to shares 
of such series in accordance with Section 1 of this Division A, plus in 
any such event an amount equal to all dividends accrued and unpaid 
thereon to the date of payment of the amount due pursuant to such 
liquidation, dissolution or winding up of the Corporation. In case
the net assets of the Corporation legally available therefor are 
insufficient to permit the payment upon all outstanding shares of Serial 
Preferred Stock of the full preferential amount to which they are 
respectively entitled, then such net assets shall be distributed ratably 
upon outstanding shares of Serial Preferred Stock in proportion to the 
full preferential amount to which each such share is entitled.

After payment to holders of Serial Preferred Stock of the full 
preferential amounts as aforesaid, holders of Serial Preferred Stock as 
such shall have no right or claim to any of the remaining assets of the 
Corporation.

(b) The merger or consolidation of the Corporation into or with any 
other corporation, or the merger of any other corporation into it, or 
the sale, lease, or conveyance of all or substantially all of the 
property or business of the Corporation, shall not be deemed to be a 
dissolution, liquidation or winding up of the Corporation for the
purposes of this Section 5 of this Division A.

6. (a) The holders of Serial Preferred Stock shall be entitled to one 
vote for each share of such stock upon all matters presented to 
shareholders; and, except as otherwise provided herein or required by 
law, the holders of Serial Preferred Stock and the holders of Common 
Shares shall vote together as one class on all matters.

If, and so often as, the Corporation shall be in default in the payment 
of the equivalent of six quarterly dividends (whether or not 
consecutive) on any series of Serial Preferred Stock at the time 
outstanding, whether or not earned or declared, the holders of Serial 
Preferred Stock of all series voting separately as a class and in 
addition to all other rights to vote for Directors shall be entitled to 
elect, as herein provided, two members of the Board of Directors of the 
Corporation; provided, however, that the holders of shares of Serial 
Preferred Stock shall not have or exercise such special class voting 
rights except at meetings of the shareholders for the election of
Directors at which the holders of not less than a majority of the
outstanding shares of Serial Preferred Stock of all series are present 
in person or by proxy; and provided further that the special class 
voting rights provided for herein when the same shall have become vested 
shall remain so vested until all accrued and unpaid dividends on
the Serial Preferred Stock of all series then outstanding shall have 
been paid, whereupon the holders of Serial Preferred Stock shall be 
divested of their special class voting rights in respect of subsequent 
elections of Directors, subject to the revesting of such special class 
voting rights in the event herein above specified in this section 6 (a).

In the event of default entitling the holders of Serial Preferred Stock 

                                    - 7 -
<PAGE>
to elect two Directors as above specified, a special meeting of the 
shareholders for the purpose of electing such Directors shall be called 
by the Secretary of the Corporation upon written request of, or may be 
called by, the holders of record of at least 10% of the shares of Serial 
Preferred Stock of all series at the time outstanding, and notice 
thereof shall be given in the same manner as that required for the 
annual meeting of shareholders; provided, however, that the Corporation 
shall not be required to call such special meeting if the annual meeting 
of shareholders shall be held within 90 days after the date of receipt 
of the foregoing written request from the holders of Serial Preferred 
Stock. At any meeting at which the holders of Serial Preferred Stock 
shall be entitled to elect Directors, the holders of not less than a 
majority of the outstanding shares of Serial Preferred Stock of all 
series, present in person or by proxy, shall be sufficient to constitute 
a quorum, and the vote of the holders of a majority of such shares so 
present at any such meeting at which there shall be a quorum shall be
sufficient to elect the members of the Board of Directors which the 
holders of Serial Preferred Stock are entitled to elect as herein before 
provided.

The two Directors who may be elected by the holders of Serial Preferred 
Stock pursuant to the foregoing provision shall be in addition to any 
other Directors then in office or proposed to be elected otherwise than
pursuant to such provisions, and nothing in such provisions shall 
prevent any change otherwise permitted in the total number of Directors 
of the Corporation or require the resignation of any Director elected 
otherwise than pursuant to such provisions.

(b) The vote or consent of the holders of at least two-thirds of the 
then outstanding shares of Serial Preferred Stock, given in person or by 
proxy, either in writing or at a meeting called for the purpose at which 
the holders of Serial Preferred Stock shall vote separately as a class, 
shall be necessary to effect any one or more of the following (but so 
far as the holders of Serial Preferred Stock are concerned, such action 
may be effected with such vote or consent):

(i) Any amendment, alteration or repeal of any of the provisions of the 
Articles of Incorporation or of the Code of Regulations of the 
Corporation which affects adversely the voting powers, rights or 
preferences of the holders of Serial Preferred Stock; provided, however, 
that for the purpose of this clause (i) only, neither the amendment of 
the Articles of Incorporation of the Corporation to authorize, or to 
increase the authorized or outstanding number of shares of, Serial 
Preferred Stock or of any shares of any class ranking on a parity
with or junior to the Serial Preferred Stock, nor the increase by the 
shareholders pursuant to the Code of Regulations of the number of 
Directors of the Corporation shall be deemed to affect adversely the 
voting powers, rights or preferences of the holders of Serial Preferred 
Stock; and provided further, that if such amendment, alteration or 
repeal affects adversely the rights or preferences of one or more but 
not all then outstanding series of Serial Preferred Stock, only the vote 
or consent of the holders of at least two-thirds of the number of the 
then outstanding shares of the series so affected shall be required;

                                    - 8 -
<PAGE>
(ii) The authorization of, or the increase in the authorized number of, 
any shares of any class ranking prior to the Serial Preferred Stock; or

(iii) The purchase or redemption (whether for sinking fund purposes or 
otherwise) of less than all the then outstanding shares of Serial 
Preferred Stock except in accordance with a purchase offer made to all
holders of record of Serial Preferred Stock, unless all dividends on all 
Serial Preferred Stock then outstanding for all previous quarterly 
dividend periods shall have been declared and paid or funds therefor
set apart and all accrued sinking fund obligations applicable to all 
Serial Preferred Stock shall have been complied with.

(c) The vote or consent of the holders of at least a majority of the 
then outstanding shares of Serial Preferred Stock, given in person or by 
proxy, either in writing or at a meeting called for the purpose at which 
the holders of Serial Preferred Stock shall vote separately as a class, 
shall be necessary (but so far as the holders of Serial Preferred Stock 
are concerned such action may be effected with such vote or consent) to 
authorize any shares ranking on a parity with the Serial Preferred Stock 
or an increase in the authorized number of shares of Serial Preferred 
Stock.

7. No holder of Serial Preferred Stock of any series shall be entitled 
as such as a matter of right to subscribe for or purchase any part of 
any issue of shares of the Corporation, of any class whatsoever, or any 
part of any issue of securities convertible into shares of the 
Corporation, of any class whatsoever, and whether issued for cash,
property, services, or otherwise.

8. For the purposes of this Division A:

(a) Whenever reference is made to shares "ranking prior to the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends or as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation are given preference over the rights of the holders of 
Serial Preferred Stock.

(b) Whenever reference is made to shares "on a parity with the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends or as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation on an equality with the rights of the holders of Serial 
Preferred Stock.

(c) Whenever reference is made to shares "ranking junior to the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends and as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 

                                    - 9 -
<PAGE>
Corporation are junior or subordinate to the rights of the holders of 
Serial Preferred Stock.

DIVISION B
EXPRESS TERMS OF COMMON SHARES

1. The Common Shares shall be subject to the express terms of the Serial 
Preferred Stock and any series thereof.  Each Common Share shall be 
equal to every other Common Share.  The holders of Common Shares shall 
be entitled to one vote for each share held by them upon all matters 
presented to the shareholders.

2. No holder of Common Shares shall be entitled as such as a matter of 
right to subscribe for or purchase any part of any issue of shares of 
the Corporation, of any class whatsoever, or any part of any issue of 
securities convertible into shares of the Corporation, of any class 
whatsoever, and whether issued for cash, property, services or 
otherwise.

FIFTH.

A. A Business Combination (as hereinafter defined) shall be authorized 
and approved by the affirmative vote of the holders of not less than 
eighty percent (80%) of the outstanding shares of the Corporation 
entitled to vote generally in elections of Directors; provided, however, 
that the eighty percent (80%) voting requirement shall not be applicable
if:

1. The Board of Directors of the Corporation by affirmative vote, which 
shall include not less than a majority of the entire number of 
Continuing Directors (as hereinafter defined), (a) has approved in 
advance the acquisition of those outstanding shares of the Corporation 
which caused the Interested Party (as hereinafter defined) to become
an Interested Party or (b) has approved the Business Combination; or

2. The Business Combination is a merger or consolidation and the cash or 
Fair Market Value of other consideration to be received per share by 
holders of the Common Shares and, if outstanding, the Serial Preferred 
Stock of the Corporation in said merger or consolidation is not less 
than an amount equal to (a) the highest of (i) the highest per share 
price, including commissions, paid by the Interested Party for any 
shares of the same class or series during the two-year period ending on 
the date of the most recent purchase by the Interested Party of any such 
shares, (ii) the highest sales price reported for shares of the same class or 
series traded on a national securities exchange or in the over-the-
counter market during the two-year period preceding the first public 
announcement of the proposed Business Combination, or (iii) in the case 
of the Serial Preferred Stock, the amount of the per share liquidation 
preference, plus (b) interest compounded annually from the date on which 
the Interested Party became an Interested Party through the date of the 
Business Combination (the "Interest Period") at the average discount 
interest rate on six-month U.S. Treasury Bills, as published each week, 
less (c) the aggregate amount of any cash dividends paid on the shares 
of the same class or series during the Interest Period, in an amount up 

                                    - 10 -
<PAGE>
to but not exceeding the amount of interest so payable per share under 
clause (b) hereof.

B. For purposes of this Article Fifth:

1. The term "Business Combination" shall mean (a) any merger or 
consolidation of the Corporation or a subsidiary of the Corporation with 
or into an Interested Party, (b) any merger or consolidation of an 
Interested Party with or into the Corporation or a subsidiary, (c) any 
sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) in which an Interested 
Party is involved, of any of the assets either of the Corporation 
(including without limitation any voting securities of a subsidiary) or 
of a subsidiary having a Fair Market Value in excess of $20,000,000, 
(d) the adoption of any plan or proposal for the liquidation or 
dissolution of the Corporation proposed by or on behalf of any 
Interested Party, (e) the issuance or transfer (in one transaction or a 
series of transactions) by the Corporation or a subsidiary of the 
Corporation to an Interested Party of any securities of the Corporation 
or such subsidiary, which securities have a Fair Market Value of 
$20,000,000 or more, or (f) any recapitalization, reclassification, 
merger or consolidation involving the Corporation or a subsidiary of the
Corporation that would have the effect of increasing, directly or 
indirectly, the Interested Party's voting power in the Corporation or 
such subsidiary.
2. The term "Interested Party" shall mean and include (a) any 
individual, corporation, partnership, trust or other person or entity 
which, together with its "affiliates" and "associates" (as those terms 
are defined in Rule 12b-2 of the General Rules and Regulations under the 
Securities Exchange Act of 1934, as in effect on September 24, 1984)
is or, with respect to a Business Combination, was within two years 
prior thereto a beneficial owner of shares aggregating twenty percent 
(20%) or more of the aggregate voting power of any class of capital 
stock of the Corporation entitled to vote generally in the election of 
Directors, and (b) any affiliate or associate of any such individual,
corporation, partnership, trust or other person or entity. For the 
purposes of determining whether a person is an Interested Party, the 
number of shares deemed to be outstanding shall include shares which the 
Interested Party or any of its affiliates or associates has the right to 
acquire (whether immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon 
exercise of conversion rights, warrants, or options, or otherwise, but 
shall not include any other shares which may be issuable to any other 
person.

3. The term "Continuing Director" shall mean a director who is not an 
affiliate of an Interested Party and who was a member of the Board of 
Directors of the Corporation immediately prior to the time that the 
Interested Party involved in a Business Combination became an Interested 
Party, and any successor to a Continuing Director who is not such an 
affiliate and who is nominated to succeed a Continuing Director by a 
majority of the Continuing Directors in office at the time of such 
nomination.


                                    - 11 -
<PAGE>
4. "Fair Market Value" shall mean the fair market value of the property 
in question as determined by a majority of the Continuing Directors in 
good faith.

C. The provisions of this Article Fifth shall be construed liberally to 
the end that the consideration paid to holders whose shares are acquired 
by an Interested Party in connection with a merger or consolidation 
shall not be less favorable than that paid to holders of such shares 
prior to such merger or consolidation. Nothing contained in this
Article Fifth shall be construed to relieve any Interested Party from 
any fiduciary duties or obligations imposed by law.

D. Notwithstanding any other provision of the Amended Articles of 
Incorporation or the Regulations of the Corporation and notwithstanding 
the fact that a lesser percentage may be specified by law, these Amended 
Articles or the Regulations of the Corporation, the affirmative vote of 
the holders of not less than eighty percent (80%) of the then 
outstanding shares shall be required to amend, alter, change or repeal, 
or adopt any provisions inconsistent with, this Article Fifth; provided, 
however, that this paragraph D shall not apply to, and the eighty 
percent (80%) vote shall not be required for, any amendment, alteration, 
change or repeal recommended to the shareholders by the Board of 
Directors of the Corporation if the recommendation has been approved by 
at least two-thirds of the Continuing Directors.

SIXTH. These Amended Articles of Incorporation supersede the existing Articles
of Incorporation of the Corporation


                                    - 12 -
<PAGE>

                                  Exhibit 4(b)


Code of Regulations
Parker-Hannifin Corporation

Article I.  MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting.

The annual meeting of shareholders for the election of Directors,
the consideration of reports to be laid before the meeting, and the
transaction of such other business as may properly be brought
before the meeting shall be held on the fourth Wednesday
in October of each year or on such other day during the fourth
month following the end of the fiscal year of the Corporation, at
such time during business hours and at such place, either within or
without the State of Ohio, as may be designated by the Board of
Directors and specified in the notice of such meeting.

Section 2. Special Meetings.

Special meetings of shareholders may be held on any business day,
when called by the Chairman of the Board, the President, or, in case
of the President's absence, death or disability, the Vice President
authorized to exercise the authority of the President, the Board of
Directors acting at a meeting, a majority of the Directors acting
without a meeting, or the persons who hold twenty-five per cent of
all the shares outstanding and entitled to vote thereat. Upon request
in writing delivered either in person or by registered mail to the
President or the Secretary by any persons entitled to call a meeting
of shareholders, such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a
date not less than ten nor more than sixty days after receipt of the
request, as such officer may fix. If such notice is not given within
thirty days after the delivery or mailing, the persons calling the
meeting may fix the time of the meeting and give notice thereof in
the manner provided by law or as provided in these Regulations, or
cause such notice to be given by any designated representative.
Each special meeting shall be called to convene between 10:00 A.M.
and 2:30 P.M. and shall be held at the principal office of the
Corporation, unless the meeting is called by the Directors, acting
with or without a meeting, in which case such meeting may be held
at any place either within or without the State of Ohio, designated
by the Board of Directors and specified in the notice of such
meeting.

Section 3. Notice of Meeting.

Not less than ten nor more than sixty days before the date fixed for
a meeting of shareholders, written notice stating the time, place and
purposes of such meeting shall be given by or at the direction of

                                    - 1 -
<PAGE>
the Secretary, or an Assistant Secretary, or any other person or
persons required or permitted by these Regulations to give such
notice. The notice shall be given by personal delivery or by mail to
each shareholder entitled to notice of the meeting who is of record
as of the day next preceding the day on which notice is given or, if
a record date therefor is duly fixed, of record as of said date. If
mailed, such notice shall be addressed to the shareholders at their
respective addresses as they appear on the records of the
Corporation.


Section 4.  Quorum; Adjournment.

Except as may be otherwise provided by law or the Articles of
Incorporation, at any meeting of shareholders the shareholders
present in person or by proxy shall constitute a quorum for such
meeting, but no action required by law, the Articles of Incorporation,
or these Regulations to be authorized or taken by the holders of a
designated proportion of the shares of any particular class or of
each class may be authorized or taken by a lesser proportion. The
holders of a majority of the voting shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from
time to time. If any meeting is adjourned, notice of such
adjournment need not be given if the time and place to which such
meeting is adjourned are fixed and announced at such meeting.


Article II.  BOARD OF DIRECTORS

Section 1.  Number and Classification; Election; Term of Office.

The Board of Directors shall be divided into three classes. The
number of Directors in each class may be fixed or changed (a) at
any meeting of shareholders called to elect Directors at which a
quorum is present, by the vote of the holders of a majority of the
shares represented at the meeting and entitled to vote on the
proposal, or (b) by the Directors at any meeting of the Board of
Directors by the vote of a majority of the Directors then in office
except that, after the number of Directors in any class has been
fixed by the shareholders, the Directors may not increase or
decrease that number of Directors in that class by more than one.
No class of directors shall consist of less than three Directors.
Unless and until otherwise so fixed or changed, one class shall
consist of six Directors and each other class shall consist of five
Directors. A separate election shall be held for each class of
Directors at any meeting of shareholders at which a member or
members of more than one class of Directors is being elected. At
each annual election, the Directors elected to the class whose term
shall expire in that year shall hold office for a term of three years
and until their respective successors are elected. In case of any

                                    - 2 -
<PAGE>
increase in the number of Directors of any class, any additional
Directors elected to such class shall hold office for a term that shall
coincide with the full term or the remainder of the term, as the case
may be, of such class.
Section 2. Directors Elected by Holders of Serial Preferred Stock.

The provisions of Section 1 shall not apply to any Directors elected
by the holders of Serial Preferred Stock of all series voting
separately as a class in the event of default in the payment of the
equivalent of six quarterly dividends (whether or not consecutive) on
any outstanding series of Serial Preferred Stock. Any such Directors
shall not be classified and shall be elected to serve until the next
annual meeting of shareholders and until their respective
successors are elected, or until such default is cured, whichever
occurs first.

Section 3. Vacancies.

In the event of the occurrence of any vacancy or vacancies in the
Board of Directors, however caused, the Directors then in office,
though less than a majority of the whole authorized number of
Directors, may, by vote of a majority of their number, fill any such
vacancy for the unexpired term.

Section 4. Meetings of Directors.

Meetings of Directors may be called by the Chairman of the Board,
or the President, or any four Directors. Such meetings may be held
at any place within or without the State of Ohio, and may be held
through any communications equipment if all persons participating
can hear each other. Participation in a meeting of Directors held
through communications equipment pursuant to this Section 4 of
Article II shall constitute presence at such meeting. Written notice
of the time and place of each meeting of Directors shall be given to
each Director by personal delivery, or by mail, telegram, or
cablegram at least two days before the meeting, which notice need
not specify the purposes of the meeting. Notice of adjournment of a
meeting of Directors need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.

Section 5. Quorum.

A majority of the Directors in office shall constitute a quorum for
any meeting of Directors; provided that a majority of the Directors
present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time. The act of a majority
of the Directors present at a meeting at which a quorum is present
is the act of the Board of Directors.

                                    - 3 -
<PAGE>

Article III.  COMMITTEES

The Board of Directors may at any time appoint from its members
an Executive, Audit, or other committee or committees, consisting
of such number of members, not less than three, as the Board of
Directors may deem advisable, together with such alternates as the
Board of Directors may deem advisable to take the place of any
absent member or members at any meeting of such committee.
Each member and each alternate shall hold office during the
pleasure of the Board of Directors. Any committee shall act only in
the intervals between meetings of the Board of Directors and shall
have such authority of the Board of Directors, however conferred, as
may, from time to time, be delegated by the Board of Directors,
other than that of filling vacancies in the Board of Directors or in
any committee thereof. Each committee shall keep a written record
of all actions taken by it. Unless otherwise ordered by the Board of
Directors, any such committee may prescribe its own rules for
calling and holding meetings, including meetings by means of
communications equipment, and for its own methods of procedure,
and may act by a majority of its members at a meeting or without a
meeting by a writing or writings signed by all of its members.


Article IV.  OFFICERS

Section 1. Designation and Election.

The Corporation shall have a Chairman of the Board, a President,
one or more Vice Presidents, a Secretary, a Treasurer and a
Controller. The Corporation may also have such other officers and
assistant officers as may be deemed necessary. The officers shall
be elected by the Board of Directors, at least annually. Assistant
officers may be appointed by the Chairman of the Board or the
President. The Chairman of the Board and the President shall be
Directors, but none of the other officers need be a Director.

Section 2. Authority and Duties of Officers.

The officers of the Corporation shall have such authority and
perform such duties as are customarily incident to their respective
offices, or as may be determined, from time to time, by the Board of
Directors.


Article V.  CORPORATE SEAL

The corporate seal of the Corporation shall be circular in form and
shall contain the name of the Corporation and the word "Seal".

                                    - 4 -
<PAGE>

Article VI.  AMENDMENTS

These Regulations may be amended in any respect, or new
regulations may be adopted, by the shareholders at a meeting held
for such purpose, by the affirmative vote of, or without a meeting by
the written consent of, the holders of shares entitling them to
exercise a majority of the voting power on such proposal.


Article VII.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify, to the full extent permitted or
authorized by the Ohio General Corporation Law as it may from
time to time be amended, any person made or threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a Director, officer or
employee of the Corporation, or is or was serving at the request of
the Corporation as a Director, trustee, officer or employee of
another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided by this Article VII shall not
be deemed exclusive of any other rights to which any person
seeking indemnification may be entitled under the articles of
incorporation or the regulations, or any agreement, vote of
shareholders or disinterested Directors, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be a Director, trustee, officer or employee and shall
inure to the benefit of the heirs, executors and administrators of
such a person.


                                    - 5 -
<PAGE>


                                 EXHIBIT 4 (c)


                          PARKER-HANNIFIN CORPORATION

                                      and

                    AMERITRUST COMPANY NATIONAL ASSOCIATION


                               RIGHTS AGREEMENT
                         Dated as of February 10, 1987



                               TABLE OF CONTENTS

                                                                   PAGE

         RECITALS.................................................   1

         Section 1. Certain Definitions...........................   1

         Section 2. Appointment of Rights Agent...................   3

         Section 3. Issue of Right Certificates...................   3

         Section 4. Form of Right Certificates....................   5

         Section 5. Countersignature and Registration.............   5

         Section 6. Transfer, Split Up, Combination and
                      Exchange of Right Certificates;
                      Mutilated, Destroyed, Lost or Stolen
                      Right Certificates..........................   5

         Section 7. Exercise of Rights; Purchase Price;
                      Expiration Date of Rights...................   6

         Section 8. Cancellation and Destruction of
                      Right Certificates..........................   7

         Section 9. Reservation and Availability of
                      Common Shares...............................   7

         Section 10. Common Shares Record Date....................   8

         Section 11. Adjustment of Purchase Price, Number
                      and Type of Shares or Number of Rights......   8

         Section 12. Certificate of Adjusted Purchase
                      Price or Number of Shares...................   17


                                    -i-

<PAGE>
                              TABLE OF CONTENTS
                                  (continued)
                                                                    PAGE

         Section 13. Notice of Adjusted Purchase Price
                      or Number or Type of Shares to
                      Holders of Rights...........................   17

         Section 14. Fractional Rights and Fractional Shares......   17

         Section 15. Rights of Action.............................   18

         Section 16. Agreement of Rights Holders..................   19

         Section 17. Right Certificate Holder Not Deemed
                      a Shareholder...............................   19

         Section 18. Concerning the Rights Agent...................  20

         Section 19. Merger or Consolidation or Change
                      of Name of Rights Agent......................  20

         Section 20. Duties of Rights Agent........................  21

         Section 21. Change of Rights Agent........................  23

         Section 22. Issuance of New Right Certificates............  24

         Section 23. Redemption....................................  24

         Section 24. Notice of Certain Events......................  25

         Section 25. Notices.......................................  26

         Section 26. Supplements and Amendments....................  27

         Section 27. Successors............. ......................  27

         Section 28. Benefits of this Agreement....................  28

         Section 29. Action by Directors...........................  28

         Section 30. Severability..................................  28

         Section 31. Governing Law.................................  28

         Section 32. Counterparts..................................  28

         Section 33. Descriptive Headings..........................  28

         Exhibit A.................................................  A-l

         Exhibit B.................................................  B-l

                                    -ii-

<PAGE>
      Rights Agreement, dated as of February 10, 1987 ("Agreement"), between
Parker-Hannifin Corporation, an Ohio corporation (the "Company"), and
AmeriTrust Company National Association, a National Banking Association
headquartered in Cleveland, Ohio (the "Rights Agent").

                                   RECITALS

      The Directors of the Company have authorized and declared a dividend
consisting of one right ("Right") for each Common Share, $.50 par value, of
the Company ("Common Share") outstanding as of the close of business on
February 18, 1987 (the "Record Date"), each Right representing the right to
purchase one Common Share, and have authorized the issuance of one Right with
respect to each Common Share issued after the Record Date but prior to the
earlier of the Distribution Date, the Expiration Date or the Final Expiration
Date (as such terms are defined in Sections 3 and 7 hereof), including,
without limitation, Common Shares issued upon conversion of the Company's
convertible securities and upon exercise of employee stock options and Common
Shares which are treasury shares as of the Record Date and subsequently become
outstanding.

      Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

Section 1.  CERTAIN DEFINITIONS.  For purposes of this Agreement, the
following terms have the meanings indicated:

(a)   "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined) of 20% or more of the
Common Shares then outstanding, but shall not include the Company, any
Subsidiary or any employee benefit or stock ownership plan of the Company or
an entity holding Common Shares for or pursuant to the terms of any such plan.

(b)   "Affiliate" and "Associate" shall have the respective 
meanings ascribed to such terms in Rule 12b-2 of the General Rules and 
Regulations under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), as in effect on the date hereof.

(c)   A Person shall be deemed the "Beneficial Owner" of and 
shall be deemed to "beneficially own" any securities:

      (i)   which such person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly;

      (ii)  which such Person or any of such Person's Affiliates or Associates
has (A) the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than these Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person's Affiliates or

                                    - 1 -
<PAGE>
Associates until such tendered securities are accepted for purchase or
payment; or (B) the right to vote or dispose of pursuant to any agreement,
arrangement or understanding; or

      (iii)  which are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any securities of the Company;

PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, any security if such Person has the right to vote such
security pursuant to an agreement, arrangement or understanding which (1)
arises solely from a revocable proxy given to such Person in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Exchange Act and (2) is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report).

(d)   "Business Day" shall mean any day other than a Saturday, Sunday,
or a day on which banking institutions in the States of Ohio and New York are
authorized or obligated by law or executive order to close.

(e)    "Close of business" on any given date shall mean 5:00 P.M.,
Cleveland, Ohio time, on such date; provided, however, that if such date is
not a Business Day it shall mean 5:00 P.M., Cleveland, Ohio time, on the next
succeeding Business Day.

(f)   "Common Shares" when used with reference to the Company shall mean
the Common Shares, par value, $.50 per share, of the Company; provided that,
if the Company is the continuing or surviving corporation in a transaction
described in Section ll(d)(ii) hereof, "Common Shares" when used with
reference to the Company shall mean the capital stock with the greatest
aggregate voting power of the Company, or, if the Company is a subsidiary of
another corporation or business trust, the corporation or business trust which
ultimately controls the Company.  "Common Shares" when used with reference to
any corporation or business trust, other than the Company, shall mean the
capital stock with the greatest aggregate voting power of such corporation or
business trust, or, if such corporation or business trust is a subsidiary of
another corporation or business trust, the corporation or business trust which
ultimately controls such first-mentioned corporation or business trust.

(g)   "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.

(h)   "Share Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person (by press release, filing
made with the Securities and Exchange Commission or otherwise) that an
Acquiring Person has become such.

(i)   "Subsidiary" shall mean any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity
interests is owned, directly or indirectly, by the Company.

                                    - 2 -
<PAGE>
Section 2.  APPOINTMENT OF RIGHTS AGENT.  The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall also be, prior to the
Distribution Date, the holders of the Common Shares) in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment and hereby certifies that it complies with the requirements of the
New York Stock Exchange governing transfer agents and registrars.  The Company
may from time to time act as Co-Rights Agent or appoint such Co-Rights Agents
as it may deem necessary or desirable.  Any actions which may be taken by the
Rights Agent pursuant to the terms of this Agreement may be taken by any such
Co-Rights Agent.

Section 3.  ISSUE OF RIGHT CERTIFICATES.  (a) Until the earlier of (i)
the tenth calendar day after the Share Acquisition Date or (ii) the tenth
calendar day after the date of the commencement of a tender or exchange offer
(as determined by reference to Rule 14d-2(a) under the Exchange Act) by any
Person (other than the Company or any employee benefit plan of the Company)
for 20% or more of the outstanding Common Shares (including any such date
which is after the date of this Agreement and prior to the issuance of the
Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for Common
Shares registered in the names of the record holders thereof (which
certificates for Common Shares shall also be deemed to be Right Certificates)
and not by separate Right Certificates, and (y) the right to receive Right
Certificates will be transferable only in connection with the transfer of
Common Shares in the stock transfer books of the Company maintained by the
Company or its appointed transfer agent.  As soon as practicable after the
Distribution Date upon instruction from the Company, the Rights Agent will
send, by first-class, insured, postage prepaid mail, to each record holder of
Common Shares as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit A hereto, evidencing one
Right for each Common Share so held, subject to adjustment, together with a
notice setting forth the Purchase Price (as defined in Section 4 hereof) as in
effect on the Distribution Date.  As of the Distribution Date, the Rights will
be evidenced solely by such Right Certificates.

      Any Right Certificate issued pursuant to this Section 3 that represents
Rights beneficially owned by an Acquiring Person or any Associate or Affiliate
thereof and any Right Certificate issued at any time upon the transfer of any
Rights to an Acquiring Person or any Associate or Affiliate thereof or to any
nominee of such Acquiring Person, Associate or Affiliate, and any Right
Certificate issued pursuant to Sections 6 or 11 hereof upon transfer,
exchange, replacement or adjustment of any other Right Certificate referred to
in this sentence, shall be subject to and contain the following legend or such
similar legend as the Company may deem appropriate and as is not inconsistent
with the provisions of this Agreement, or as may be required to comply with
any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Rights may from
time to time be listed, or to conform to usage:



                                    - 3 -
<PAGE>
     The Rights represented by this Right Certificate were issued to 
     or acquired by a Person who was an Acquiring Person or an Affiliate 
     or an Associate of an Acquiring Person (as such terms are defined 
     in the Rights Agreement).  This Right Certificate and the Rights 
     represented hereby may become null and void in the circumstances 
     specified in Section ll(a)(ii) or Section ll(d) of the Rights 
     Agreement.

(b)   On the Record Date or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Common Shares, in
substantially the form attached hereto as Exhibit B (the "Summary of Rights"),
by first-class, postage prepaid mail, to each record holder of Common Shares
as of the close of business on the Record Date, at the address of such holder
shown on the records of the Company as of such date.  With respect to
certificates for Common Shares outstanding as of the Record Date, until the
Distribution Date the Rights will be evidenced by such certificates for Common
Shares registered in the names of the holders thereof together with a copy of
the Summary of Rights.  Until the Distribution Date (or the earlier of the
Expiration Date or the Final Expiration Date), the surrender for transfer of
any certificate for Common Shares outstanding on the Record Date, with or
without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares
represented thereby.

(c)   Certificates for Common Shares issued (including, without
limitation, any certificates for Common Shares issued upon conversion of the
Company's convertible securities or upon exercise of stock options) or
surrendered for transfer or exchange after the Record Date but prior to the
earlier of the Distribution Date or the Expiration Date or the Final
Expiration Date, shall have stamped on, impressed on, printed on, written on
or otherwise affixed to them the following legend or such similar legend as
the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Common Shares or the
Rights may from time to time be listed, or to conform to usage:

     This Certificate also evidences and entitles the holder hereof to 
     certain Rights as set forth in a Rights Agreement between 
     Parker-Hannifin Corporation and AmeriTrust Company National 
     Association, dated as of February 10, 1987 (the "Rights Agreement"), 
     the terms of which are hereby incorporated herein by reference and 
     a copy of which is on file at the principal executive offices of
     Parker-Hannifin Corporation.  Under certain circumstances, as set 
     forth in the Rights Agreement, such Rights will be evidenced by 
     separate certificates and will no longer be evidenced by this 
     Certificate.  Parker-Hannifin Corporation will mail to the holder 
     of this Certificate a copy of the Rights Agreement without charge 
     within five business days after receipt of a written request
     therefor.  Under certain circumstances, Rights beneficially owned 
     by an Acquiring Person or any Affiliate or Associate thereof (as 
     such terms are defined in the Rights Agreement) and any subsequent 
     holder of such Rights may become null and void.

                                    - 4 -
<PAGE>
      With respect to certificates containing the legend described above,
until the Distribution Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates
alone, and the surrender for transfer of any such certificate shall also
constitute the surrender for transfer of the Rights associated with the Common
Shares represented thereby.


Section 4.  FORM OF RIGHT CERTIFICATES.  The Right Certificates (and the forms
of election to purchase shares and of assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit A hereto with such
changes, marks of identification or designation and such legends summaries or
endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage.  Subject to
the provisions of Sections 11 and 22 hereof, the Right Certificates, whenever
issued, shall be dated as of the Record Date, and on their face shall entitle
the holders thereof to purchase such number of Common Shares as shall be set
forth therein at the price per share set forth therein (the "Purchase Price"),
but the number of such shares and the Purchase Price shall be subject to
adjustment as provided herein.

Section 5.  COUNTERSIGNATURE AND REGISTRATION.  The Right Certificates shall
be executed on behalf of the Company by its Chairman of the Board, President
or any Vice President, either manually or by facsimile signature, and have
affixed thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Right Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose
unless so countersigned.  In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Right Certificates, nevertheless, may be countersigned by
the Rights Agent, and issued and delivered by the Company with the same force
and effect as though the person who signed such Right Certificates had not
ceased to be such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of the Company
to sign such Right Certificate, although at the date of the execution of this
Rights Agreement any such person was not such an officer.

      Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at one of its offices in New York, New York or Cleveland, Ohio, books
for registration and transfer of the Right Certificates issued hereunder. 
Such books shall show the names and addresses of the respective holders of the
Right Certificates, the number of Rights evidenced on its face by each of the
Right Certificates and the date of each of the Right Certificates.

Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. 
Subject to the provisions of Section 14 hereof, at any time after the close of

                                    - 5 -
<PAGE>
business on the Distribution Date, and at or prior to the close of business on
the earlier of the Expiration Date or the Final Expiration Date, any Right
Certificate or Certificates may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of Common Shares as the Right
Certificate or Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate shall make such request in writing delivered to
the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent in New York, New York or Cleveland, Ohio. 
Thereupon the Rights Agent shall countersign and deliver to the person
entitled thereto a Right Certificate or Right Certificates, as the case may
be, as so requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with
any transfer, split up, combination or exchange of Right Certificates.

      Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and reimbursement to the Company and
the Rights Agent of all reasonable expense incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered owner in lieu
of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS. 
(a)  The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal office of the Rights Agent in
New York, New York or Cleveland, Ohio, together with payment of the Purchase
Price for each Common Share as to which the Rights are exercised, at or prior
to the close of business on the earlier of (i) February 17, 1997 (the "Final
Expiration Date"), or (ii) the date on which the Rights are redeemed as
provided in Section 23 hereof (such earlier date being herein referred to as
the "Expiration Date").

(b)   The Purchase Price shall initially be $100, shall be subject to
adjustment from time to time as provided in Section 11 hereof and shall be
payable in lawful money of the United States of America in accordance with
paragraph (c) below.

(c)   Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount
equal to any applicable transfer tax in cash, or by certified check or bank
draft payable to the order of the Rights Agent, the Rights Agent shall
thereupon promptly (i) requisition from any transfer agent of the Common
Shares (or make available, if the Rights Agent is the transfer agent)


                                    - 6 -
<PAGE>
certificates for the number of Common Shares to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, (ii) when appropriate, requisition from the Company the amount of
cash to be paid or depository receipts to be issued in lieu of the issuance of
fractional shares in accordance with Section 14 hereof or the amount of cash
to be paid in lieu of the issuance of Common Shares in accordance with
Sections ll(a)(iii) or ll(d) hereof, (iii) promptly after receipt of such
certificates (or depository receipts, when appropriate), cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.

(d)   In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be
issued by the Rights Agent to the registered holder of such Right Certificate
or to his duly authorized assigns, subject to the provisions of Section 14
hereof.

Section 8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.  All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
stock transfer assets, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.  The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Right Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof.  The
Rights Agent shall deliver all cancelled Right Certificates to the Company, or
shall, at the written request of the Company, destroy such cancelled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

Section 9.  RESERVATION AND AVAILABILITY OF COMMON SHARES.  The Company
covenants and agrees that it will cause to be reserved and kept available out
of its authorized and unissued Common Shares or any authorized and issued
Common Shares held in its treasury, the number of Common Shares that will be
sufficient to permit the exercise pursuant to Section 7 hereof of all
outstanding Rights; such number of Common Shares reserved and kept available
shall be adjusted from time to time, if and to the extent required, upon the
occurrence of any of the events described in Section 11 hereof.

      So long as the Company's Common Shares are listed on a national
securities exchange, the Company shall endeavor to cause, from and after such
time as the Rights become exercisable, all Common Shares reserved for issuance
upon exercise of the Rights to be listed on such exchange upon official notice
of issuance.

      The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all Common Shares delivered upon exercise of


                                    - 7 -
<PAGE>
Rights shall be, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), duly and validly authorized and
issued, fully paid, nonassessable and freely tradeable shares, free and clear
of any liens, encumbrances and other adverse claims and not subject to any
rights of call or first refusal.

      The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Common Shares upon the exercise of Rights.  The Company shall not,
however, be required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a person other than, or
the issuance or delivery of certificates for the Common Shares in a name other
than that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise, or to issue or deliver any certificates for Common
Shares upon the exercise of any Rights until any such tax shall have been paid
(any such tax being payable by the holder of such Right Certificate at the
time of surrender) or until it has been established to the Company's
satisfaction that no such tax is due.

Section 10.  COMMON SHARES RECORD DATE.  Each person in whose name any
certificate for Common Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and any applicable transfer taxes) was
made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a
date upon which the Common Shares transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding Business Day on
which the Common Shares transfer books of the Company are open.  Prior to the
exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a shareholder of the Company with
respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.
         
Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND TYPE OF SHARES OF NUMBER
OF RIGHTS.  The Purchase Price, the number and type of shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

      (a)(i)  In the event that the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Common Shares payable in
Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the
outstanding Common Shares into a smaller number of shares or (D) issue any
shares of its capital stock in a reclassification of the Common Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section ll(a) or in Section ll(d) hereof,


                                    - 8 -
<PAGE>
the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision combination or reclassification,
and/or the number and/or kind of shares of capital stock issuable on such
date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number
and kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Common Shares transfer
books of the Company were open, he would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification.  If an event occurs which would require an adjustment
under both this Section ll(a)(i) and Section ll(a)(ii) hereof or Section ll(d)
hereof, the adjustment provided for in this Section ll(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to
Section ll(a)(ii) or Section ll(d) hereof.

      (ii)  In the event that

            (A)   any Acquiring Person or any Associate or Affiliate of any
Acquiring Person, at any time after the date of this Agreement, directly or
indirectly, shall (1) merge into the Company or otherwise combine with the
Company and the Company shall be the continuing or surviving corporation of
such merger or combination, other than in a transaction subject to Section
ll(d)(ii) hereof, (2) merge or otherwise combine with any Subsidiary, (3) in
one or more transactions, transfer any assets to the Company or any Subsidiary
in exchange (in whole or in part) for shares of any class of capital stock of
the Company or any Subsidiary or for securities exercisable for or convertible
into shares of any class of capital stock of the Company or any Subsidiary, or
otherwise obtain from the Company or any Subsidiary, with or without
consideration, any additional shares of any class of capital stock of the
Company or any Subsidiary or securities exercisable for or convertible into
shares of any class of capital stock of the Company or any Subsidiary (other
than as part of a pro rata distribution to all holders of such shares of any
class of capital stock of the Company or any Subsidiary), (4) sell, purchase,
lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or
more transactions), to, from or with, as the case may be, the Company or any
Subsidiary, other than in a transaction subject to Section ll(d) hereof,
assets on terms and conditions less favorable to the Company than the Company
would be able to obtain in arm's-length negotiation with an unaffiliated third
party, (5) receive any compensation from the Company or any Subsidiary other
than compensation for full-time employment as a regular employee at rates in
accordance with the Company's (or its Subsidiaries') past practices, or (6)
receive the benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantage provided by the Company
or any Subsidiaries, or

            (B)   during such time as there is an Acquiring Person, there
shall be any reclassification of securities (including any reverse stock
split), or recapitalization of the Company, or any merger or consolidation of
the Company with any Subsidiary or any other transaction or series of
transactions (whether or not with or into or otherwise involving an Acquiring
Person), other than a transaction subject to Section ll(d) hereof, which has


                                    - 9 -
<PAGE>
the effect, directly or indirectly, of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity
securities or of securities exercisable for or convertible into equity
securities of the Company or any Subsidiary which is directly or indirectly
beneficially owned by any Acquiring Person or any Associate or Affiliate of
any Acquiring Person, 

then, and in each such case, proper provision shall be
made so that each holder of a Right, except as provided below, shall
thereafter have a right to receive, upon exercise thereof in accordance with
the terms of this Agreement at an exercise price per Right equal to the
product of the then-current Purchase Price multiplied by the then number of
Common Shares for which a Right is then exercisable, such number of Common
Shares as shall equal the result obtained by (x) multiplying the then-current
Purchase Price by the then number of Common Shares for which a Right is then
exercisable and dividing that product by (y) 50% of the current per share
market price of the Common Shares (determined pursuant to Section ll(e)
hereof) on the date of the occurrence of any one of the events listed above in
this subparagraph (ii).  Notwithstanding the foregoing, upon the occurrence of
any of the events listed above in this subparagraph (ii), any Rights that are
or were at any time beneficially owned by any Acquiring Person or any
Associate or Affiliate of such Acquiring Person (which Acquiring Person,
Associate or Affiliate is engaging in one or more of the transactions set
forth in subparagraph (ii)(A) above, or realizing the benefit set forth in
subparagraph (ii)(B) above, as the case may be) after the date upon which such
Acquiring Person became such shall become void and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement.

      (iii)  In the event that there shall not be sufficient authorized but
unissued Common Shares or authorized and issued Common Shares held in Treasury
to permit the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii), the Company shall take all such action as may be necessary
to authorize additional Common Shares for issuance upon exercise of the
Rights; PROVIDED, HOWEVER, if the Company is unable to cause the authorization
of additional Common Shares then, notwithstanding any other provision of this
Agreement, the Company with respect to each Right, to the extent permitted by
applicable law and any agreements or instruments in effect on the Share
Acquisition Date to which it is a party, shall pay cash, at a rate per Right
equal to the product of the Purchase Price in effect at the time of exercise
multiplied by the number of Common Shares for which a Right was exercisable
immediately prior to the first occurrence of any of the events specified in
the foregoing subparagraph (ii) in lieu of issuing such additional Common
Shares and requiring payment therefor, upon exercise of the Rights.  To the
extent that any legal or contractual restrictions prevent the Company from
paying the full amount of cash payable in accordance with the foregoing
sentence, the Company shall pay to holders of the Rights as to which such
payments are being made all amounts which are not then restricted on a pro rata
basis.  The Company shall continue to make payments on a pro rata basis as
funds become available until such payments have been Paid in full.




                                    - 10 -
<PAGE>
            (b)   In the event that the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Common Shares (or shares having the
same rights, privileges and preferences as the Common Shares ("equivalent
common shares")) or securities convertible into Common Shares or equivalent
common shares at a price per Common Share or equivalent common share (or
having a conversion price per share, if a security convertible into Common
Shares or equivalent common shares) less than the current per share market
price of the Common Shares (as determined pursuant to Section ll(e) hereof) on
such record date, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of Common Shares outstanding on such record date plus the number of
Common Shares which the aggregate offering price of the total number of Common
Shares and/or equivalent common shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be
the number of Common Shares outstanding on such record date plus the number of
additional Common Shares and/or equivalent common shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible).  In case such subscription price may be
paid in a consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all
purposes.  Common Shares owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation.  Such
adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be
in effect if such record date had not been fixed.

            (c)   In the event that the Company shall fix a record date for
the making of a distribution to all holders of the Common Shares (including
any such distribution made in connection with a consolidation or merger in
which the Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend at a rate not
in excess of 125% of the rate of the last cash dividend theretofore paid),
assets, stock (other than a dividend payable in Common Shares) or subscription
rights, options or warrants (excluding those referred to in Section ll(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the current
per share market price of the Common Shares (as determined pursuant to Section
ll(e) hereof) on such record date, less the fair market value (as determined
in good faith by the Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive
for all purposes) of the portion of the cash, assets, stock or evidences of
indebtedness so to be distributed (in the case of regular periodic cash
dividends at a rate in excess of 125% of the rate of the last cash dividend
theretofore paid, only that portion in excess of 125% of such rate) or of such


                                    - 11 -
<PAGE>
subscription rights, options or warrants applicable to one Common Share, and
the denominator of which shall be such current per share market price of the
Common Shares.  Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so made,
the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

            (d)   In the event that, directly or indirectly, (i) the Company
shall consolidate with, or merge with or into, any Acquiring Person or any
Associate or Affiliate of any Acquiring Person and the Company shall not be
the continuing or surviving corporation of such merger or combination, (ii)
any Acquiring Person or any Associate or Affiliate of any Acquiring Person
shall consolidate with the Company, or merge with or into the Company and the
Company shall be the continuing or surviving corporation of such merger or
consolidation and, in connection with such merger or consolidation, all or
part of the Common Shares shall be changed into or exchanged for stock or
other securities of such other Person or cash or any other property, or (iii)
the Company shall sell or otherwise transfer (or one or more Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any Acquiring Person or any
Associate or Affiliate of any Acquiring Person, then, and in
each such case, proper provision shall be made so that (A) except as provided
below, each holder of a Right shall thereafter have the right to receive, upon
the exercise thereof in accordance with the terms of this Agreement at an
exercise price per Right equal to the product of the then-current Purchase
Price multiplied by the then number of Common Shares for which a Right is then
exercisable, such number of validly authorized and issued, fully paid,
nonassessable and freely tradeable Common Shares of such surviving, resulting
or acquiring Person (including the Company as the continuing or surviving
corporation of a transaction described in clause (ii) above), as the case may
be, free and clear of any liens, encumbrances and other adverse claims and not
subject to any rights of call or first refusal, as shall be equal to the
result obtained by (x) multiplying the then-current Purchase Price by the
number of Common Shares for which a Right is then exerciseable and dividing
that product by (y) 50% of the current per share market price of the Common
Shares of such Person (determined pursuant to Section ll(e) hereof)
immediately prior to the consummation of such consolidation, merger, sale or
transfer; (B) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer,
all the obligations and duties of the Company pursuant to this Agreement; (C)
the term "Company" shall thereafter be deemed to refer to such issuer; and (D)
such issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with
Section 9 hereof) in connection with such consummation as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be possible, in relation to its Common Shares thereafter
deliverable upon the exercise of the Rights.  Notwithstanding the foregoing,
if the surviving, resulting or acquiring Person in any of the events listed
above in subparagraphs (i) through (iii), inclusive, is not a corporation or
business trust, then, and in each such case, if such surviving, resulting or
acquiring Person is directly or indirectly wholly owned by a corporation or


                                    - 12 -
<PAGE>
business trust, then all references to Common Shares of such surviving,
resulting or acquiring Person in this Section ll(d) shall be deemed to be
references to the Common Shares of the corporation or business trust which
ultimately controls such Person, and if there is no such corporation or
business trust, (Y) proper provision shall be made so that such surviving,
resulting or acquiring Person shall create or otherwise make available for
purposes of the exercise of the Rights in accordance with the terms of this 
Agreement, a type or types of security or securities having a fair market value 
at least equal to the economic value of the Common Shares which each holder of
a Right would have been entitled to receive if such surviving, resulting or 
acquiring Person had been a corporation or a business trust; and (Z) all other 
provisions of this Section ll(d) shall apply to the issuer of such securities as
as if such securities were Common Shares.  The Company shall not consummate any
of the transactions listed above in subparagraphs (i) through (iii), inclusive,
unless prior thereto the Company and the issuer of the Common Shares or other
securities, as the case may be, shall have executed and delivered to the
Rights Agent a supplemental agreement so providing.  Notwithstanding the
foregoing, upon the occurrence of any of the events listed above in
subparagraphs (i) through (iii), inclusive, any Rights that are or were at any
time beneficially owned by any Acquiring Person or any Associate or Affiliate
of such Acquiring Person (which Acquiring Person, Associate or Affiliate is
engaging in one or more of the transactions set forth in subparagraphs (i)
through (iii), inclusive, above) after the date upon which such Acquiring
Person became such shall become void and any holder of such Rights shall
thereafter have no right to exercise such Rights under any provision of this
Agreement.  The provisions of this Section ll(d) shall similarly apply to
successive mergers or consolidations or sales or other transfers.

            In the event that the Company shall be the continuing or surviving
corporation in a merger or combination referred to in subparagraph (ii) above
and Common Shares of the Company are required to be issued upon exercise of
the Rights following such merger or consolidation, and if there shall not be
sufficient authorized but unissued Common Shares or authorized and issued
Common Shares held in Treasury to permit the exercise in full of the Rights in
accordance with the foregoing, the Company shall take all such action as may
be necessary to authorize additional Common Shares for issuance upon exercise
of the Rights; PROVIDED, HOWEVER, if the Company is unable to cause the
authorization of additional Common Shares then, notwithstanding any other
provision of this Agreement, the Company with respect to each Right, to the
extent permitted by applicable law and any agreements or instruments in effect
on the Share Acquisition Date to which it is a party, shall pay cash, at a
rate per Right equal to the product of the Purchase Price in effect at the
time of exercise multiplied by the number of Common Shares for which a Right
was exercisable immediately prior to the occurrence of the merger or
combination referred to in subparagraph (ii) above, in lieu of issuing such
additional Common Shares and requiring payment therefor, upon exercise of the
Rights.  To the extent that any legal or contractual restrictions prevent the
Company from paying the full amount of cash payable in accordance with the
foregoing sentence, the Company shall pay to holders of the Rights as to which
such payments are being made all amounts which are not then restricted on a
pro rata basis.  The Company shall continue to make payments on a pro rata
basis as funds become available until such payments have been paid in full.


                                    - 13 -
<PAGE>
            (e)   For the purpose of any computation hereunder, the "current
per share market price" of Common Shares on any date shall be deemed to be the
average of the daily closing prices per share of such Common Shares for the 30
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; PROVIDED, HOWEVER, that in the event that the current per
share market price of the Common Shares is determined during a period
following the announcement by the issuer of such Common Shares (i) of a
dividend or distribution on such Common Shares payable in such Common Shares
or securities convertible into such Common Shares or (ii) any subdivision,
combination or reclassification of such Common Shares, and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "current market price"
shall be appropriately adjusted to take into account ex-dividend trading or to
reflect the current market price per Common Share equivalent.  The closing
price for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Common Shares are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Common
Shares are listed or admitted to trading or, if the Common Shares are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such
other system then in use, or, if on any such date the Common Shares are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the
Common Shares selected by the Directors of the Company.  The term "Trading
Day" shall mean any day on which the principal national securities exchange on
which the Common Shares are listed or admitted to trading is open for the
transaction of business or, if the Common Shares are not listed or admitted to
trading on any national securities exchange, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the State of New York are
not authorized or obligated by law or executive order to close.  If the Common
Shares are not publicly held or not so listed or traded, or not the subject of
available bid and asked quotes, "current per share market price" shall mean
the fair value per share as determined in good faith by the Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

            (f)   Except as set forth below, no adjustment in the Purchase
Price shall be required unless such adjustment would require an increase or
decrease of at least 1% in such price; PROVIDED, HOWEVER, that any adjustments
which by reason of this Section ll(f) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All
calculations under this Section 11 shall be made to the nearest cent or to the
nearest thousandth of a share as the case may be.  Notwithstanding the first
sentence of this Section 11(f), any adjustment required by this Section 11


                                    - 14 -
<PAGE>
shall be made no later than the earlier of (i) three years from the date of
the transaction which requires such adjustment or (ii) the date of the
expiration of the right to exercise any Rights.

            (g)   If as a result of an adjustment made pursuant to Section
ll(a) hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than
Common Shares, thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares contained in this Section 11 and the provisions of
Sections 7, 9, 10 and 14 hereof with respect to the Common Shares shall apply
on like terms to any such other shares.

            (h)   All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of Common Shares
purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

            (i)   Unless the Company shall have exercised its election as
provided in Section ll(j) hereof, upon each adjustment of the Purchase Price 
as a result of the calculations made in Sections ll(b) and (c) hereof, each 
Right outstanding immediately prior to the making of such adjustment
shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of shares (calculated to
the nearest thousandth) obtained by (i) multiplying (x) the
number of shares covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately
prior to such adjustment of the Purchase Price and (ii)
dividing the product so obtained by the Purchase Price in
effect immediately after such adjustment of the Purchase Price.

            (j)   The Company may elect, on or after the date
of any adjustment of the Purchase Price, to adjust the number
of Rights in substitution for any adjustment in the number of
Common Shares purchasable upon the exercise of a Right.  Each
of the Rights outstanding after such adjustment of the number
of Rights shall be exercisable for the number of Common Shares
for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment
of the number of Rights shall become that number of Rights
(calculated to the nearest thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately
after adjustment of the Purchase Price.  The Company shall make
a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Right Certificates
have been issued, shall be at least 10 calendar days later than the 


                                    - 15 -
<PAGE>
date of the public announcement.  If Right Certificates 
have been issued, upon each adjustment of the number of Rights
pursuant to this Section ll(j), the Company shall, as promptly
as practicable, cause to be distributed to holders of record of
Right Certificates on such record date Right Certificates
evidencing, subject to Section 14 hereof, the additional Rights
to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Right Certificates evidencing all
the Rights to which such holders shall be entitled after such
adjustment.  Right Certificates so to be distributed shall be
issued, executed and countersigned in the manner provided for
herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names
of the holders of record of Right Certificates on the record
date specified in the public announcement.

            (k)   Irrespective of any adjustment or change in
the Purchase Price or the number or type of shares issuable
upon the exercise of the Rights, the Right Certificates
theretofore and thereafter issued may continue to express the
Purchase Price per share and the number o~ shares which were
expressed in the initial Right Certificate issued hereunder.

            (l)   Before taking any action that would cause an
adjustment reducing the Purchase Price below the then Par
value, if any, of the Common Shares issuable upon exercise of
the Rights, the Company shall take any corporate action which
may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and
nonassessable Common Shares at such adjusted Purchase Price.

            (m)   In any case in which this Section 11 shall
require that an adjustment in the Purchase Price be made
effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event
the issuing to the holder of any Right exercised after such
record date the Common Shares and other capital stock or
securities of the Company, if any, issuable upon such exercise
over and above the Common Shares and other capital stock or
securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such
adjustment; PROVIDED, HOWEVER, that the Company shall deliver
to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such
adjustment.

            (n)   Anything in Sections 11 (a) through (m),


                                    - 16 -
<PAGE>
inclusive, hereof to the contrary notwithstanding, the Company 
shall be entitled to make such reductions in the Purchase
Price, in addition to those adjustments expressly required by
this Section 11, as and to the extent that it in its sole
discretion shall determine to be advisable in order that any
consolidation or subdivision of the Common Shares, issuance
wholly for cash of any of the Common Shares at less than the
current market price, issuance wholly for cash of Common Shares
or securities which by their terms are convertible into or
exchangeable for Common Shares, stock dividends or issuance of
rights, options or warrants referred to hereinabove in this
Section 11, hereafter made by the Company to holders of its
Common Shares shall not be taxable to such shareholders.

            (o)   Notwithstanding any other provision of this
Agreement, no adjustment to the Purchase Price, the number of
shares of Common Stock (or fractions of a share) for which a
Right is exercisable or the number or Rights outstanding shall
be made or be effective if such adjustment would have the
effect of reducing or limiting the benefits the holders of the
Rights would have had absent such adjustment, including,
without limitation, the benefits under Sections ll(a)(ii) and
ll(d) hereof, unless the terms of this Agreement are amended so
as to preserve such benefits.

Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR
NUMBER OF SHARES.  Whenever an adjustment is made as provided
in Section 11 hereof, the Company shall promptly prepare a
certificate setting forth such adjustment, (including a
description of any Rights which have become void as a result
thereof), and a brief statement of the facts accounting for
such adjustment and promptly file with the Rights Agent and
with each transfer agent for the Common Shares a copy of such
certificate.

Section 13.  NOTICE OF ADJUSTED PURCHASE PRICE OR NUMBER 
OR TYPE OF SHARES TO HOLDERS OF RIGHTS.  Whenever an adjustment
is made as provided in Section 11 hereof after the Distribution
Date, the Company shall mail a brief summary of such adjustment
to each holder of a Right Certificate in accordance with
Section 25 hereof.

Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.
(a)  The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence
fractional Rights.  In lieu of such fractional Rights, there
shall be paid as promptly as practicable to the registered
holders of the Right Certificates with regard to which such
fractional Rights would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of
a whole Right.  For the purposes of this Section 14(a), the
current market value of a whole Right shall be the closing


                                    - 17 -
<PAGE>
price of the Rights for the Trading Day immediately prior to
the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the
last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with
respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted
to trading or, if the Rights are not listed or admitted to
trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by
NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights
selected by the Directors of the Company.  If on any such date
no such market maker is making a market in the Rights the fair
value of the Rights on such date as determined in good faith by
the Directors of the Company shall be used and shall be
conclusive for all purposes.

            (b)  The Company shall not be required to issue
fractions of shares upon exercise of the Rights or to
distribute certificates which evidence fractional shares.
Fractions of Common Shares may, at the election of the Company,
be evidenced by depository receipts, pursuant to an appropriate
agreement between the Company and a depository selected by it,
provided that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners
of Common Shares.  In lieu of fractional shares, the Company
may pay to the registered holders of Right Certificates at the
time such Rights are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of
one Common Share.  For purposes of this Section 14(b), the
current market value of a Common Share shall be the closing
price of a Common Share (as determined pursuant to the second
sentence of Section ll(e) hereof) for the Trading Day
immediately prior to the date of such exercise.

            (c)  The holder of a Right by the acceptance of
the Rights expressly waives his right to receive any fractional
Rights or any fractional shares upon exercise of a Right.

Section 15.  RIGHTS OF ACTION.  All rights of action in
respect of this Agreement are vested in the respective


                                    - 18 -
<PAGE>
registered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Common
Shares); and any registered holder of any Right Certificate
(or, prior to the Distribution Date, of the Common Shares);
without the consent of the Rights Agent or of the holder of any
other Rights Certificate (or, prior to the Distribution Date,
of the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in
such Right Certificate and in this Agreement.  Without limiting
the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach
of this Agreement and will be entitled to specific performance
of the obligations under this Agreement, and injunctive relief
against actual or threatened violations of the obligations of
any Person subject to this Agreement.

Section 16. AGREEMENT OF RIGHTS HOLDERS.  Every holder
of a Right by accepting the same consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:

            (a)  prior to the Distribution Date, the Rights
will be transferable only in connection with the transfer of
the Common Shares;

            (b)  after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the principal office of the
Rights Agent in New York, New York or Cleveland, Ohio, duly
endorsed or accompanied by a proper instrument of transfer; and

            (c)  the Company and the Rights Agent may deem and
treat the person in whose name the Right Certificate (or, prior
to the Distribution Date, the associated Common Share
certificate) is registered as the absolute owner thereof and of
the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated
Common Share certificate made by anyone other than the Company
or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any
notice to the contrary.

Section 17.  RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER.
No holder, as such, of any Right Certificate
shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the Common Shares or any other
securities of the Company which may at any time be issuable on
the exercise of the Rights represented thereby, nor shall


                                    - 19 -
<PAGE>
anything contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate,
as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting shareholders
(except as provided in Section 24 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right
or Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof.

Section 18.  CONCERNING THE RIGHTS AGENT.  The Company
agrees to pay to the Rights Agent reasonable compensation for
all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise
and performance of its duties hereunder.  The Company also
agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, suit, action, proceeding
or expense, incurred without negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done
or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the
costs and expenses of defending against any claim of liability.

      The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any Right Certificate or certificate
for Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by
it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or
persons.

Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME
OF RIGHTS AGENT.  Any corporation into which the Rights Agent
or any successor Rights Agent may be merged or with which it
may be consolidated, or any corporation resulting from any
merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust business of the Rights Agent
or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of
the parties hereto, provided that such corporation would be
eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In case at the time such


                                    - 20 -
<PAGE>
successor Rights Agent shall succeed to the agency created by
this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights
Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so countersigned; and
in case at that time any of the Rights Certificates shall not
have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have
the full force provided in the Right Certificates and in this
Agreement.

      In case at any time the name of the Rights Agent shall
be changed and at such time any of the Right Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver
Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name;
and in all such cases such Right Certificates shall have the
full force provided in the Right Certificates and in this
Agreement.

Section 20.  DUTIES OF RIGHTS AGENT.  The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound
   a)  The Rights Agent may consult with legal
counsel (who may be legal counsel for the Company), and the
opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance
with such opinion.

   (b)  Whenever in the performance of its duties
under this Agreement the Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, the
President, any Vice President, the Treasurer or the Secretary
of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

   (c)  The Rights Agent shall be liable hereunder
only for its own negligence, bad faith or willful misconduct.

                                    - 21 -
<PAGE>
   (d)  The Rights Agent shall not be liable for or
by reason of any of the statements of fact or recitals
contained in this Agreement or in the Right Certificates
(except its countersignature thereof) or be required to verify
the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.

   (e)  The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution and
delivery hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in
this Agreement or in any Right Certificate; nor shall it be
responsible for any adjustment required under the provisions of
Section 11 hereof (including any adjustment which results in
Rights becoming void) or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment
(except with respect to the exercise of Rights evidenced by
Right Certificates after actual notice of any such adjustment
or voidance); nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or
reservation of any Common Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Common
Shares will, when issued, be validly authorized and issued,
fully paid and nonassessable.

   (f)  The Company agrees that it will Perform,
execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.

   (g)  The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance
of its duties hereunder from any one of the Chairman of the
Board, the President, the Secretary, the Treasurer, the Chief
Financial Officer or any Assistant General Counsel of the
Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in 
good faith in accordance with instructions of any such officer.

   (h)  The Rights Agent and any stockholder,
director, officer or employee of the Rights Agent may buy, sell
or deal in any of the Rights or other securities of the Company
or become pecuniarily interested in any transaction in which
the Company may be interested, or contract with or lend money
to the Company or otherwise act as fully and freely as though


                                    - 22 -
<PAGE>
it were not Rights Agent under this Agreement.  Nothing herein
shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other legal entity.

   (i)  The Rights Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or
agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and
continued employment thereof.  The Rights Agent shall not be
under any duty or responsibility to insure compliance with any
applicable federal or state securities laws in connection with
the issuance, transfer or exchange of Right Certificates.

   (j)  The Rights Agent shall promptly remit to the
Company any funds paid to it upon exercise of the Rights
pursuant to Section 7 hereof.

Section 21.  CHANGE OF RIGHTS AGENT.  The Rights Agent
or any successor Rights Agent may resign and be discharged from
its duties under this Agreement upon 30 days' notice in writing
mailed to the Company and to each transfer agent of the Common
Shares by registered or certified mail, and to the holders of
the Right Certificates by first-class mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares by registered or certified
mail, and to the holders of the Right Certificates by
first-class mail.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the
Company shall fail to make such appointment within a period of
30 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of
a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Rights Agent.  Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United
States or of the States of Ohio or New York (or of any other
state of the United States so long as such corporation is
authorized to do business as a banking institution in the
States of Ohio or New York), in good standing, having a
principal office in the States of Ohio or New York,
which is authorized under such laws to exercise corporate trust


                                    - 23 -
<PAGE>
powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment
as Rights Agent a combined capital and surplus of at least $50
million and which shall otherwise meet any requirements imposed
by the New York Stock Exchange on transfer agents and
registrars.  After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent
any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed
necessary for the purpose.  Not later than the effective date
of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares, and mail a notice thereof in
writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case
may be.


Section 22.  ISSUANCE OF NEW RIGHT CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of
the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form as
may be approved by its Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the
Right Certificates made in accordance with the provisions of
this Agreement.


Section 23.  REDEMPTION.  (a)  The Directors of the
Company may, at their option, at any time prior to 5:00 P.M.,
Cleveland, Ohio time, on the earlier of (i) the fifteenth
calendar day following the Share Acquisition Date or (ii) the
Final Expiration Date, redeem all but not less than all of the
then-outstanding Rights at a redemption price of $.05 per
Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the
"Redemption Price").

            (b)  In addition, if at any time the Company shall
merge with or into, or consolidate with, any Person in a
transaction which is not covered by either Section ll(a)(ii) or
Section ll(d) hereof (and which will not, in connection with
any other related transactions, result in any material assets
of the Company becoming under the direct or indirect ownership


                                    - 24 -
<PAGE>
or control of any Person who at any time has been an Acquiring
Person or an Associate or an Affiliate of an Acquiring Person),
and as a result of such transaction either (i) the Company is
not the continuing or surviving corporation of, such merger or
consolidation, or (ii) all of the Company's outstanding Common
Shares become owned by another Person (or such Person together
with its Affiliates and Associates), then in connection with
the consummation of such merger or consolidation, the Directors
of the Company may, at their option, redeem (at any time,
including without limitation, after the Distribution Date) all
but not less than all of the then-outstanding Rights at the
Redemption Price.

            (c)  Immediately upon the action of the Directors
of the Company ordering the redemption of the Rights, and
without any further action and without any notice, the right to
exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the
Redemption Price.  Promptly after the action of the Directors
ordering the redemption of the Rights, the Company shall
publicly announce such action.  Within 10 calendar days after
ordering the redemption of the Rights, the Company shall give
notice of such redemption to the holders of the
then-outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent
for the Common Shares.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not
the holder receives the notice.  Each such notice of redemption
will state the method by which the payment of the Redemption
Price will be made.

            (d)  At any time following the Share Acquisition
Date, the Directors of the Company may relinquish their rights
to redeem the Rights under paragraphs (a) or (b) above, or
both, by duly adopting a resolution to that effect.
Immediately upon adoption of such resolution, the rights of the
Directors under the portions of this Section 23 specified in
such resolution shall terminate without further action and
without any notice.

Section 24.  NOTICE OF CERTAIN EVENTS.  In case, after
the Distribution Date, the Company shall propose (a) to pay any
dividend payable in stock of any class to the holders of Common
Shares or to make any other distribution to the holders of
Common Shares (other than a regular periodic cash dividend at a
rate not in excess of 125% of the rate of the last cash
dividend theretofore paid) or (b) to offer to the holders of
Common Shares rights, options or warrants to subscribe for or
to purchase any additional Common Shares or shares of stock of
any class or any other securities, rights or options, or (c) to


                                    - 25 -
<PAGE>
effect any reclassification of its Common Shares (other than a
reclassification involving only the subdivision of outstanding
Common Shares), or (d) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50%
of the assets or earning power of the Company and its
Subsidiaries, taken as a whole, to any other Person or Persons,
or (e) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to
each holder of a Right Certificate, in accordance with Section
25 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock
dividend, distribution or offering of rights, options or
warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of
participation therein by the holders of the Common Shares, if
any such date is to be fixed, and such notice shall be so
given, in the case of any action covered by clause (a) or
(b) above, at least 20 calendar days prior to the record date
for determining holders of the Common Shares for purposes of
such action, and, in the case of any such other action, at
least 20 calendar days prior to the date of the taking of such
proposed action or the date of participation therein by the
holders of the Common Shares, whichever shall be the earlier.

   In case any of the events set forth in Section
ll(a)(ii) or Section ll(d) hereof shall occur, then, in any
such case, the Company shall as soon as practicable thereafter
give to the Rights Agent and each holder of a Right
Certificate, in accordance with Section 25 hereof, a notice of
the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights.

Section 25.  NOTICES.  Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by
the holder of any Right Certificate to or on the Company shall
be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

       Parker-Hannifin Corporation

       17325 Euclid Avenue
       Cleveland, Ohio 44112
       Attention:  Secretary

Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by


                                    - 26 -
<PAGE>
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

       AmeriTrust Company National Association

       900 Euclid Avenue
       Cleveland, Ohio 44101
       Attention:  Corporate Trust Department

Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Right Certificate shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed to such holder
at the address of such holder as shown on the registry books of
the Rights Agent.

Section 26.  SUPPLEMENTS AND AMENDMENTS.  Prior to the
Distribution Date, the Company may, and the Rights Agent shall,
if the Company so directs, supplement or amend any provision of
this Agreement without the approval of any holders of
certificates representing Common Shares, except for a
supplement or amendment which would change the Redemption Price
or the Final Expiration Date or reduce the number of Common
Shares for which a Right is then exercisable.  No such
supplement or amendment shall affect the rights, duties,
obligations or compensation of the Rights Agent without its
written consent.  From and after the Distribution Date, the
Company and the Rights Agent may at any time and from time to
time supplement or amend this Agreement without the approval of
any holders of Rights in order to cure any ambiguity, to
correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions herein,
or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Rights
Agent may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Rights.

Section 27.  SUCCESSORS.  All the covenants and
provisions of this Agreement by or for the benefit of the
Company or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.  The
Company covenants and agrees that it shall not (i) consolidate
with, (ii) merge with or into, or (iii) sell or transfer to, in
one or more transactions, assets or earning power aggregating
more than 50% of the assets or earning power of the Company and
its Subsidiaries, taken as a whole, any Acquiring Person or its
Affiliates or Associates if at the time of or after such
consolidation, merger or sale there would be any charter or
by-law provisions or any rights, options, warrants or other
instruments or securities outstanding or agreements in effect
or any other actions taken which would eliminate or otherwise
diminish the benefits intended to be afforded by the Rights


                                    - 27 -
<PAGE>
without the affirmative vote of the holders of at least 80% of
the then-outstanding Rights beneficially owned by Persons other
than the Acquiring Person or its Affiliates or Associates.  The
Company shall not consummate any such consolidation, merger or
sale unless prior thereto the Company and such other Person
shall have executed and delivered to the Rights Agent a
supplemental agreement evidencing compliance with this Section.

Section 28.  BENEFITS OF THIS AGREEMENT.  Nothing in
this Agreement shall be construed to give to any Person other
than the Company, the Rights Agent and the registered holders
of the Right Certificates (and, prior to the Distribution Date,
the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates.

Section 29.  ACTION BY DIRECTORS.  Whenever any action
hereunder or in connection with the Rights is required or
permitted to be taken by the Directors of the Company, such
action may be taken by the Executive Committee of the Directors
or by any other duly authorized committee thereof.

Section 30.  SEVERABILITY.  If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired
or invalidated.

Section 31.  GOVERNING LAW.  This Agreement and each
Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Ohio and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.

Section 32.  COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute
but one and the same instrument.

Section 33.  DESCRIPTIVE HEADINGS.  Descriptive headings
of the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.






                                    -28 -
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and their respective
corporate seals to be hereunto affixed and attested, this 10th
day of February, 1987.




PARKER-HANNIFIN CORPORATION


Attest:


        J.D. Whiteman                    P.G. Schloemer
        ____________________             ____________________
        J.D. Whiteman                    P.G. Schloemer
        Secretary                        President and Chief Executive Officer


Attest:                        AMERITRUST COMPANY NATIONAL
                               ASSOCIATION


        D.A. Hogan                       B. William Bedy
        ____________________             ____________________
        D.A. Hogan, Trust Officer        B. William Bedy, Vice President



                                    - 29 -
<PAGE>
                                                            Exhibit A


               [Form of Right Certificate]


         Certificate No. R-                                 Rights

    NOT EXERCISABLE AFTER February 17, 1997 OR
    EARLIER IF REDEEMED.  THE RIGHTS ARE
    SUBJECT TO REDEMPTION, AT THE OPTION OF THE
    COMPANY, AT $.05 PER RIGHT ON THE TERMS SET
    FORTH IN THE RIGHTS AGREEMENT.  [THE RIGHTS
    REPRESENTED BY THIS CERTIFICATE WERE ISSUED
    TO OR ACQUIRED BY A PERSON WHO WAS AN
    ACQUIRING PERSON OR AN AFFILIATE OR
    ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
    TERMS ARE DEFINED IN THE RIGHTS
    AGREEMENT).  THIS RIGHT CERTIFICATE AND THE
    RIGHTS REPRESENTED HEREBY MAY BECOME VOID
    IN THE CIRCUMSTANCES SPECIFIED IN SECTION
    ll(a)(ii) OR SECTION ll(d) OF THE RIGHTS
    AGREEMENT.*]
                    Right Certificate
               PARKER-HANNIFIN CORPORATION


      This certifies that ____________________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject
to the terms, provisions and conditions of the Rights
Agreement dated as of February __, 1987 (the "Rights
Agreement") between Parker-Hannifin Corporation, an Ohio
corporation (the "Company"), and AmeriTrust Company National
Association, a National Banking Association (the "Rights
Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (Cleveland, Ohio time)
on February 17, 1997 at the principal office of the Rights
Agent, or its successors as Rights Agent, in New York,
New York, one fully paid nonassessable Common Share, par value
$.50 per share (a "Common Share") of the Company, at a
purchase price of $100 per Common Share (the "Purchase
Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly

_________________________
*  The portion of the legend in brackets shall be inserted
   only if applicable.

                                     A-1
<PAGE>
executed.  The number of Rights evidenced by this Right
Certificate (and the number of shares which may be purchased
upon exercise thereof) set forth above, and the Purchase Price
set forth above, are the number and Purchase Price as of
February 18, 1987, based on the Common Shares as constituted
at such date.


      As provided in the Rights Agreement, the Purchase Price
and the number of Common Shares which may be purchased upon
the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening
of certain events.


      This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which
terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of


the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the
holders of the Right Certificates.  Copies of the Rights
Agreement are on file at the above-mentioned office of the
Rights Agent.


      This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
Rights Agent in New York, New York or Cleveland, Ohio, may be
exchanged for another Right Certificate or Right Certificates
of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of Common Shares as the
Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to
purchase.  If this Right Certificate shall be exercised in
part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.


      Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.05 per Right.


      No fractional Common Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which may, at the election of the Company, be
evidenced by depository receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

                                     A-2
<PAGE>
      No holder of this Right Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the
holder of the Common Shares or of any other securities of the
Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement
or herein be construed to confer upon the holder hereof, as
such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or, to receive
notice of meetings or other actions affecting shareholders
(except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have
been exercised as provided in the Rights Agreement.


      This Right Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the
Rights Agent.

      WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.  Dated as of
February 18, 1987.


ATTEST:                        PARKER-HANNIFIN CORPORATION


Secretary                      Title:


Countersigned:

BY                     
   Authorized Signature


[Form of Reverse Side of Right Certificate]


FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer the Right Certificates.)


                                     A-3
<PAGE>
      FOR VALUE RECEIVED, ____________________________________
hereby sells, assigns and transfers unto _____________________
______________________________________________________________
         (Please print name and address of transferee)


______________________________________________________________
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company,
with full power of substitution.



Dated: _______________, 19__




                                  _____________________________
                                  Signature


Signature Guaranteed:


                       NOTICE
      The signature to the foregoing Assignment must
correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or
enlargement or any change whatsoever.
         
    FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to
exercise the Right Certificate.)
To Parker-Hannifin Corporation:


      The undersigned hereby irrevocably elects to
exercise _________________________ Rights represented by this
Right Certificate to purchase the Common Shares issuable upon
the exercise of such Rights and requests that certificates for
such shares be issued in the name of:

Please insert social security
or other identifying number


_______________________________________________________________
     (Please print name and address)

                                     A-4
<PAGE>
If such number of Rights shall not be all the Rights evidenced
by this Right Certificate, a new Right Certificate for the
balance remaining of such Rights shall be registered in the
name of and delivered to:

Please insert social security
or other identifying number


_______________________________________________________________
     (Please print name and address)

_______________________________________________________________

Dated: _______________, 19__


                               Signature
         
                            (Signature must conform in all
                            respects to name of holder as
                            specified on the face of this
                            Right Certificate)

Signature Guaranteed:



                                     A-5
<PAGE>

                                                            EXHIBIT B

        SUMMARY OF RIGHTS TO PURCHASE
                    COMMON SHARES

      On January 29, 1987, the Directors of Parker-Hannifin Corporation (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding Common Share, $.50 par value (the "Common Shares"), of the
Company.  The distribution is payable on February 18, 1987 (the "Record Date")
to the shareholders of record as of the close of business on the Record Date.
Each Right entitles the registered holder to purchase from the Company one
Common Share at a price of $100 per share, subject to adjustment (the
"Purchase Price").  The description and terms of the Rights are set forth in a
Rights Agreement dated as of February 10, 1987 (the "Rights Agreement") between
the Company and AmeriTrust Company National Association, as Rights Agent (the
"Rights Agent").

      Until the earlier of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares, or (ii) 10 days following the commencement
of a tender offer or exchange offer for 20% or more of such outstanding Common
Shares (the earlier of such dates being hereinafter called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached thereto.  The Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.  As soon as
practicable following the Distribution Date (as defined above), separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

      The Rights are not exercisable until the Distribution
Date.  The Rights will expire on February 17, 1997, unless
earlier redeemed by the Company as described below.

      The Purchase Price payable, and the number of Common
Shares or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of


                                     B-1
<PAGE>
certain rights, options or warrants to subscribe for Common
Shares or convertible securities at less than the current
market price of the Common Shares, or (iii) upon the
distribution to holders of the Common Shares of evidences of
indebtedness, cash (excluding regular periodic cash dividends
at a rate not in excess of 125% of the rate of the last cash
dividend theretofore paid) assets, stock (other than dividends
payable in Common Shares) or of subscription rights, options
or warrants (other than those referred to above).

      In the event that an Acquiring Person merges into the
Company and the Company's Common Shares are not changed or
exchanged, or in the event that an Acquiring Person engages in
one of a number of self-dealing transactions specified in the
Rights Agreement, proper provision shall be made so that each
holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person after the date upon
which the Acquiring Person became such (which will thereafter
be void), will thereafter have the right to receive upon
exercise thereof at the then current Purchase Price, that
number of Common Shares having a market value of two times the
Purchase Price.  In the event that the Company is acquired by
an Acquiring Person in a merger or other business combination
transaction or 50% or more of its assets or earning power are
sold to an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights that are or
were beneficially owned by the Acquiring Person after the date
upon which the Acquiring Person became such (which will
thereafter be void), shall thereafter have the right to
receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock (or,
under certain circumstances, an economically equivalent
security or securities) of the surviving, resulting or
acquiring person which at the time of such transaction would
have a market value of two times the Purchase Price.

      With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No
fractional shares will be issued (other than fractions which
may, at the election of the Company, be evidenced by
depository receipts), and in lieu thereof, a payment in cash
will be made based on the market price of the Common Shares on
the last trading day prior to the date of exercise.

      At any time prior to the fifteenth day following a
public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 20% or
more of the outstanding Common Shares, or, under certain
circumstances, upon a merger or consolidation of the Company
with or into a corporation which is not an Acquiring Person,
the Company may redeem the Rights in whole, but not in part,


                                     B-2
<PAGE>
at a price of $.05 per Right (the "Redemption Price").
Immediately upon the action of the Directors of the Company
electing to redeem the Rights, the right to exercise the
Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.  The Company
will give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders
at their last addresses as they appear on the Registry Books
of the Rights Agent.

      Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

      Prior to the Distribution Date, the Rights Agreement
may be amended or supplemented by the Company and the Rights
Agent without the approval of any holders of Rights in any
manner, except for an amendment or supplement which would
change the Redemption Price or the Final Expiration Date, or
reduce the number of Common Shares for which a Right is then
exercisable.  After the Distribution Date, the Rights
Agreement may be so amended or supplemented to cure ambiguity,
correct or supplement defective or inconsistent provisions or
otherwise as the Company and the Rights Agent may deem
necessary or desirable and shall not adversely affect the
interests of the Rights holders.

      A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated _______________.  A
copy of the Rights Agreement is available free of charge from
the Company.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby
incorporated herein by reference.


                                     B-3

<PAGE>
                                  EXHIBIT 5

April 20, 1994


Parker-Hannifin Corporation
17325 Euclid Avenue
Cleveland, Ohio  44112


Re:  Corporation 1993 Stock Incentive Program


Ladies and Gentlemen:

      I have acted as counsel for Parker-Hannifin Corporation, an Ohio
corporation (the "Company"), in connection with its 1993 Stock Incentive 
Program ("Program").  I have examined such documents, records and matters of 
law as I have deemed necessary for purposes of this opinion, and based 
thereon, I am of the opinion that the shares of the Company's Common Stock, 
par value $.50 per share (the "Common Shares"), that may be issued and sold 
pursuant to the Program will be duly authorized, validly issued, fully paid 
and nonassessable when issued and sold in accordance with the Program, 
provided that the consideration receivedby the Company is at least equal to 
the par value of the  Common Shares.

      I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 that is being filed by the Company with the
Securities and Exchange Commission regarding the Program.

Very truly yours,


    Thomas A. Piraino, Jr.
    Thomas A. Piraino, Jr.
    Vice President - Law



<PAGE>
                                 Exhibit 23(a)




                   CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the inclusion in this registration statement on Form S-8 of 
our report dated August 10, 1993, on our audits of the financial statements 
and financial statement schedules of Parker Hannifin Corporation.


                                               COOPERS & LYBRAND
                                               COOPERS & LYBRAND



Cleveland, Ohio
April 19, 1994
<PAGE>


                                   EXHIBIT 24
                           DIRECTORS AND OFFICERS OF
                          PARKER-HANNIFIN CORPORATION

                      REGISTRATION STATEMENT ON FORM S-8

                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Parker-Hannifin Corporation, an Ohio corporation (the "Company"),
hereby (1) constitutes and appoints Duane E. Collins, Michael J. Hiemstra,
Patrick S. Parker and Joseph D. Whiteman, collectively and individually, as his
agents and attorneys-in-fact with full power of substitution and resubstitution
to (a) sign and file on his behalf and in his name, place and stead in any and
all capacities (i) a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Securities Act of 1933,
as amended, of up to 2,000,000 additional shares of the Company's Common Stock,
par value $.50 per share, for issuance under the Company's 1993 Stock Incentive
Program, (ii) any and all amendments, including post-effective amendments, and
exhibits to the Registration Statement and (iii) any and all applications or
other documents to be filed with the Securities and Exchange Commission or any
state securities commission or other regulatory authority with respect to the
securities covered by the Registration Statement and (b) do and perform any and
all other acts and deeds whatsoever that may be necessary or required in the
premises and (2) ratifies and approves any and all actions that may be taken
pursuant hereto by any of the above-named agents and attorneys-in-fact or their
substitutes.

      IN WITNESS WHEREOF, the undersigned directors and offices of the Company
have hereunto set their hands this 14th day of April, 1994.



        P. S. Parker                        F. A. LePage    
_____________________________              ______________________
    P. S. Parker, Chairman of               F. A. LePage, Director
    the Board and Director

       D. E. Collins                        P. W. Likins
_____________________________               ______________________
    D. E. Collins, Chief Executive          P. W. Likins, Director
    Officer and Director

       M. J. Hiemstra                       A. L. Rayfield 
_____________________________               ______________________
    M. J. Hiemstra, Principal               A. L. Rayfield, Director
    Financial Officer

     H. C. Gueritey, Jr.                    P. G. Schloemer
_____________________________               _______________________
    H. C. Gueritey, Jr.                     P. G. Schloemer, Director
    Principal Accounting Officer


       J. G. Breen                          W. R. Schmitt 
_____________________________               _______________________
    J. G. Breen, Director                   W. R. Schmitt, Director

      P. C. Ely, Jr.                        W. Seipp
_____________________________               _______________________
    P. C. Ely, Jr. Director                 W. Seipp, Director

       A. H. Ford                           D. W. Sullivan
_____________________________               _______________________
    A. H. Ford, Director                    D. W. Sullivan, Director
[{"type": "S-8", "sequence": "1", "description": "TEXT TO THE FORM S-8", "secsgml_size_bytes": 188915}]
{"company-data": {"conformed-name": "PARKER HANNIFIN CORP", "cik": "0000076334", "assigned-sic": "3490", "irs-number": "340451060", "state-of-incorporation": "OH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53193", "film-number": "94523517"}, "business-address": {"street1": "17325 EUCLID AVE", "city": "CLEVELAND", "state": "OH", "zip": "44112", "phone": "2165313000"}, "former-company": {"former-conformed-name": "PARKER APPLIANCE CO", "date-changed": "19670907"}}
Registration No.
_____________________________________________________________________________
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           _________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                           _________________________

                           PARKER-HANNIFIN CORPORATION            
            (Exact name of registrant as specified in its charter)

          Ohio                                                34-0451060      
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                     17325 Euclid Avenue, Cleveland, Ohio 44112         
            (Address of principal executive offices including zip code)

                          PARKER-HANNIFIN CORPORATION
                         1993 STOCK INCENTIVE PROGRAM
                            (Full title of the plan)

                           Joseph D. Whiteman, Esq.
                 Vice President, General Counsel and Secretary
                          Parker-Hannifin Corporation
                              17325 Euclid Avenue
                            Cleveland, Ohio  44112        
                    (Name and address of agent for service)

                                (216) 531-3000                           
            (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                       Proposed    
 Title of                              maximum     
securities        Amount               offering     aggregate       Amount of
 to be            to be                price per    offering        registration
registered        registered           share        price           fee
______________________________________________________________________________
Common Stock,
par value
$.50 per share    2,000,000 shares(1)  $41.00(2)    $82,000,000(2)  $28,275.86
______________________________________________________________________________

(1)  Such additional indeterminable number of shares of Common Stock is hereby
     registered as may be required by reason of the anti-dilution provisions of
     the Parker-Hannifin Corporation 1993 Stock Incentive Program.

(2)  In accordance with Rule 475(h) of the General Rules and Regulations under
     the Securities Act of 1933, this estimate is made solely for the purpose
     of calculating the amount of the registration fee and is based on the
     average of the high and low prices of the Common Stock on the New York
     Stock Exchange on April 18, 1994.

Page 1 of 68                        Exhibit Index Appears on Sequential Page 9
Part II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by Parker-Hannifin Corporation
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:

     (1)   Annual Report on Form 10-K for the fiscal year ended June 30, 1993;

     (2)   Quarterly Reports on Form 10-Q for the quarters ended September 30,
           1993, and December 31, 1993;

     (3)   Current Report on Form 8-K filed with the Commission on April 14,
           1994; and

     (4)   The description of the Company's Common Stock, par value $.50 per
           share, including related Rights, contained in the Company's
           Registration Statement on Form 8-A filed with the Commission on
           February 6, 1987 and any amendments and reports filed for the
           purpose of updating that description.

     All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing of this registration statement and prior to the filing of a post-
effective amendment indicating that all securities offered under the Company's
1993 Stock Incentive Program have been sold or deregistering all securities 
then remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VII of the Company's Code of Regulations provides as follows:

     The Corporation shall indemnify, to the full extent permitted or 
authorized by the Ohio General Corporation Law as it may from time to time be 
amended, any person made or threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director, officer or employee of the Corporation, or is or was serving at the 
request of the Corporation as a director, trustee, officer or employee of 
another corporation, partnership, joint venture, trust or other enterprise.  
The indemnification provided by this Article VII shall not be deemed exclusive 
of any other rights to which any person seeking indemnification may be 
entitled under the articles of incorporation or the regulations, or any 
agreement, vote of shareholders or disinterested directors, or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office, and shall continue as to a person who has 
ceased to be a director, trustee, officer or employee and shall inure to the 
benefit of the heirs, executors and administrators of such a person.

                                     II-1
Section 1701.13(E) of the Ohio Revised Code provides as follows:

   (E)(1)   A corporation may indemnify or agree to indemnify any person who 
was or is a party or is threatened to be made party, to any threatened, 
pending, or completed action, suit, or proceeding, whether civil, criminal, 
administrative, or investigative, other than an action by or in the right of 
the corporation, by reason of the fact that he is or was a director, officer, 
or employee, or agent of the corporation, or is or was serving at the request 
of the corporation as a director, trustee, officer, employee, or agent of 
another corporation, domestic or foreign, nonprofit or for profit, 
partnership, joint venture, trust or other enterprise, against expenses, 
including attorneys' fees, judgments, fines, and amounts paid in settlement 
actually and reasonably incurred by him in connection with such action, suit, 
or proceeding if he acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the corporation, 
and with respect to any criminal action or proceeding, had no reasonable 
cause to believe his conduct was unlawful.  The termination of any action, 
suit, or proceeding by judgment, order, settlement, conviction, or upon a plea 
of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which he 
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     (2)   A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in 
connection with the defense or settlement of such action or suit if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation, except that no indemnification shall 
be made in respect of any of the following:

          (a)  Any claim, issue, or matter as to which such person is adjudged
    to be liable for negligence or misconduct in the performance of his duty
    to the corporation unless, and only to the extent that the court of common
    pleas or the court in which such action or suit was brought determines
    upon application that, despite the adjudication of liability, but in view
    of all the circumstances of the case, such person is fairly and reasonably
    entitled to indemnity for such expenses as the court of common pleas or
    such other court shall deem proper;

          (b)  Any action or suit in which the only liability asserted against
    a director is pursuant to Section 1701.95 of the Revised Code.
  
     (3)   To the extent that a director, trustee, officer, employee, or agent
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in divisions (E)(1) and (2) of this section, or in
defense of any claim, issue, or matter therein, he shall be indemnified against

                                     II-2
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.

     (4)   Any indemnification under divisions (E)(1) and (2) of this section,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in divisions (E)(1) and 
(2) of this section.  Such determination shall be made as follows:

          (a)  By a majority vote of a quorum consisting of directors of the
    indemnifying corporation who were not and are not parties to or threatened
    with any such action, suit, or proceeding;

          (b)  If the quorum described in division (E)(4)(a) of this section
    is not obtainable or if a majority vote of a quorum of disinterested
    directors so directs, in a written opinion by independent legal counsel
    other than an attorney, or a firm having associated with it an attorney,
    who has been retained by or who has performed services for the corporation 
    or any person to be indemnified within the past five years;

          (c)  By the shareholders; or

          (d)  By the court of common pleas or the court in which such action,
    suit, or proceeding was brought.

     Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.

        (5)(a)   Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in divisions (E)(1) and 
(2) of this section, the articles or the regulations of a corporation state by
specific reference to this division that the provisions of this division do not
apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to Section 1701.95 of the Revised Code, 
expenses, including attorney's fees, incurred by a director in defending the 
action, suit, or proceeding shall be paid by the corporation as they are 
incurred, in advance of the final disposition of the action, suit, or 
proceeding upon receipt of an undertaking by or on behalf of the director in 
which he agrees to do both of the following:

                (i)  Repay such amount if it is proved by clear and convincing
          evidence in a court of competent jurisdiction that his action or
          failure to act involved an act or omission undertaken with
          deliberate intent to cause injury to the corporation or undertaken
          with reckless disregard for the best interests of the corporation;

                                     II-3
(ii) Reasonably cooperate with the corporation concerning the
          action, suit, or proceeding.

          (b)   Expenses, including attorney's fees, incurred by a director,
    trustee, officer, employee, or agent in defending any action, suit, or
    proceeding referred to in divisions (E)(1) and (2) of this section, may be
    paid by the corporation as they are incurred, in advance of the final
    disposition of the action, suit, or proceeding as authorized by the
    directors in the specific case upon receipt of an undertaking by or on
    behalf of the director, trustee, officer, employee, or agent to repay such
    amount, if it ultimately is determined that he is not entitled to be
    indemnified by the corporation.

     (6)   The indemnification authorized by this section shall not be 
exclusive of, and shall be in addition to any other rights granted to those 
seeking indemnification under the articles or the regulations or any 
agreement, vote of shareholders or disinterested directors, or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office, and shall continue as to a person who has 
ceased to be a director, trustee, officer, employee, or agent and shall inure 
to the benefit of the heirs, executors, and administrators of such a person.

     (7)   A corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit, or 
self-insurance, on behalf of or for any person who is or was a director, 
officer, employee, or agent of the corporation, or is or was serving at the 
request of the corporation as a director, trustee, officer, employee, or agent 
of another corporation, domestic or foreign, nonprofit or for profit, 
partnership, joint venture, trust, or other enterprise against any liability 
asserted against him and incurred by him in any such capacity, or arising out 
of his status as such, whether or not the corporation would have the power to 
indemnify him against such liability under this section.  Insurance may be 
purchased from or maintained with a person in which the corporation has a 
financial interest.

     (8)   The authority of a corporation to indemnify persons pursuant to
divisions (E)(1) and (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to divisions (E)(5), (6), and (7) of this section. 
Divisions (E)(1) and (2) of this section do not create any obligation to repay
or return payments made by the corporation pursuant to divisions (E)(5), (6), 
or (7).

     (9)   As used in this division, references to "corporation" include all
constituent corporations in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee, or
agent of such a constituent corporation, or is or was serving at the request of
such constituent corporation as a director, trustee, officer, employee, or 
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise shall stand in the same
position under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same 
capacity.

                                     II-4
Under the terms of an Executive Liability and Indemnification Insurance
Policy, filed as Exhibit 10(d) to the Registrant's Form 10-K for the fiscal 
year ended June 30, 1986, to which reference is hereby made, each director and 
certain officers of the Registrant are insured against certain liabilities, 
including liabilities arising under the Securities Act of 1933, as amended 
(the "1933 Act").

     Under the terms of an Indemnification Agreement, filed as Exhibit 10(c) to
the Registrant's Form 10-K for the fiscal year ended June 30, 1987, to which
reference is hereby made, each Director and certain officers of the Registrant
are insured against certain liabilities, including liabilities arising under 
the 1933 Act.

Item 8.  EXHIBITS.

Exhibit No.                 Description of Exhibit

   4(a)     Amended Articles of Incorporation of the Company as of October 22,
            1986.

   4(b)     Code of Regulations of the Company revised as of October, 1985.

   4(c)     Rights Agreement dated as of February 10, 1987 between the Company
            and Ameritrust Company National Association.

   5        Opinion of Counsel

  23(a)     Consent of Independent Auditors

  23(b)     Consent of Counsel (included in Exhibit 5)

  24        Power of Attorney

Item 9.  UNDERTAKINGS

  (a) The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:  (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental 
change in the information set forth in the registration statement; (iii) to 
include any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material change to 
such information in the registration statement; provided, however, that 
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement 
is on Form S-3 or Form S-8, and the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in the 
registration statement.

                                     II-5
(2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

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

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

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

                                     II-6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Cleveland, State of 
Ohio, on this 20th day of April, 1994.

                                          PARKER-HANNIFIN CORPORATION

                                          By:   Joseph D. Whiteman
                                                Joseph D. Whiteman
                                                Vice President, General Counsel
                                                and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the 
capacities and on the date indicated.

      Officers and Directors of Parker-Hannifin Corporation:

PATRICK S. PARKER, Chairman of the Board and Director; DUANE E. COLLINS,
President, Chief Executive Officer and Director; MICHAEL J. HIEMSTRA, Vice
President-Finance and Administration and Principal Financial Officer; HAROLD C.
GUERITEY, JR., Controller and Principal Accounting Officer; JOHN G. BREEN,
Director; PAUL C. ELY, JR., Director; ALLEN H. FORD, Director; FRANK A. LePAGE,
Director; PETER W. LIKINS, Director; ALLAN L. RAYFIELD, Director; PAUL G.
SCHLOEMER, Director; WOLFGANG R. SCHMITT, Director; WALTER SEIPP, Director; and
DENNIS W. SULLIVAN, Director

      This registration statement has been signed on behalf of the above-named
directors and officers of the Company by Joseph D. Whiteman, Vice President,
General Counsel and Secretary of the Company, as attorney-in-fact pursuant to a
power of attorney filed with the Securities and Exchange Commission as Exhibit
24 to this registration statement.

DATED:  April 20, 1994                    By:   Joseph D. Whiteman
                                                Joseph D. Whiteman
                                                Attorney-in-Fact

                                     II-7
EXHIBIT INDEX

                                                               Page Number
Exhibit                                                        in Sequentially
Number                        Exhibit Description              Numbered Copy 

 4(a)          Amended Articles of Incorporation of the
               Company as of October 22, 1986.                       10

 4(b)          Code of Regulations of the Company revised
               as of October, 1985.                                  22

 4(c)          Rights Agreement, dated as of February 10,
               1987, between the Company and Ameritrust
               Company National Association.                         27

 5             Opinion of Counsel                                    66

23(a)          Consent of Independent Auditors                       67

23(b)          Consent of Counsel (included in Exhibit 5)            ---

24             Power of Attorney                                     68

                                     II-8
EXHIBIT 4(a)

AMENDED ARTICLES OF INCORPORATION OF PARKER-HANNIFIN CORPORATION

FIRST. The name of this Corporation is Parker-Hannifin Corporation.

SECOND. The place in the State of Ohio where its principal office is 
located is the City of Cleveland, in Cuyahoga County.

THIRD. The purpose or purposes for which it is formed are:

1. To buy or otherwise acquire, produce, manufacture, assemble, repair,
or otherwise process, and to sell, lease, or otherwise dispose of, and
generally to deal in machinery, equipment, pipe fittings, valves,
mechanical appliances, and parts therefor of every kind and description.

2. To manufacture, compound, refine, fabricate, prepare, process,
convert, or otherwise turn substances of every kind and description into
compounds, combinations, forms, and products of any kind which can be
developed or made therefrom.

3. To undertake, conduct, assist, promote, and participate in every kind
of chemical, industrial, manufacturing, mercantile, or mining 
enterprise, business, undertaking, venture, or operation in any state,
territory, dependency, or colony of the United States, or its insular 
possessions, or in the District of Columbia, or in any foreign country.

4. To acquire by purchase or otherwise and to own, hold, improve,
develop, maintain, use, lease, sell, convey, transfer, mortgage,
guarantee, pledge, exchange, or otherwise deal in or dispose of real and 
personal property, tangible or intangible, including minerals of all 
kinds, of any character whatsoever, including, but not by way of
limitation, letters patent, patent rights, copyrights, licenses, and
franchises, and any or all interests of rights therein.

5. To purchase, apply for, register, obtain, or otherwise acquire, and 
to hold, own, use, operate, develop, and introduce, and to sell, lease, 
assign, pledge, or in any manner dispose of, and in any manner to deal 
with and contract with reference to applications for letters patent, 
patents, patent rights, patented processes, designs, and similar rights, 
copyrights, trademarks, trade names, and similar rights granted by the 
United States or any other government or country, or any interest 
therein, or any inventions, and to acquire, own, use, or in any manner
dispose of any and all inventions, improvements, and processes, labels, 
designs, marks, brands, or other rights, and to work, operate, or 
develop the same.

6. To acquire by purchase, subscription, or otherwise, and to own, hold, 
invest in, sell, negotiate, assign, exchange, dispose of, transfer, 
pledge, hypothecate, mortgage, guarantee, deal in, lend, or borrow money 
upon all forms and kinds of securities, shares of stock, scrip, bonds, 
coupons, debentures, mortgages, notes, commercial paper, trust 
certificates, land trust certificates, certificates of interest, 
certificates of deposit, certificates of indebtedness, bills receivable, 
accounts receivable, contracts, obligations, investments, warrants,

                                    - 1 -
and interim receipts and certificates issued or created by, or claims 
against, any person, firm, corporation, joint stock company, trust, or
association, public or private, wherever or however organized or 
created, or any nation, state, municipality, or political subdivision 
thereof, and to issue in exchange therefor, in any manner permitted by
law, shares of the capital stock, bonds, or other obligations of this 
Corporation; and, while the holder or owner of any such securities or 
property, to possess and exercise in respect thereof any and all rights, 
powers, and privileges of ownership, including all voting, consenting, 
or other rights in or in respect thereof.

7. To promote, carry on, or participate with others in the organization, 
merger, consolidation, financing, liquidation, realization, or 
reorganization of corporations, partnerships, or associations engaged in 
any lawful business enterprise; to become interested in or participate 
with others in any subscription, underwriting, or syndicate; and to 
enter into contracts, whether alone or with others, for the purchase, 
issuance, and sale of any securities, property, or rights.

8. To make, enter into, perform and carry out any arrangements, 
contracts, and/or agreements of every kind, for any lawful purpose, 
without limit as to amount or otherwise, with any corporation, 
association, partnership, firm, trustee, syndicate, individual, and/or 
any political or governmental division or subdivision, domestic or
foreign; to obtain therefrom or otherwise to acquire by purchase, lease, 
assignment, or otherwise any powers, rights, privileges, immunities, 
franchises, guaranties, grants, and concessions; to hold, own, exercise, 
exploit, dispose of, and realize upon the same; and to undertake, 
conduct, operate, or participate in any business dependent thereon.

9. To borrow or acquire, in any manner permitted by law, money for any 
of the purposes of this Corporation, with or without security, and to 
mortgage, pledge, hypothecate, encumber in any manner, and/or place in 
the hands of trustees, as security for the payment of money borrowed or 
in fulfillment of any obligation of this Corporation, any or all 
property and assets which this Corporation may own or acquire; to draw, 
make, accept, endorse, discount and have discounted, execute, issue, and 
deal in every lawful manner in promissory notes, bills of exchange, 
debentures, bonds, warrants, scrip, drafts, and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to secure the 
payment of any thereof, together with interest thereon, by pledge,
mortgage, conveyance, or assignment of the whole or any part of the
property and assets of this Corporation, whether at the time owned or 
thereafter acquired.

10. To lend money on time or call and with or without collateral 
security, and to give credit to individuals, firms, corporations, 
associations, or co-partnerships, and to municipalities, states, nations 
or any political subdivisions thereof, and to realize upon any property 
taken by the Corporation as collateral security for any loans.

11. To cause or allow the legal title and/or estate, right, or interest
in any property, whether real, personal, or mixed, owned, acquired,

                                    - 2 -
controlled, or operated by the Corporation, to remain or to be vested or 
registered in the name of or operated by any person, firm, association,
or corporation, domestic or foreign, formed or to be formed, either upon 
trust for or as agents or nominees of this Corporation or upon any other 
proper terms or conditions which the Board of Directors may consider for 
the benefit of the Corporation.

12. To purchase its own shares in accordance with the provisions of the 
Ohio General Corporation Law, by action of its Board of Directors, and 
without action by its shareholders, such purchases to be made either in 
the open market or at public or private sale, in such manner and 
amounts, from such holder or holders of outstanding shares of the 
Corporation, and at such prices as the Board of Directors shall from 
time to time determine.

13. To have one or more offices or plants, to carry on and conduct all 
or any part of its operations and business, without restriction or
limitation as to amount, both within and without the State of Ohio; and 
this Corporation may qualify under the laws of, be domiciled in, and 
conduct any or all of its business in any city, state, commonwealth,
district, territory, or colony of the United States, and in any or all
foreign countries.

14. To do any one or more of the acts and things expressed in this 
Article THIRD either as principal or as agent or representative for any 
other person, firm, association, corporation, municipality, county, 
state, body politic, government, or dependency thereof.

15. In general to do any and all things herein set forth and, in 
addition, such other acts and things as are incident or conducive to the 
attainment of the purposes of this Corporation, or any of them, to the 
same extent that natural persons lawfully might or could do in any part 
of the world, insofar as such acts and things are not inconsistent with 
the provisions of the laws of the State of Ohio.

The objects and purposes specified in the foregoing clauses of this 
Article THIRD shall be construed both as objects and powers, and shall, 
except where otherwise expressed, be in no wise limited or restricted by 
reference to, or inference from, the terms of any other clause in this 
Article THIRD or elsewhere in these Amended Articles of Incorporation, 
but the objects and purposes specified in each of the foregoing clauses 
of this Article THIRD shall be regarded as independent objects and 
purposes and shall not be held to limit or restrict in any way the
general powers of the Corporation to do any act permitted by the laws of 
the State of Ohio.

FOURTH. The authorized number of shares of the Corporation is 
153,000,000 consisting of 3,000,000 shares of Serial Preferred Stock of 
the par value of $.50 per share (hereinafter called "Serial Preferred 
Stock") and 150,000,000 Common Shares of the par value of $.50 per share 
(hereinafter called "Common Shares").

                                    - 3 -
The shares of each class shall have the following express terms:

DIVISION A
EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

1. The Serial Preferred Stock may be issued from time to time in series. 
All shares of Serial Preferred Stock of any one series shall be 
identical with each other in all respects, except as to the date from 
which dividends thereon shall be cumulative.  All shares of Serial
Preferred Stock shall rank equally and shall be identical, except in 
respect of the matters that may be fixed by the Board of Directors as 
hereinafter provided. Subject to the provisions of sections 2 to 8, both 
inclusive, of this Division A, which provisions shall apply to all 
shares of Serial Preferred Stock, the Board of Directors is hereby 
authorized to cause such shares of Serial Preferred Stock to be issued 
in one or more series and with respect to each such series prior to the 
issuance thereof to fix:

(a) The designation of the series, which may be by distinguishing 
number, letter or title.

(b) The number of shares of the series, which number the Board of 
Directors may increase or decrease, except where otherwise provided in 
the creation of the series.

(c) The dividend rate of the series.

(d) The dates at which dividends, if declared, shall be payable, and the 
dates from which dividends shall be cumulative.

(e) The liquidation price of the series.

(f) The redemption rights and price or prices, if any, for shares of the 
series.

(g) The terms and amount of any sinking fund provided for the purchase 
or redemption of shares of the series.

(h) Whether the shares of the series shall be convertible into Common 
Shares, and, if so, the conversion price or prices and the adjustments 
thereof, if any, and all other terms and conditions upon which such
conversion may be made.

(i) Restrictions (in addition to those set forth in sections 6 (b) and 
6 (c) of this Division A) on the issuance of shares of the same series 
or of any other class or series.

The Board of Directors is authorized to adopt from time to time 
amendments to the Articles of Incorporation of the Corporation fixing, 
with respect to each such series, the matters specified in clauses 
(a) to (i) both inclusive of this section 1.

                                    - 4 -
2. The holders of Serial Preferred Stock of each series, in preference 
to the holders of Common Shares and any other class of shares ranking 
junior to the Serial Preferred Stock, shall be entitled to receive out 
of any funds legally available and when and as declared by the Board of 
Directors cash dividends at the rate (and no more) for such series fixed 
in accordance with the provisions of section 1 of this Division A, 
payable quarterly on the dates fixed for such series. Such dividends 
shall be cumulative, in the case of shares of each particular series, 
from and after the date or dates fixed with respect to such series. No 
dividends may be paid upon or declared and set apart for any of the 
Serial Preferred Stock for any quarterly dividend period unless at the 
same time a like proportionate dividend for the same quarterly dividend 
period, ratably in proportion to the respective annual dividend rates
fixed therefor, shall be paid upon or declared or set apart for all 
Serial Preferred Stock of all series then outstanding and entitled to 
receive such dividend.

3. So long as any Serial Preferred Stock is outstanding, no dividend, 
except a dividend payable in Common Shares or any other shares of the 
Corporation ranking junior to the Serial Preferred Stock, shall be paid 
or declared or any distribution be made except as aforesaid on the 
Common Shares or any other shares of the Corporation ranking junior to 
the Serial Preferred Stock, nor shall any Common Shares or any other 
shares of the Corporation ranking junior to the Serial Preferred Stock 
be purchased, retired or otherwise acquired by the Corporation (except 
out of the proceeds of the sale of Common Shares or any other shares of 
the Corporation ranking junior to the Serial Preferred Stock received by 
the Corporation subsequent to June 30, 1967):

(a) Unless all accrued and unpaid dividends on the Serial Preferred 
Stock, including the full dividends for the current quarterly dividend 
period, shall have been declared and paid or a sum sufficient for 
payment thereof set apart; and

(b) Unless there shall be no default with respect to the redemption of 
Serial Preferred Stock of any series from, and no default with respect 
to any required payment into, any sinking fund provided for shares of 
such series in accordance with the provisions of section 1 of this 
Division A.

4. (a) Subject to the express terms of each series and to the provisions 
of section 6(b) (iii) of this Division A, the Corporation (i) may from 
time to time redeem all or any part of the Serial Preferred Stock of any 
series at the time outstanding at the option of the Board of Directors 
at the applicable redemption price for such series fixed in accordance 
with the provisions of section 1 of this Division A, or (ii) shall from 
time to time make such redemptions of the Serial Preferred Stock as may 
be required to fulfill the requirements of any sinking fund
provided for shares of such series at the applicable sinking fund 
redemption price fixed in accordance with the provisions of section 1 of 
this Division A, together in each case with accrued and unpaid dividends 

                                    - 5 -
to the redemption date.

(b) Notice of every such redemption shall be mailed, by first class 
mail, postage prepaid, to the holders of record of the Serial Preferred 
Stock to be redeemed at their respective addresses then appearing on the
books of the Corporation, not less than 30 nor more than 60 days prior 
to the date fixed for such redemption. At any time before or after 
notice has been given as above provided, the Corporation may deposit the 
aggregate redemption price of the shares of Serial Preferred Stock to be 
redeemed, together with accrued and unpaid dividends thereon to the 
redemption date, with any bank or trust company in Cleveland, Ohio, or 
New York, New York, having capital and surplus of more than $5,000,000, 
named in such notice, directed to be paid to the respective holders of 
the shares of Serial Preferred Stock so to be redeemed, in amounts equal 
to the redemption price of all shares of Serial Preferred Stock so to be 
redeemed, together with accrued and unpaid dividends thereon to the 
redemption date, on surrender of the stock certificate or certificates 
held by such holders, and upon the giving of such notice and the making 
of such deposit such holders shall cease to be shareholders with respect 
to such shares, and after such notice shall have been given and such 
deposit shall have been made such holders shall have no interest in or
claim against the Corporation with respect to such shares except only to 
receive such money from such bank or trust company without interest or 
the right to exercise, before the redemption date, any unexpired rights 
of conversion. In case less than all of the outstanding shares of Serial 
Preferred Stock are to be redeemed, the Corporation shall select by 
lot the shares so to be redeemed in such manner as shall be prescribed 
by its Board of Directors.

If the holders of shares of Serial Preferred Stock which shall have been 
called for redemption shall not, within six years after such deposit, 
claim the amount deposited for the redemption thereof, any such bank or 
trust company shall, upon demand, pay over to the Corporation such 
unclaimed amounts and thereupon such bank or trust company and the 
Corporation shall be relieved of all responsibility in respect thereof 
and to such holders.

(c) Any shares of Serial Preferred Stock which are redeemed by the 
Corporation pursuant to the provisions of this section 4 of this 
Division A and any shares of Serial Preferred Stock which are purchased 
and delivered in satisfaction of any sinking fund requirements provided 
for shares of such series and any shares of Serial Preferred Stock which 
are converted in accordance with their express terms shall be cancelled 
and not reissued.  Any shares of Serial Preferred Stock otherwise 
acquired by the Corporation shall be restored to the status of
authorized and unissued shares of Serial Preferred Stock without serial 
designation.

5. (a) The holders of Serial Preferred Stock of any series shall, in
case of liquidation, dissolution or winding up of the Corporation, be 
entitled to receive in full out of the assets of the Corporation, 

                                    - 6 -
including its capital, before any amount shall be paid or distributed 
among the holders of Common Shares or any other shares ranking junior
to the Serial Preferred Stock, the amounts fixed with respect to shares 
of such series in accordance with Section 1 of this Division A, plus in 
any such event an amount equal to all dividends accrued and unpaid 
thereon to the date of payment of the amount due pursuant to such 
liquidation, dissolution or winding up of the Corporation. In case
the net assets of the Corporation legally available therefor are 
insufficient to permit the payment upon all outstanding shares of Serial 
Preferred Stock of the full preferential amount to which they are 
respectively entitled, then such net assets shall be distributed ratably 
upon outstanding shares of Serial Preferred Stock in proportion to the 
full preferential amount to which each such share is entitled.

After payment to holders of Serial Preferred Stock of the full 
preferential amounts as aforesaid, holders of Serial Preferred Stock as 
such shall have no right or claim to any of the remaining assets of the 
Corporation.

(b) The merger or consolidation of the Corporation into or with any 
other corporation, or the merger of any other corporation into it, or 
the sale, lease, or conveyance of all or substantially all of the 
property or business of the Corporation, shall not be deemed to be a 
dissolution, liquidation or winding up of the Corporation for the
purposes of this Section 5 of this Division A.

6. (a) The holders of Serial Preferred Stock shall be entitled to one 
vote for each share of such stock upon all matters presented to 
shareholders; and, except as otherwise provided herein or required by 
law, the holders of Serial Preferred Stock and the holders of Common 
Shares shall vote together as one class on all matters.

If, and so often as, the Corporation shall be in default in the payment 
of the equivalent of six quarterly dividends (whether or not 
consecutive) on any series of Serial Preferred Stock at the time 
outstanding, whether or not earned or declared, the holders of Serial 
Preferred Stock of all series voting separately as a class and in 
addition to all other rights to vote for Directors shall be entitled to 
elect, as herein provided, two members of the Board of Directors of the 
Corporation; provided, however, that the holders of shares of Serial 
Preferred Stock shall not have or exercise such special class voting 
rights except at meetings of the shareholders for the election of
Directors at which the holders of not less than a majority of the
outstanding shares of Serial Preferred Stock of all series are present 
in person or by proxy; and provided further that the special class 
voting rights provided for herein when the same shall have become vested 
shall remain so vested until all accrued and unpaid dividends on
the Serial Preferred Stock of all series then outstanding shall have 
been paid, whereupon the holders of Serial Preferred Stock shall be 
divested of their special class voting rights in respect of subsequent 
elections of Directors, subject to the revesting of such special class 
voting rights in the event herein above specified in this section 6 (a).

In the event of default entitling the holders of Serial Preferred Stock 

                                    - 7 -
to elect two Directors as above specified, a special meeting of the 
shareholders for the purpose of electing such Directors shall be called 
by the Secretary of the Corporation upon written request of, or may be 
called by, the holders of record of at least 10% of the shares of Serial 
Preferred Stock of all series at the time outstanding, and notice 
thereof shall be given in the same manner as that required for the 
annual meeting of shareholders; provided, however, that the Corporation 
shall not be required to call such special meeting if the annual meeting 
of shareholders shall be held within 90 days after the date of receipt 
of the foregoing written request from the holders of Serial Preferred 
Stock. At any meeting at which the holders of Serial Preferred Stock 
shall be entitled to elect Directors, the holders of not less than a 
majority of the outstanding shares of Serial Preferred Stock of all 
series, present in person or by proxy, shall be sufficient to constitute 
a quorum, and the vote of the holders of a majority of such shares so 
present at any such meeting at which there shall be a quorum shall be
sufficient to elect the members of the Board of Directors which the 
holders of Serial Preferred Stock are entitled to elect as herein before 
provided.

The two Directors who may be elected by the holders of Serial Preferred 
Stock pursuant to the foregoing provision shall be in addition to any 
other Directors then in office or proposed to be elected otherwise than
pursuant to such provisions, and nothing in such provisions shall 
prevent any change otherwise permitted in the total number of Directors 
of the Corporation or require the resignation of any Director elected 
otherwise than pursuant to such provisions.

(b) The vote or consent of the holders of at least two-thirds of the 
then outstanding shares of Serial Preferred Stock, given in person or by 
proxy, either in writing or at a meeting called for the purpose at which 
the holders of Serial Preferred Stock shall vote separately as a class, 
shall be necessary to effect any one or more of the following (but so 
far as the holders of Serial Preferred Stock are concerned, such action 
may be effected with such vote or consent):

(i) Any amendment, alteration or repeal of any of the provisions of the 
Articles of Incorporation or of the Code of Regulations of the 
Corporation which affects adversely the voting powers, rights or 
preferences of the holders of Serial Preferred Stock; provided, however, 
that for the purpose of this clause (i) only, neither the amendment of 
the Articles of Incorporation of the Corporation to authorize, or to 
increase the authorized or outstanding number of shares of, Serial 
Preferred Stock or of any shares of any class ranking on a parity
with or junior to the Serial Preferred Stock, nor the increase by the 
shareholders pursuant to the Code of Regulations of the number of 
Directors of the Corporation shall be deemed to affect adversely the 
voting powers, rights or preferences of the holders of Serial Preferred 
Stock; and provided further, that if such amendment, alteration or 
repeal affects adversely the rights or preferences of one or more but 
not all then outstanding series of Serial Preferred Stock, only the vote 
or consent of the holders of at least two-thirds of the number of the 
then outstanding shares of the series so affected shall be required;

                                    - 8 -
(ii) The authorization of, or the increase in the authorized number of, 
any shares of any class ranking prior to the Serial Preferred Stock; or

(iii) The purchase or redemption (whether for sinking fund purposes or 
otherwise) of less than all the then outstanding shares of Serial 
Preferred Stock except in accordance with a purchase offer made to all
holders of record of Serial Preferred Stock, unless all dividends on all 
Serial Preferred Stock then outstanding for all previous quarterly 
dividend periods shall have been declared and paid or funds therefor
set apart and all accrued sinking fund obligations applicable to all 
Serial Preferred Stock shall have been complied with.

(c) The vote or consent of the holders of at least a majority of the 
then outstanding shares of Serial Preferred Stock, given in person or by 
proxy, either in writing or at a meeting called for the purpose at which 
the holders of Serial Preferred Stock shall vote separately as a class, 
shall be necessary (but so far as the holders of Serial Preferred Stock 
are concerned such action may be effected with such vote or consent) to 
authorize any shares ranking on a parity with the Serial Preferred Stock 
or an increase in the authorized number of shares of Serial Preferred 
Stock.

7. No holder of Serial Preferred Stock of any series shall be entitled 
as such as a matter of right to subscribe for or purchase any part of 
any issue of shares of the Corporation, of any class whatsoever, or any 
part of any issue of securities convertible into shares of the 
Corporation, of any class whatsoever, and whether issued for cash,
property, services, or otherwise.

8. For the purposes of this Division A:

(a) Whenever reference is made to shares "ranking prior to the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends or as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation are given preference over the rights of the holders of 
Serial Preferred Stock.

(b) Whenever reference is made to shares "on a parity with the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends or as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation on an equality with the rights of the holders of Serial 
Preferred Stock.

(c) Whenever reference is made to shares "ranking junior to the Serial 
Preferred Stock", such reference shall mean and include all shares of 
the Corporation in respect of which the rights of the holders thereof as 
to the payment of dividends and as to distributions in the event of a 
voluntary or involuntary liquidation, dissolution or winding up of the 

                                    - 9 -
Corporation are junior or subordinate to the rights of the holders of 
Serial Preferred Stock.

DIVISION B
EXPRESS TERMS OF COMMON SHARES

1. The Common Shares shall be subject to the express terms of the Serial 
Preferred Stock and any series thereof.  Each Common Share shall be 
equal to every other Common Share.  The holders of Common Shares shall 
be entitled to one vote for each share held by them upon all matters 
presented to the shareholders.

2. No holder of Common Shares shall be entitled as such as a matter of 
right to subscribe for or purchase any part of any issue of shares of 
the Corporation, of any class whatsoever, or any part of any issue of 
securities convertible into shares of the Corporation, of any class 
whatsoever, and whether issued for cash, property, services or 
otherwise.

FIFTH.

A. A Business Combination (as hereinafter defined) shall be authorized 
and approved by the affirmative vote of the holders of not less than 
eighty percent (80%) of the outstanding shares of the Corporation 
entitled to vote generally in elections of Directors; provided, however, 
that the eighty percent (80%) voting requirement shall not be applicable
if:

1. The Board of Directors of the Corporation by affirmative vote, which 
shall include not less than a majority of the entire number of 
Continuing Directors (as hereinafter defined), (a) has approved in 
advance the acquisition of those outstanding shares of the Corporation 
which caused the Interested Party (as hereinafter defined) to become
an Interested Party or (b) has approved the Business Combination; or

2. The Business Combination is a merger or consolidation and the cash or 
Fair Market Value of other consideration to be received per share by 
holders of the Common Shares and, if outstanding, the Serial Preferred 
Stock of the Corporation in said merger or consolidation is not less 
than an amount equal to (a) the highest of (i) the highest per share 
price, including commissions, paid by the Interested Party for any 
shares of the same class or series during the two-year period ending on 
the date of the most recent purchase by the Interested Party of any such 
shares, (ii) the highest sales price reported for shares of the same class or 
series traded on a national securities exchange or in the over-the-
counter market during the two-year period preceding the first public 
announcement of the proposed Business Combination, or (iii) in the case 
of the Serial Preferred Stock, the amount of the per share liquidation 
preference, plus (b) interest compounded annually from the date on which 
the Interested Party became an Interested Party through the date of the 
Business Combination (the "Interest Period") at the average discount 
interest rate on six-month U.S. Treasury Bills, as published each week, 
less (c) the aggregate amount of any cash dividends paid on the shares 
of the same class or series during the Interest Period, in an amount up 

                                    - 10 -
to but not exceeding the amount of interest so payable per share under 
clause (b) hereof.

B. For purposes of this Article Fifth:

1. The term "Business Combination" shall mean (a) any merger or 
consolidation of the Corporation or a subsidiary of the Corporation with 
or into an Interested Party, (b) any merger or consolidation of an 
Interested Party with or into the Corporation or a subsidiary, (c) any 
sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) in which an Interested 
Party is involved, of any of the assets either of the Corporation 
(including without limitation any voting securities of a subsidiary) or 
of a subsidiary having a Fair Market Value in excess of $20,000,000, 
(d) the adoption of any plan or proposal for the liquidation or 
dissolution of the Corporation proposed by or on behalf of any 
Interested Party, (e) the issuance or transfer (in one transaction or a 
series of transactions) by the Corporation or a subsidiary of the 
Corporation to an Interested Party of any securities of the Corporation 
or such subsidiary, which securities have a Fair Market Value of 
$20,000,000 or more, or (f) any recapitalization, reclassification, 
merger or consolidation involving the Corporation or a subsidiary of the
Corporation that would have the effect of increasing, directly or 
indirectly, the Interested Party's voting power in the Corporation or 
such subsidiary.
2. The term "Interested Party" shall mean and include (a) any 
individual, corporation, partnership, trust or other person or entity 
which, together with its "affiliates" and "associates" (as those terms 
are defined in Rule 12b-2 of the General Rules and Regulations under the 
Securities Exchange Act of 1934, as in effect on September 24, 1984)
is or, with respect to a Business Combination, was within two years 
prior thereto a beneficial owner of shares aggregating twenty percent 
(20%) or more of the aggregate voting power of any class of capital 
stock of the Corporation entitled to vote generally in the election of 
Directors, and (b) any affiliate or associate of any such individual,
corporation, partnership, trust or other person or entity. For the 
purposes of determining whether a person is an Interested Party, the 
number of shares deemed to be outstanding shall include shares which the 
Interested Party or any of its affiliates or associates has the right to 
acquire (whether immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon 
exercise of conversion rights, warrants, or options, or otherwise, but 
shall not include any other shares which may be issuable to any other 
person.

3. The term "Continuing Director" shall mean a director who is not an 
affiliate of an Interested Party and who was a member of the Board of 
Directors of the Corporation immediately prior to the time that the 
Interested Party involved in a Business Combination became an Interested 
Party, and any successor to a Continuing Director who is not such an 
affiliate and who is nominated to succeed a Continuing Director by a 
majority of the Continuing Directors in office at the time of such 
nomination.

                                    - 11 -
4. "Fair Market Value" shall mean the fair market value of the property 
in question as determined by a majority of the Continuing Directors in 
good faith.

C. The provisions of this Article Fifth shall be construed liberally to 
the end that the consideration paid to holders whose shares are acquired 
by an Interested Party in connection with a merger or consolidation 
shall not be less favorable than that paid to holders of such shares 
prior to such merger or consolidation. Nothing contained in this
Article Fifth shall be construed to relieve any Interested Party from 
any fiduciary duties or obligations imposed by law.

D. Notwithstanding any other provision of the Amended Articles of 
Incorporation or the Regulations of the Corporation and notwithstanding 
the fact that a lesser percentage may be specified by law, these Amended 
Articles or the Regulations of the Corporation, the affirmative vote of 
the holders of not less than eighty percent (80%) of the then 
outstanding shares shall be required to amend, alter, change or repeal, 
or adopt any provisions inconsistent with, this Article Fifth; provided, 
however, that this paragraph D shall not apply to, and the eighty 
percent (80%) vote shall not be required for, any amendment, alteration, 
change or repeal recommended to the shareholders by the Board of 
Directors of the Corporation if the recommendation has been approved by 
at least two-thirds of the Continuing Directors.

SIXTH. These Amended Articles of Incorporation supersede the existing Articles
of Incorporation of the Corporation

                                    - 12 -
Exhibit 4(b)

Code of Regulations
Parker-Hannifin Corporation

Article I.  MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting.

The annual meeting of shareholders for the election of Directors,
the consideration of reports to be laid before the meeting, and the
transaction of such other business as may properly be brought
before the meeting shall be held on the fourth Wednesday
in October of each year or on such other day during the fourth
month following the end of the fiscal year of the Corporation, at
such time during business hours and at such place, either within or
without the State of Ohio, as may be designated by the Board of
Directors and specified in the notice of such meeting.

Section 2. Special Meetings.

Special meetings of shareholders may be held on any business day,
when called by the Chairman of the Board, the President, or, in case
of the President's absence, death or disability, the Vice President
authorized to exercise the authority of the President, the Board of
Directors acting at a meeting, a majority of the Directors acting
without a meeting, or the persons who hold twenty-five per cent of
all the shares outstanding and entitled to vote thereat. Upon request
in writing delivered either in person or by registered mail to the
President or the Secretary by any persons entitled to call a meeting
of shareholders, such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a
date not less than ten nor more than sixty days after receipt of the
request, as such officer may fix. If such notice is not given within
thirty days after the delivery or mailing, the persons calling the
meeting may fix the time of the meeting and give notice thereof in
the manner provided by law or as provided in these Regulations, or
cause such notice to be given by any designated representative.
Each special meeting shall be called to convene between 10:00 A.M.
and 2:30 P.M. and shall be held at the principal office of the
Corporation, unless the meeting is called by the Directors, acting
with or without a meeting, in which case such meeting may be held
at any place either within or without the State of Ohio, designated
by the Board of Directors and specified in the notice of such
meeting.

Section 3. Notice of Meeting.

Not less than ten nor more than sixty days before the date fixed for
a meeting of shareholders, written notice stating the time, place and
purposes of such meeting shall be given by or at the direction of

                                    - 1 -
the Secretary, or an Assistant Secretary, or any other person or
persons required or permitted by these Regulations to give such
notice. The notice shall be given by personal delivery or by mail to
each shareholder entitled to notice of the meeting who is of record
as of the day next preceding the day on which notice is given or, if
a record date therefor is duly fixed, of record as of said date. If
mailed, such notice shall be addressed to the shareholders at their
respective addresses as they appear on the records of the
Corporation.

Section 4.  Quorum; Adjournment.

Except as may be otherwise provided by law or the Articles of
Incorporation, at any meeting of shareholders the shareholders
present in person or by proxy shall constitute a quorum for such
meeting, but no action required by law, the Articles of Incorporation,
or these Regulations to be authorized or taken by the holders of a
designated proportion of the shares of any particular class or of
each class may be authorized or taken by a lesser proportion. The
holders of a majority of the voting shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from
time to time. If any meeting is adjourned, notice of such
adjournment need not be given if the time and place to which such
meeting is adjourned are fixed and announced at such meeting.

Article II.  BOARD OF DIRECTORS

Section 1.  Number and Classification; Election; Term of Office.

The Board of Directors shall be divided into three classes. The
number of Directors in each class may be fixed or changed (a) at
any meeting of shareholders called to elect Directors at which a
quorum is present, by the vote of the holders of a majority of the
shares represented at the meeting and entitled to vote on the
proposal, or (b) by the Directors at any meeting of the Board of
Directors by the vote of a majority of the Directors then in office
except that, after the number of Directors in any class has been
fixed by the shareholders, the Directors may not increase or
decrease that number of Directors in that class by more than one.
No class of directors shall consist of less than three Directors.
Unless and until otherwise so fixed or changed, one class shall
consist of six Directors and each other class shall consist of five
Directors. A separate election shall be held for each class of
Directors at any meeting of shareholders at which a member or
members of more than one class of Directors is being elected. At
each annual election, the Directors elected to the class whose term
shall expire in that year shall hold office for a term of three years
and until their respective successors are elected. In case of any

                                    - 2 -
increase in the number of Directors of any class, any additional
Directors elected to such class shall hold office for a term that shall
coincide with the full term or the remainder of the term, as the case
may be, of such class.
Section 2. Directors Elected by Holders of Serial Preferred Stock.

The provisions of Section 1 shall not apply to any Directors elected
by the holders of Serial Preferred Stock of all series voting
separately as a class in the event of default in the payment of the
equivalent of six quarterly dividends (whether or not consecutive) on
any outstanding series of Serial Preferred Stock. Any such Directors
shall not be classified and shall be elected to serve until the next
annual meeting of shareholders and until their respective
successors are elected, or until such default is cured, whichever
occurs first.

Section 3. Vacancies.

In the event of the occurrence of any vacancy or vacancies in the
Board of Directors, however caused, the Directors then in office,
though less than a majority of the whole authorized number of
Directors, may, by vote of a majority of their number, fill any such
vacancy for the unexpired term.

Section 4. Meetings of Directors.

Meetings of Directors may be called by the Chairman of the Board,
or the President, or any four Directors. Such meetings may be held
at any place within or without the State of Ohio, and may be held
through any communications equipment if all persons participating
can hear each other. Participation in a meeting of Directors held
through communications equipment pursuant to this Section 4 of
Article II shall constitute presence at such meeting. Written notice
of the time and place of each meeting of Directors shall be given to
each Director by personal delivery, or by mail, telegram, or
cablegram at least two days before the meeting, which notice need
not specify the purposes of the meeting. Notice of adjournment of a
meeting of Directors need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.

Section 5. Quorum.

A majority of the Directors in office shall constitute a quorum for
any meeting of Directors; provided that a majority of the Directors
present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time. The act of a majority
of the Directors present at a meeting at which a quorum is present
is the act of the Board of Directors.

                                    - 3 -
Article III.  COMMITTEES

The Board of Directors may at any time appoint from its members
an Executive, Audit, or other committee or committees, consisting
of such number of members, not less than three, as the Board of
Directors may deem advisable, together with such alternates as the
Board of Directors may deem advisable to take the place of any
absent member or members at any meeting of such committee.
Each member and each alternate shall hold office during the
pleasure of the Board of Directors. Any committee shall act only in
the intervals between meetings of the Board of Directors and shall
have such authority of the Board of Directors, however conferred, as
may, from time to time, be delegated by the Board of Directors,
other than that of filling vacancies in the Board of Directors or in
any committee thereof. Each committee shall keep a written record
of all actions taken by it. Unless otherwise ordered by the Board of
Directors, any such committee may prescribe its own rules for
calling and holding meetings, including meetings by means of
communications equipment, and for its own methods of procedure,
and may act by a majority of its members at a meeting or without a
meeting by a writing or writings signed by all of its members.

Article IV.  OFFICERS

Section 1. Designation and Election.

The Corporation shall have a Chairman of the Board, a President,
one or more Vice Presidents, a Secretary, a Treasurer and a
Controller. The Corporation may also have such other officers and
assistant officers as may be deemed necessary. The officers shall
be elected by the Board of Directors, at least annually. Assistant
officers may be appointed by the Chairman of the Board or the
President. The Chairman of the Board and the President shall be
Directors, but none of the other officers need be a Director.

Section 2. Authority and Duties of Officers.

The officers of the Corporation shall have such authority and
perform such duties as are customarily incident to their respective
offices, or as may be determined, from time to time, by the Board of
Directors.

Article V.  CORPORATE SEAL

The corporate seal of the Corporation shall be circular in form and
shall contain the name of the Corporation and the word "Seal".

                                    - 4 -
Article VI.  AMENDMENTS

These Regulations may be amended in any respect, or new
regulations may be adopted, by the shareholders at a meeting held
for such purpose, by the affirmative vote of, or without a meeting by
the written consent of, the holders of shares entitling them to
exercise a majority of the voting power on such proposal.

Article VII.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify, to the full extent permitted or
authorized by the Ohio General Corporation Law as it may from
time to time be amended, any person made or threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a Director, officer or
employee of the Corporation, or is or was serving at the request of
the Corporation as a Director, trustee, officer or employee of
another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided by this Article VII shall not
be deemed exclusive of any other rights to which any person
seeking indemnification may be entitled under the articles of
incorporation or the regulations, or any agreement, vote of
shareholders or disinterested Directors, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be a Director, trustee, officer or employee and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

                                    - 5 -
EXHIBIT 4 (c)

                          PARKER-HANNIFIN CORPORATION

                                      and

                    AMERITRUST COMPANY NATIONAL ASSOCIATION

                               RIGHTS AGREEMENT
                         Dated as of February 10, 1987

                               TABLE OF CONTENTS

                                                                   PAGE

         RECITALS.................................................   1

         Section 1. Certain Definitions...........................   1

         Section 2. Appointment of Rights Agent...................   3

         Section 3. Issue of Right Certificates...................   3

         Section 4. Form of Right Certificates....................   5

         Section 5. Countersignature and Registration.............   5

         Section 6. Transfer, Split Up, Combination and
                      Exchange of Right Certificates;
                      Mutilated, Destroyed, Lost or Stolen
                      Right Certificates..........................   5

         Section 7. Exercise of Rights; Purchase Price;
                      Expiration Date of Rights...................   6

         Section 8. Cancellation and Destruction of
                      Right Certificates..........................   7

         Section 9. Reservation and Availability of
                      Common Shares...............................   7

         Section 10. Common Shares Record Date....................   8

         Section 11. Adjustment of Purchase Price, Number
                      and Type of Shares or Number of Rights......   8

         Section 12. Certificate of Adjusted Purchase
                      Price or Number of Shares...................   17

                                    -i-
TABLE OF CONTENTS
                                  (continued)
                                                                    PAGE

         Section 13. Notice of Adjusted Purchase Price
                      or Number or Type of Shares to
                      Holders of Rights...........................   17

         Section 14. Fractional Rights and Fractional Shares......   17

         Section 15. Rights of Action.............................   18

         Section 16. Agreement of Rights Holders..................   19

         Section 17. Right Certificate Holder Not Deemed
                      a Shareholder...............................   19

         Section 18. Concerning the Rights Agent...................  20

         Section 19. Merger or Consolidation or Change
                      of Name of Rights Agent......................  20

         Section 20. Duties of Rights Agent........................  21

         Section 21. Change of Rights Agent........................  23

         Section 22. Issuance of New Right Certificates............  24

         Section 23. Redemption....................................  24

         Section 24. Notice of Certain Events......................  25

         Section 25. Notices.......................................  26

         Section 26. Supplements and Amendments....................  27

         Section 27. Successors............. ......................  27

         Section 28. Benefits of this Agreement....................  28

         Section 29. Action by Directors...........................  28

         Section 30. Severability..................................  28

         Section 31. Governing Law.................................  28

         Section 32. Counterparts..................................  28

         Section 33. Descriptive Headings..........................  28

         Exhibit A.................................................  A-l

         Exhibit B.................................................  B-l

                                    -ii-
Rights Agreement, dated as of February 10, 1987 ("Agreement"), between
Parker-Hannifin Corporation, an Ohio corporation (the "Company"), and
AmeriTrust Company National Association, a National Banking Association
headquartered in Cleveland, Ohio (the "Rights Agent").

                                   RECITALS

      The Directors of the Company have authorized and declared a dividend
consisting of one right ("Right") for each Common Share, $.50 par value, of
the Company ("Common Share") outstanding as of the close of business on
February 18, 1987 (the "Record Date"), each Right representing the right to
purchase one Common Share, and have authorized the issuance of one Right with
respect to each Common Share issued after the Record Date but prior to the
earlier of the Distribution Date, the Expiration Date or the Final Expiration
Date (as such terms are defined in Sections 3 and 7 hereof), including,
without limitation, Common Shares issued upon conversion of the Company's
convertible securities and upon exercise of employee stock options and Common
Shares which are treasury shares as of the Record Date and subsequently become
outstanding.

      Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

Section 1.  CERTAIN DEFINITIONS.  For purposes of this Agreement, the
following terms have the meanings indicated:

(a)   "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined) of 20% or more of the
Common Shares then outstanding, but shall not include the Company, any
Subsidiary or any employee benefit or stock ownership plan of the Company or
an entity holding Common Shares for or pursuant to the terms of any such plan.

(b)   "Affiliate" and "Associate" shall have the respective 
meanings ascribed to such terms in Rule 12b-2 of the General Rules and 
Regulations under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), as in effect on the date hereof.

(c)   A Person shall be deemed the "Beneficial Owner" of and 
shall be deemed to "beneficially own" any securities:

      (i)   which such person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly;

      (ii)  which such Person or any of such Person's Affiliates or Associates
has (A) the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
rights (other than these Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person's Affiliates or

                                    - 1 -
Associates until such tendered securities are accepted for purchase or
payment; or (B) the right to vote or dispose of pursuant to any agreement,
arrangement or understanding; or

      (iii)  which are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any securities of the Company;

PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, any security if such Person has the right to vote such
security pursuant to an agreement, arrangement or understanding which (1)
arises solely from a revocable proxy given to such Person in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Exchange Act and (2) is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report).

(d)   "Business Day" shall mean any day other than a Saturday, Sunday,
or a day on which banking institutions in the States of Ohio and New York are
authorized or obligated by law or executive order to close.

(e)    "Close of business" on any given date shall mean 5:00 P.M.,
Cleveland, Ohio time, on such date; provided, however, that if such date is
not a Business Day it shall mean 5:00 P.M., Cleveland, Ohio time, on the next
succeeding Business Day.

(f)   "Common Shares" when used with reference to the Company shall mean
the Common Shares, par value, $.50 per share, of the Company; provided that,
if the Company is the continuing or surviving corporation in a transaction
described in Section ll(d)(ii) hereof, "Common Shares" when used with
reference to the Company shall mean the capital stock with the greatest
aggregate voting power of the Company, or, if the Company is a subsidiary of
another corporation or business trust, the corporation or business trust which
ultimately controls the Company.  "Common Shares" when used with reference to
any corporation or business trust, other than the Company, shall mean the
capital stock with the greatest aggregate voting power of such corporation or
business trust, or, if such corporation or business trust is a subsidiary of
another corporation or business trust, the corporation or business trust which
ultimately controls such first-mentioned corporation or business trust.

(g)   "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.

(h)   "Share Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person (by press release, filing
made with the Securities and Exchange Commission or otherwise) that an
Acquiring Person has become such.

(i)   "Subsidiary" shall mean any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity
interests is owned, directly or indirectly, by the Company.

                                    - 2 -
Section 2.  APPOINTMENT OF RIGHTS AGENT.  The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall also be, prior to the
Distribution Date, the holders of the Common Shares) in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment and hereby certifies that it complies with the requirements of the
New York Stock Exchange governing transfer agents and registrars.  The Company
may from time to time act as Co-Rights Agent or appoint such Co-Rights Agents
as it may deem necessary or desirable.  Any actions which may be taken by the
Rights Agent pursuant to the terms of this Agreement may be taken by any such
Co-Rights Agent.

Section 3.  ISSUE OF RIGHT CERTIFICATES.  (a) Until the earlier of (i)
the tenth calendar day after the Share Acquisition Date or (ii) the tenth
calendar day after the date of the commencement of a tender or exchange offer
(as determined by reference to Rule 14d-2(a) under the Exchange Act) by any
Person (other than the Company or any employee benefit plan of the Company)
for 20% or more of the outstanding Common Shares (including any such date
which is after the date of this Agreement and prior to the issuance of the
Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for Common
Shares registered in the names of the record holders thereof (which
certificates for Common Shares shall also be deemed to be Right Certificates)
and not by separate Right Certificates, and (y) the right to receive Right
Certificates will be transferable only in connection with the transfer of
Common Shares in the stock transfer books of the Company maintained by the
Company or its appointed transfer agent.  As soon as practicable after the
Distribution Date upon instruction from the Company, the Rights Agent will
send, by first-class, insured, postage prepaid mail, to each record holder of
Common Shares as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit A hereto, evidencing one
Right for each Common Share so held, subject to adjustment, together with a
notice setting forth the Purchase Price (as defined in Section 4 hereof) as in
effect on the Distribution Date.  As of the Distribution Date, the Rights will
be evidenced solely by such Right Certificates.

      Any Right Certificate issued pursuant to this Section 3 that represents
Rights beneficially owned by an Acquiring Person or any Associate or Affiliate
thereof and any Right Certificate issued at any time upon the transfer of any
Rights to an Acquiring Person or any Associate or Affiliate thereof or to any
nominee of such Acquiring Person, Associate or Affiliate, and any Right
Certificate issued pursuant to Sections 6 or 11 hereof upon transfer,
exchange, replacement or adjustment of any other Right Certificate referred to
in this sentence, shall be subject to and contain the following legend or such
similar legend as the Company may deem appropriate and as is not inconsistent
with the provisions of this Agreement, or as may be required to comply with
any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Rights may from
time to time be listed, or to conform to usage:

                                    - 3 -
The Rights represented by this Right Certificate were issued to 
     or acquired by a Person who was an Acquiring Person or an Affiliate 
     or an Associate of an Acquiring Person (as such terms are defined 
     in the Rights Agreement).  This Right Certificate and the Rights 
     represented hereby may become null and void in the circumstances 
     specified in Section ll(a)(ii) or Section ll(d) of the Rights 
     Agreement.

(b)   On the Record Date or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Common Shares, in
substantially the form attached hereto as Exhibit B (the "Summary of Rights"),
by first-class, postage prepaid mail, to each record holder of Common Shares
as of the close of business on the Record Date, at the address of such holder
shown on the records of the Company as of such date.  With respect to
certificates for Common Shares outstanding as of the Record Date, until the
Distribution Date the Rights will be evidenced by such certificates for Common
Shares registered in the names of the holders thereof together with a copy of
the Summary of Rights.  Until the Distribution Date (or the earlier of the
Expiration Date or the Final Expiration Date), the surrender for transfer of
any certificate for Common Shares outstanding on the Record Date, with or
without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares
represented thereby.

(c)   Certificates for Common Shares issued (including, without
limitation, any certificates for Common Shares issued upon conversion of the
Company's convertible securities or upon exercise of stock options) or
surrendered for transfer or exchange after the Record Date but prior to the
earlier of the Distribution Date or the Expiration Date or the Final
Expiration Date, shall have stamped on, impressed on, printed on, written on
or otherwise affixed to them the following legend or such similar legend as
the Company may deem appropriate and as is not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Common Shares or the
Rights may from time to time be listed, or to conform to usage:

     This Certificate also evidences and entitles the holder hereof to 
     certain Rights as set forth in a Rights Agreement between 
     Parker-Hannifin Corporation and AmeriTrust Company National 
     Association, dated as of February 10, 1987 (the "Rights Agreement"), 
     the terms of which are hereby incorporated herein by reference and 
     a copy of which is on file at the principal executive offices of
     Parker-Hannifin Corporation.  Under certain circumstances, as set 
     forth in the Rights Agreement, such Rights will be evidenced by 
     separate certificates and will no longer be evidenced by this 
     Certificate.  Parker-Hannifin Corporation will mail to the holder 
     of this Certificate a copy of the Rights Agreement without charge 
     within five business days after receipt of a written request
     therefor.  Under certain circumstances, Rights beneficially owned 
     by an Acquiring Person or any Affiliate or Associate thereof (as 
     such terms are defined in the Rights Agreement) and any subsequent 
     holder of such Rights may become null and void.

                                    - 4 -
With respect to certificates containing the legend described above,
until the Distribution Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates
alone, and the surrender for transfer of any such certificate shall also
constitute the surrender for transfer of the Rights associated with the Common
Shares represented thereby.

Section 4.  FORM OF RIGHT CERTIFICATES.  The Right Certificates (and the forms
of election to purchase shares and of assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit A hereto with such
changes, marks of identification or designation and such legends summaries or
endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage.  Subject to
the provisions of Sections 11 and 22 hereof, the Right Certificates, whenever
issued, shall be dated as of the Record Date, and on their face shall entitle
the holders thereof to purchase such number of Common Shares as shall be set
forth therein at the price per share set forth therein (the "Purchase Price"),
but the number of such shares and the Purchase Price shall be subject to
adjustment as provided herein.

Section 5.  COUNTERSIGNATURE AND REGISTRATION.  The Right Certificates shall
be executed on behalf of the Company by its Chairman of the Board, President
or any Vice President, either manually or by facsimile signature, and have
affixed thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Right Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose
unless so countersigned.  In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Right Certificates, nevertheless, may be countersigned by
the Rights Agent, and issued and delivered by the Company with the same force
and effect as though the person who signed such Right Certificates had not
ceased to be such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of the Company
to sign such Right Certificate, although at the date of the execution of this
Rights Agreement any such person was not such an officer.

      Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at one of its offices in New York, New York or Cleveland, Ohio, books
for registration and transfer of the Right Certificates issued hereunder. 
Such books shall show the names and addresses of the respective holders of the
Right Certificates, the number of Rights evidenced on its face by each of the
Right Certificates and the date of each of the Right Certificates.

Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. 
Subject to the provisions of Section 14 hereof, at any time after the close of

                                    - 5 -
business on the Distribution Date, and at or prior to the close of business on
the earlier of the Expiration Date or the Final Expiration Date, any Right
Certificate or Certificates may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates, entitling the
registered holder to purchase a like number of Common Shares as the Right
Certificate or Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate shall make such request in writing delivered to
the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent in New York, New York or Cleveland, Ohio. 
Thereupon the Rights Agent shall countersign and deliver to the person
entitled thereto a Right Certificate or Right Certificates, as the case may
be, as so requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with
any transfer, split up, combination or exchange of Right Certificates.

      Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and reimbursement to the Company and
the Rights Agent of all reasonable expense incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered owner in lieu
of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS. 
(a)  The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal office of the Rights Agent in
New York, New York or Cleveland, Ohio, together with payment of the Purchase
Price for each Common Share as to which the Rights are exercised, at or prior
to the close of business on the earlier of (i) February 17, 1997 (the "Final
Expiration Date"), or (ii) the date on which the Rights are redeemed as
provided in Section 23 hereof (such earlier date being herein referred to as
the "Expiration Date").

(b)   The Purchase Price shall initially be $100, shall be subject to
adjustment from time to time as provided in Section 11 hereof and shall be
payable in lawful money of the United States of America in accordance with
paragraph (c) below.

(c)   Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount
equal to any applicable transfer tax in cash, or by certified check or bank
draft payable to the order of the Rights Agent, the Rights Agent shall
thereupon promptly (i) requisition from any transfer agent of the Common
Shares (or make available, if the Rights Agent is the transfer agent)

                                    - 6 -
certificates for the number of Common Shares to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, (ii) when appropriate, requisition from the Company the amount of
cash to be paid or depository receipts to be issued in lieu of the issuance of
fractional shares in accordance with Section 14 hereof or the amount of cash
to be paid in lieu of the issuance of Common Shares in accordance with
Sections ll(a)(iii) or ll(d) hereof, (iii) promptly after receipt of such
certificates (or depository receipts, when appropriate), cause the same to be
delivered to or upon the order of the registered holder of such Right
Certificate registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.

(d)   In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be
issued by the Rights Agent to the registered holder of such Right Certificate
or to his duly authorized assigns, subject to the provisions of Section 14
hereof.

Section 8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.  All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
stock transfer assets, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.  The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Right Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof.  The
Rights Agent shall deliver all cancelled Right Certificates to the Company, or
shall, at the written request of the Company, destroy such cancelled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

Section 9.  RESERVATION AND AVAILABILITY OF COMMON SHARES.  The Company
covenants and agrees that it will cause to be reserved and kept available out
of its authorized and unissued Common Shares or any authorized and issued
Common Shares held in its treasury, the number of Common Shares that will be
sufficient to permit the exercise pursuant to Section 7 hereof of all
outstanding Rights; such number of Common Shares reserved and kept available
shall be adjusted from time to time, if and to the extent required, upon the
occurrence of any of the events described in Section 11 hereof.

      So long as the Company's Common Shares are listed on a national
securities exchange, the Company shall endeavor to cause, from and after such
time as the Rights become exercisable, all Common Shares reserved for issuance
upon exercise of the Rights to be listed on such exchange upon official notice
of issuance.

      The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all Common Shares delivered upon exercise of

                                    - 7 -
Rights shall be, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), duly and validly authorized and
issued, fully paid, nonassessable and freely tradeable shares, free and clear
of any liens, encumbrances and other adverse claims and not subject to any
rights of call or first refusal.

      The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Common Shares upon the exercise of Rights.  The Company shall not,
however, be required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a person other than, or
the issuance or delivery of certificates for the Common Shares in a name other
than that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise, or to issue or deliver any certificates for Common
Shares upon the exercise of any Rights until any such tax shall have been paid
(any such tax being payable by the holder of such Right Certificate at the
time of surrender) or until it has been established to the Company's
satisfaction that no such tax is due.

Section 10.  COMMON SHARES RECORD DATE.  Each person in whose name any
certificate for Common Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and any applicable transfer taxes) was
made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a
date upon which the Common Shares transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding Business Day on
which the Common Shares transfer books of the Company are open.  Prior to the
exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a shareholder of the Company with
respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.
         
Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND TYPE OF SHARES OF NUMBER
OF RIGHTS.  The Purchase Price, the number and type of shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

      (a)(i)  In the event that the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Common Shares payable in
Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the
outstanding Common Shares into a smaller number of shares or (D) issue any
shares of its capital stock in a reclassification of the Common Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section ll(a) or in Section ll(d) hereof,

                                    - 8 -
the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision combination or reclassification,
and/or the number and/or kind of shares of capital stock issuable on such
date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number
and kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Common Shares transfer
books of the Company were open, he would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification.  If an event occurs which would require an adjustment
under both this Section ll(a)(i) and Section ll(a)(ii) hereof or Section ll(d)
hereof, the adjustment provided for in this Section ll(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to
Section ll(a)(ii) or Section ll(d) hereof.

      (ii)  In the event that

            (A)   any Acquiring Person or any Associate or Affiliate of any
Acquiring Person, at any time after the date of this Agreement, directly or
indirectly, shall (1) merge into the Company or otherwise combine with the
Company and the Company shall be the continuing or surviving corporation of
such merger or combination, other than in a transaction subject to Section
ll(d)(ii) hereof, (2) merge or otherwise combine with any Subsidiary, (3) in
one or more transactions, transfer any assets to the Company or any Subsidiary
in exchange (in whole or in part) for shares of any class of capital stock of
the Company or any Subsidiary or for securities exercisable for or convertible
into shares of any class of capital stock of the Company or any Subsidiary, or
otherwise obtain from the Company or any Subsidiary, with or without
consideration, any additional shares of any class of capital stock of the
Company or any Subsidiary or securities exercisable for or convertible into
shares of any class of capital stock of the Company or any Subsidiary (other
than as part of a pro rata distribution to all holders of such shares of any
class of capital stock of the Company or any Subsidiary), (4) sell, purchase,
lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or
more transactions), to, from or with, as the case may be, the Company or any
Subsidiary, other than in a transaction subject to Section ll(d) hereof,
assets on terms and conditions less favorable to the Company than the Company
would be able to obtain in arm's-length negotiation with an unaffiliated third
party, (5) receive any compensation from the Company or any Subsidiary other
than compensation for full-time employment as a regular employee at rates in
accordance with the Company's (or its Subsidiaries') past practices, or (6)
receive the benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantage provided by the Company
or any Subsidiaries, or

            (B)   during such time as there is an Acquiring Person, there
shall be any reclassification of securities (including any reverse stock
split), or recapitalization of the Company, or any merger or consolidation of
the Company with any Subsidiary or any other transaction or series of
transactions (whether or not with or into or otherwise involving an Acquiring
Person), other than a transaction subject to Section ll(d) hereof, which has

                                    - 9 -
the effect, directly or indirectly, of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity
securities or of securities exercisable for or convertible into equity
securities of the Company or any Subsidiary which is directly or indirectly
beneficially owned by any Acquiring Person or any Associate or Affiliate of
any Acquiring Person, 

then, and in each such case, proper provision shall be
made so that each holder of a Right, except as provided below, shall
thereafter have a right to receive, upon exercise thereof in accordance with
the terms of this Agreement at an exercise price per Right equal to the
product of the then-current Purchase Price multiplied by the then number of
Common Shares for which a Right is then exercisable, such number of Common
Shares as shall equal the result obtained by (x) multiplying the then-current
Purchase Price by the then number of Common Shares for which a Right is then
exercisable and dividing that product by (y) 50% of the current per share
market price of the Common Shares (determined pursuant to Section ll(e)
hereof) on the date of the occurrence of any one of the events listed above in
this subparagraph (ii).  Notwithstanding the foregoing, upon the occurrence of
any of the events listed above in this subparagraph (ii), any Rights that are
or were at any time beneficially owned by any Acquiring Person or any
Associate or Affiliate of such Acquiring Person (which Acquiring Person,
Associate or Affiliate is engaging in one or more of the transactions set
forth in subparagraph (ii)(A) above, or realizing the benefit set forth in
subparagraph (ii)(B) above, as the case may be) after the date upon which such
Acquiring Person became such shall become void and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement.

      (iii)  In the event that there shall not be sufficient authorized but
unissued Common Shares or authorized and issued Common Shares held in Treasury
to permit the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii), the Company shall take all such action as may be necessary
to authorize additional Common Shares for issuance upon exercise of the
Rights; PROVIDED, HOWEVER, if the Company is unable to cause the authorization
of additional Common Shares then, notwithstanding any other provision of this
Agreement, the Company with respect to each Right, to the extent permitted by
applicable law and any agreements or instruments in effect on the Share
Acquisition Date to which it is a party, shall pay cash, at a rate per Right
equal to the product of the Purchase Price in effect at the time of exercise
multiplied by the number of Common Shares for which a Right was exercisable
immediately prior to the first occurrence of any of the events specified in
the foregoing subparagraph (ii) in lieu of issuing such additional Common
Shares and requiring payment therefor, upon exercise of the Rights.  To the
extent that any legal or contractual restrictions prevent the Company from
paying the full amount of cash payable in accordance with the foregoing
sentence, the Company shall pay to holders of the Rights as to which such
payments are being made all amounts which are not then restricted on a pro rata
basis.  The Company shall continue to make payments on a pro rata basis as
funds become available until such payments have been Paid in full.

                                    - 10 -
(b)   In the event that the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Common Shares (or shares having the
same rights, privileges and preferences as the Common Shares ("equivalent
common shares")) or securities convertible into Common Shares or equivalent
common shares at a price per Common Share or equivalent common share (or
having a conversion price per share, if a security convertible into Common
Shares or equivalent common shares) less than the current per share market
price of the Common Shares (as determined pursuant to Section ll(e) hereof) on
such record date, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of Common Shares outstanding on such record date plus the number of
Common Shares which the aggregate offering price of the total number of Common
Shares and/or equivalent common shares so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be
the number of Common Shares outstanding on such record date plus the number of
additional Common Shares and/or equivalent common shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible).  In case such subscription price may be
paid in a consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all
purposes.  Common Shares owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation.  Such
adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be
in effect if such record date had not been fixed.

            (c)   In the event that the Company shall fix a record date for
the making of a distribution to all holders of the Common Shares (including
any such distribution made in connection with a consolidation or merger in
which the Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend at a rate not
in excess of 125% of the rate of the last cash dividend theretofore paid),
assets, stock (other than a dividend payable in Common Shares) or subscription
rights, options or warrants (excluding those referred to in Section ll(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the current
per share market price of the Common Shares (as determined pursuant to Section
ll(e) hereof) on such record date, less the fair market value (as determined
in good faith by the Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive
for all purposes) of the portion of the cash, assets, stock or evidences of
indebtedness so to be distributed (in the case of regular periodic cash
dividends at a rate in excess of 125% of the rate of the last cash dividend
theretofore paid, only that portion in excess of 125% of such rate) or of such

                                    - 11 -
subscription rights, options or warrants applicable to one Common Share, and
the denominator of which shall be such current per share market price of the
Common Shares.  Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so made,
the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

            (d)   In the event that, directly or indirectly, (i) the Company
shall consolidate with, or merge with or into, any Acquiring Person or any
Associate or Affiliate of any Acquiring Person and the Company shall not be
the continuing or surviving corporation of such merger or combination, (ii)
any Acquiring Person or any Associate or Affiliate of any Acquiring Person
shall consolidate with the Company, or merge with or into the Company and the
Company shall be the continuing or surviving corporation of such merger or
consolidation and, in connection with such merger or consolidation, all or
part of the Common Shares shall be changed into or exchanged for stock or
other securities of such other Person or cash or any other property, or (iii)
the Company shall sell or otherwise transfer (or one or more Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any Acquiring Person or any
Associate or Affiliate of any Acquiring Person, then, and in
each such case, proper provision shall be made so that (A) except as provided
below, each holder of a Right shall thereafter have the right to receive, upon
the exercise thereof in accordance with the terms of this Agreement at an
exercise price per Right equal to the product of the then-current Purchase
Price multiplied by the then number of Common Shares for which a Right is then
exercisable, such number of validly authorized and issued, fully paid,
nonassessable and freely tradeable Common Shares of such surviving, resulting
or acquiring Person (including the Company as the continuing or surviving
corporation of a transaction described in clause (ii) above), as the case may
be, free and clear of any liens, encumbrances and other adverse claims and not
subject to any rights of call or first refusal, as shall be equal to the
result obtained by (x) multiplying the then-current Purchase Price by the
number of Common Shares for which a Right is then exerciseable and dividing
that product by (y) 50% of the current per share market price of the Common
Shares of such Person (determined pursuant to Section ll(e) hereof)
immediately prior to the consummation of such consolidation, merger, sale or
transfer; (B) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer,
all the obligations and duties of the Company pursuant to this Agreement; (C)
the term "Company" shall thereafter be deemed to refer to such issuer; and (D)
such issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with
Section 9 hereof) in connection with such consummation as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be possible, in relation to its Common Shares thereafter
deliverable upon the exercise of the Rights.  Notwithstanding the foregoing,
if the surviving, resulting or acquiring Person in any of the events listed
above in subparagraphs (i) through (iii), inclusive, is not a corporation or
business trust, then, and in each such case, if such surviving, resulting or
acquiring Person is directly or indirectly wholly owned by a corporation or

                                    - 12 -
business trust, then all references to Common Shares of such surviving,
resulting or acquiring Person in this Section ll(d) shall be deemed to be
references to the Common Shares of the corporation or business trust which
ultimately controls such Person, and if there is no such corporation or
business trust, (Y) proper provision shall be made so that such surviving,
resulting or acquiring Person shall create or otherwise make available for
purposes of the exercise of the Rights in accordance with the terms of this 
Agreement, a type or types of security or securities having a fair market value 
at least equal to the economic value of the Common Shares which each holder of
a Right would have been entitled to receive if such surviving, resulting or 
acquiring Person had been a corporation or a business trust; and (Z) all other 
provisions of this Section ll(d) shall apply to the issuer of such securities as
as if such securities were Common Shares.  The Company shall not consummate any
of the transactions listed above in subparagraphs (i) through (iii), inclusive,
unless prior thereto the Company and the issuer of the Common Shares or other
securities, as the case may be, shall have executed and delivered to the
Rights Agent a supplemental agreement so providing.  Notwithstanding the
foregoing, upon the occurrence of any of the events listed above in
subparagraphs (i) through (iii), inclusive, any Rights that are or were at any
time beneficially owned by any Acquiring Person or any Associate or Affiliate
of such Acquiring Person (which Acquiring Person, Associate or Affiliate is
engaging in one or more of the transactions set forth in subparagraphs (i)
through (iii), inclusive, above) after the date upon which such Acquiring
Person became such shall become void and any holder of such Rights shall
thereafter have no right to exercise such Rights under any provision of this
Agreement.  The provisions of this Section ll(d) shall similarly apply to
successive mergers or consolidations or sales or other transfers.

            In the event that the Company shall be the continuing or surviving
corporation in a merger or combination referred to in subparagraph (ii) above
and Common Shares of the Company are required to be issued upon exercise of
the Rights following such merger or consolidation, and if there shall not be
sufficient authorized but unissued Common Shares or authorized and issued
Common Shares held in Treasury to permit the exercise in full of the Rights in
accordance with the foregoing, the Company shall take all such action as may
be necessary to authorize additional Common Shares for issuance upon exercise
of the Rights; PROVIDED, HOWEVER, if the Company is unable to cause the
authorization of additional Common Shares then, notwithstanding any other
provision of this Agreement, the Company with respect to each Right, to the
extent permitted by applicable law and any agreements or instruments in effect
on the Share Acquisition Date to which it is a party, shall pay cash, at a
rate per Right equal to the product of the Purchase Price in effect at the
time of exercise multiplied by the number of Common Shares for which a Right
was exercisable immediately prior to the occurrence of the merger or
combination referred to in subparagraph (ii) above, in lieu of issuing such
additional Common Shares and requiring payment therefor, upon exercise of the
Rights.  To the extent that any legal or contractual restrictions prevent the
Company from paying the full amount of cash payable in accordance with the
foregoing sentence, the Company shall pay to holders of the Rights as to which
such payments are being made all amounts which are not then restricted on a
pro rata basis.  The Company shall continue to make payments on a pro rata
basis as funds become available until such payments have been paid in full.

                                    - 13 -
(e)   For the purpose of any computation hereunder, the "current
per share market price" of Common Shares on any date shall be deemed to be the
average of the daily closing prices per share of such Common Shares for the 30
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; PROVIDED, HOWEVER, that in the event that the current per
share market price of the Common Shares is determined during a period
following the announcement by the issuer of such Common Shares (i) of a
dividend or distribution on such Common Shares payable in such Common Shares
or securities convertible into such Common Shares or (ii) any subdivision,
combination or reclassification of such Common Shares, and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "current market price"
shall be appropriately adjusted to take into account ex-dividend trading or to
reflect the current market price per Common Share equivalent.  The closing
price for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Common Shares are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Common
Shares are listed or admitted to trading or, if the Common Shares are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such
other system then in use, or, if on any such date the Common Shares are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the
Common Shares selected by the Directors of the Company.  The term "Trading
Day" shall mean any day on which the principal national securities exchange on
which the Common Shares are listed or admitted to trading is open for the
transaction of business or, if the Common Shares are not listed or admitted to
trading on any national securities exchange, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the State of New York are
not authorized or obligated by law or executive order to close.  If the Common
Shares are not publicly held or not so listed or traded, or not the subject of
available bid and asked quotes, "current per share market price" shall mean
the fair value per share as determined in good faith by the Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

            (f)   Except as set forth below, no adjustment in the Purchase
Price shall be required unless such adjustment would require an increase or
decrease of at least 1% in such price; PROVIDED, HOWEVER, that any adjustments
which by reason of this Section ll(f) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All
calculations under this Section 11 shall be made to the nearest cent or to the
nearest thousandth of a share as the case may be.  Notwithstanding the first
sentence of this Section 11(f), any adjustment required by this Section 11

                                    - 14 -
shall be made no later than the earlier of (i) three years from the date of
the transaction which requires such adjustment or (ii) the date of the
expiration of the right to exercise any Rights.

            (g)   If as a result of an adjustment made pursuant to Section
ll(a) hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than
Common Shares, thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares contained in this Section 11 and the provisions of
Sections 7, 9, 10 and 14 hereof with respect to the Common Shares shall apply
on like terms to any such other shares.

            (h)   All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of Common Shares
purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

            (i)   Unless the Company shall have exercised its election as
provided in Section ll(j) hereof, upon each adjustment of the Purchase Price 
as a result of the calculations made in Sections ll(b) and (c) hereof, each 
Right outstanding immediately prior to the making of such adjustment
shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of shares (calculated to
the nearest thousandth) obtained by (i) multiplying (x) the
number of shares covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately
prior to such adjustment of the Purchase Price and (ii)
dividing the product so obtained by the Purchase Price in
effect immediately after such adjustment of the Purchase Price.

            (j)   The Company may elect, on or after the date
of any adjustment of the Purchase Price, to adjust the number
of Rights in substitution for any adjustment in the number of
Common Shares purchasable upon the exercise of a Right.  Each
of the Rights outstanding after such adjustment of the number
of Rights shall be exercisable for the number of Common Shares
for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment
of the number of Rights shall become that number of Rights
(calculated to the nearest thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately
after adjustment of the Purchase Price.  The Company shall make
a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Right Certificates
have been issued, shall be at least 10 calendar days later than the 

                                    - 15 -
date of the public announcement.  If Right Certificates 
have been issued, upon each adjustment of the number of Rights
pursuant to this Section ll(j), the Company shall, as promptly
as practicable, cause to be distributed to holders of record of
Right Certificates on such record date Right Certificates
evidencing, subject to Section 14 hereof, the additional Rights
to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Right Certificates evidencing all
the Rights to which such holders shall be entitled after such
adjustment.  Right Certificates so to be distributed shall be
issued, executed and countersigned in the manner provided for
herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names
of the holders of record of Right Certificates on the record
date specified in the public announcement.

            (k)   Irrespective of any adjustment or change in
the Purchase Price or the number or type of shares issuable
upon the exercise of the Rights, the Right Certificates
theretofore and thereafter issued may continue to express the
Purchase Price per share and the number o~ shares which were
expressed in the initial Right Certificate issued hereunder.

            (l)   Before taking any action that would cause an
adjustment reducing the Purchase Price below the then Par
value, if any, of the Common Shares issuable upon exercise of
the Rights, the Company shall take any corporate action which
may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and
nonassessable Common Shares at such adjusted Purchase Price.

            (m)   In any case in which this Section 11 shall
require that an adjustment in the Purchase Price be made
effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event
the issuing to the holder of any Right exercised after such
record date the Common Shares and other capital stock or
securities of the Company, if any, issuable upon such exercise
over and above the Common Shares and other capital stock or
securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such
adjustment; PROVIDED, HOWEVER, that the Company shall deliver
to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such
adjustment.

            (n)   Anything in Sections 11 (a) through (m),

                                    - 16 -
inclusive, hereof to the contrary notwithstanding, the Company 
shall be entitled to make such reductions in the Purchase
Price, in addition to those adjustments expressly required by
this Section 11, as and to the extent that it in its sole
discretion shall determine to be advisable in order that any
consolidation or subdivision of the Common Shares, issuance
wholly for cash of any of the Common Shares at less than the
current market price, issuance wholly for cash of Common Shares
or securities which by their terms are convertible into or
exchangeable for Common Shares, stock dividends or issuance of
rights, options or warrants referred to hereinabove in this
Section 11, hereafter made by the Company to holders of its
Common Shares shall not be taxable to such shareholders.

            (o)   Notwithstanding any other provision of this
Agreement, no adjustment to the Purchase Price, the number of
shares of Common Stock (or fractions of a share) for which a
Right is exercisable or the number or Rights outstanding shall
be made or be effective if such adjustment would have the
effect of reducing or limiting the benefits the holders of the
Rights would have had absent such adjustment, including,
without limitation, the benefits under Sections ll(a)(ii) and
ll(d) hereof, unless the terms of this Agreement are amended so
as to preserve such benefits.

Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR
NUMBER OF SHARES.  Whenever an adjustment is made as provided
in Section 11 hereof, the Company shall promptly prepare a
certificate setting forth such adjustment, (including a
description of any Rights which have become void as a result
thereof), and a brief statement of the facts accounting for
such adjustment and promptly file with the Rights Agent and
with each transfer agent for the Common Shares a copy of such
certificate.

Section 13.  NOTICE OF ADJUSTED PURCHASE PRICE OR NUMBER 
OR TYPE OF SHARES TO HOLDERS OF RIGHTS.  Whenever an adjustment
is made as provided in Section 11 hereof after the Distribution
Date, the Company shall mail a brief summary of such adjustment
to each holder of a Right Certificate in accordance with
Section 25 hereof.

Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.
(a)  The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence
fractional Rights.  In lieu of such fractional Rights, there
shall be paid as promptly as practicable to the registered
holders of the Right Certificates with regard to which such
fractional Rights would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of
a whole Right.  For the purposes of this Section 14(a), the
current market value of a whole Right shall be the closing

                                    - 17 -
price of the Rights for the Trading Day immediately prior to
the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the
last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with
respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted
to trading or, if the Rights are not listed or admitted to
trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by
NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights
selected by the Directors of the Company.  If on any such date
no such market maker is making a market in the Rights the fair
value of the Rights on such date as determined in good faith by
the Directors of the Company shall be used and shall be
conclusive for all purposes.

            (b)  The Company shall not be required to issue
fractions of shares upon exercise of the Rights or to
distribute certificates which evidence fractional shares.
Fractions of Common Shares may, at the election of the Company,
be evidenced by depository receipts, pursuant to an appropriate
agreement between the Company and a depository selected by it,
provided that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners
of Common Shares.  In lieu of fractional shares, the Company
may pay to the registered holders of Right Certificates at the
time such Rights are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of
one Common Share.  For purposes of this Section 14(b), the
current market value of a Common Share shall be the closing
price of a Common Share (as determined pursuant to the second
sentence of Section ll(e) hereof) for the Trading Day
immediately prior to the date of such exercise.

            (c)  The holder of a Right by the acceptance of
the Rights expressly waives his right to receive any fractional
Rights or any fractional shares upon exercise of a Right.

Section 15.  RIGHTS OF ACTION.  All rights of action in
respect of this Agreement are vested in the respective

                                    - 18 -
registered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Common
Shares); and any registered holder of any Right Certificate
(or, prior to the Distribution Date, of the Common Shares);
without the consent of the Rights Agent or of the holder of any
other Rights Certificate (or, prior to the Distribution Date,
of the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in
such Right Certificate and in this Agreement.  Without limiting
the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach
of this Agreement and will be entitled to specific performance
of the obligations under this Agreement, and injunctive relief
against actual or threatened violations of the obligations of
any Person subject to this Agreement.

Section 16. AGREEMENT OF RIGHTS HOLDERS.  Every holder
of a Right by accepting the same consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:

            (a)  prior to the Distribution Date, the Rights
will be transferable only in connection with the transfer of
the Common Shares;

            (b)  after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the principal office of the
Rights Agent in New York, New York or Cleveland, Ohio, duly
endorsed or accompanied by a proper instrument of transfer; and

            (c)  the Company and the Rights Agent may deem and
treat the person in whose name the Right Certificate (or, prior
to the Distribution Date, the associated Common Share
certificate) is registered as the absolute owner thereof and of
the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated
Common Share certificate made by anyone other than the Company
or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any
notice to the contrary.

Section 17.  RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER.
No holder, as such, of any Right Certificate
shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the Common Shares or any other
securities of the Company which may at any time be issuable on
the exercise of the Rights represented thereby, nor shall

                                    - 19 -
anything contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate,
as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting shareholders
(except as provided in Section 24 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right
or Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof.

Section 18.  CONCERNING THE RIGHTS AGENT.  The Company
agrees to pay to the Rights Agent reasonable compensation for
all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise
and performance of its duties hereunder.  The Company also
agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, suit, action, proceeding
or expense, incurred without negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done
or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the
costs and expenses of defending against any claim of liability.

      The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any Right Certificate or certificate
for Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by
it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or
persons.

Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME
OF RIGHTS AGENT.  Any corporation into which the Rights Agent
or any successor Rights Agent may be merged or with which it
may be consolidated, or any corporation resulting from any
merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust business of the Rights Agent
or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of
the parties hereto, provided that such corporation would be
eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In case at the time such

                                    - 20 -
successor Rights Agent shall succeed to the agency created by
this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights
Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so countersigned; and
in case at that time any of the Rights Certificates shall not
have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have
the full force provided in the Right Certificates and in this
Agreement.

      In case at any time the name of the Rights Agent shall
be changed and at such time any of the Right Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver
Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name;
and in all such cases such Right Certificates shall have the
full force provided in the Right Certificates and in this
Agreement.

Section 20.  DUTIES OF RIGHTS AGENT.  The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound
   a)  The Rights Agent may consult with legal
counsel (who may be legal counsel for the Company), and the
opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance
with such opinion.

   (b)  Whenever in the performance of its duties
under this Agreement the Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, the
President, any Vice President, the Treasurer or the Secretary
of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

   (c)  The Rights Agent shall be liable hereunder
only for its own negligence, bad faith or willful misconduct.

                                    - 21 -
(d)  The Rights Agent shall not be liable for or
by reason of any of the statements of fact or recitals
contained in this Agreement or in the Right Certificates
(except its countersignature thereof) or be required to verify
the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.

   (e)  The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution and
delivery hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in
this Agreement or in any Right Certificate; nor shall it be
responsible for any adjustment required under the provisions of
Section 11 hereof (including any adjustment which results in
Rights becoming void) or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment
(except with respect to the exercise of Rights evidenced by
Right Certificates after actual notice of any such adjustment
or voidance); nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or
reservation of any Common Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Common
Shares will, when issued, be validly authorized and issued,
fully paid and nonassessable.

   (f)  The Company agrees that it will Perform,
execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.

   (g)  The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance
of its duties hereunder from any one of the Chairman of the
Board, the President, the Secretary, the Treasurer, the Chief
Financial Officer or any Assistant General Counsel of the
Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in 
good faith in accordance with instructions of any such officer.

   (h)  The Rights Agent and any stockholder,
director, officer or employee of the Rights Agent may buy, sell
or deal in any of the Rights or other securities of the Company
or become pecuniarily interested in any transaction in which
the Company may be interested, or contract with or lend money
to the Company or otherwise act as fully and freely as though

                                    - 22 -
it were not Rights Agent under this Agreement.  Nothing herein
shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other legal entity.

   (i)  The Rights Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or
agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and
continued employment thereof.  The Rights Agent shall not be
under any duty or responsibility to insure compliance with any
applicable federal or state securities laws in connection with
the issuance, transfer or exchange of Right Certificates.

   (j)  The Rights Agent shall promptly remit to the
Company any funds paid to it upon exercise of the Rights
pursuant to Section 7 hereof.

Section 21.  CHANGE OF RIGHTS AGENT.  The Rights Agent
or any successor Rights Agent may resign and be discharged from
its duties under this Agreement upon 30 days' notice in writing
mailed to the Company and to each transfer agent of the Common
Shares by registered or certified mail, and to the holders of
the Right Certificates by first-class mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares by registered or certified
mail, and to the holders of the Right Certificates by
first-class mail.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the
Company shall fail to make such appointment within a period of
30 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of
a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Rights Agent.  Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United
States or of the States of Ohio or New York (or of any other
state of the United States so long as such corporation is
authorized to do business as a banking institution in the
States of Ohio or New York), in good standing, having a
principal office in the States of Ohio or New York,
which is authorized under such laws to exercise corporate trust

                                    - 23 -
powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment
as Rights Agent a combined capital and surplus of at least $50
million and which shall otherwise meet any requirements imposed
by the New York Stock Exchange on transfer agents and
registrars.  After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent
any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed
necessary for the purpose.  Not later than the effective date
of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares, and mail a notice thereof in
writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case
may be.

Section 22.  ISSUANCE OF NEW RIGHT CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of
the Rights to the contrary, the Company may, at its option,
issue new Right Certificates evidencing Rights in such form as
may be approved by its Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the
Right Certificates made in accordance with the provisions of
this Agreement.

Section 23.  REDEMPTION.  (a)  The Directors of the
Company may, at their option, at any time prior to 5:00 P.M.,
Cleveland, Ohio time, on the earlier of (i) the fifteenth
calendar day following the Share Acquisition Date or (ii) the
Final Expiration Date, redeem all but not less than all of the
then-outstanding Rights at a redemption price of $.05 per
Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the
"Redemption Price").

            (b)  In addition, if at any time the Company shall
merge with or into, or consolidate with, any Person in a
transaction which is not covered by either Section ll(a)(ii) or
Section ll(d) hereof (and which will not, in connection with
any other related transactions, result in any material assets
of the Company becoming under the direct or indirect ownership

                                    - 24 -
or control of any Person who at any time has been an Acquiring
Person or an Associate or an Affiliate of an Acquiring Person),
and as a result of such transaction either (i) the Company is
not the continuing or surviving corporation of, such merger or
consolidation, or (ii) all of the Company's outstanding Common
Shares become owned by another Person (or such Person together
with its Affiliates and Associates), then in connection with
the consummation of such merger or consolidation, the Directors
of the Company may, at their option, redeem (at any time,
including without limitation, after the Distribution Date) all
but not less than all of the then-outstanding Rights at the
Redemption Price.

            (c)  Immediately upon the action of the Directors
of the Company ordering the redemption of the Rights, and
without any further action and without any notice, the right to
exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the
Redemption Price.  Promptly after the action of the Directors
ordering the redemption of the Rights, the Company shall
publicly announce such action.  Within 10 calendar days after
ordering the redemption of the Rights, the Company shall give
notice of such redemption to the holders of the
then-outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent
for the Common Shares.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not
the holder receives the notice.  Each such notice of redemption
will state the method by which the payment of the Redemption
Price will be made.

            (d)  At any time following the Share Acquisition
Date, the Directors of the Company may relinquish their rights
to redeem the Rights under paragraphs (a) or (b) above, or
both, by duly adopting a resolution to that effect.
Immediately upon adoption of such resolution, the rights of the
Directors under the portions of this Section 23 specified in
such resolution shall terminate without further action and
without any notice.

Section 24.  NOTICE OF CERTAIN EVENTS.  In case, after
the Distribution Date, the Company shall propose (a) to pay any
dividend payable in stock of any class to the holders of Common
Shares or to make any other distribution to the holders of
Common Shares (other than a regular periodic cash dividend at a
rate not in excess of 125% of the rate of the last cash
dividend theretofore paid) or (b) to offer to the holders of
Common Shares rights, options or warrants to subscribe for or
to purchase any additional Common Shares or shares of stock of
any class or any other securities, rights or options, or (c) to

                                    - 25 -
effect any reclassification of its Common Shares (other than a
reclassification involving only the subdivision of outstanding
Common Shares), or (d) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50%
of the assets or earning power of the Company and its
Subsidiaries, taken as a whole, to any other Person or Persons,
or (e) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to
each holder of a Right Certificate, in accordance with Section
25 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock
dividend, distribution or offering of rights, options or
warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of
participation therein by the holders of the Common Shares, if
any such date is to be fixed, and such notice shall be so
given, in the case of any action covered by clause (a) or
(b) above, at least 20 calendar days prior to the record date
for determining holders of the Common Shares for purposes of
such action, and, in the case of any such other action, at
least 20 calendar days prior to the date of the taking of such
proposed action or the date of participation therein by the
holders of the Common Shares, whichever shall be the earlier.

   In case any of the events set forth in Section
ll(a)(ii) or Section ll(d) hereof shall occur, then, in any
such case, the Company shall as soon as practicable thereafter
give to the Rights Agent and each holder of a Right
Certificate, in accordance with Section 25 hereof, a notice of
the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights.

Section 25.  NOTICES.  Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by
the holder of any Right Certificate to or on the Company shall
be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

       Parker-Hannifin Corporation

       17325 Euclid Avenue
       Cleveland, Ohio 44112
       Attention:  Secretary

Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by

                                    - 26 -
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

       AmeriTrust Company National Association

       900 Euclid Avenue
       Cleveland, Ohio 44101
       Attention:  Corporate Trust Department

Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Right Certificate shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed to such holder
at the address of such holder as shown on the registry books of
the Rights Agent.

Section 26.  SUPPLEMENTS AND AMENDMENTS.  Prior to the
Distribution Date, the Company may, and the Rights Agent shall,
if the Company so directs, supplement or amend any provision of
this Agreement without the approval of any holders of
certificates representing Common Shares, except for a
supplement or amendment which would change the Redemption Price
or the Final Expiration Date or reduce the number of Common
Shares for which a Right is then exercisable.  No such
supplement or amendment shall affect the rights, duties,
obligations or compensation of the Rights Agent without its
written consent.  From and after the Distribution Date, the
Company and the Rights Agent may at any time and from time to
time supplement or amend this Agreement without the approval of
any holders of Rights in order to cure any ambiguity, to
correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions herein,
or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Rights
Agent may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Rights.

Section 27.  SUCCESSORS.  All the covenants and
provisions of this Agreement by or for the benefit of the
Company or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.  The
Company covenants and agrees that it shall not (i) consolidate
with, (ii) merge with or into, or (iii) sell or transfer to, in
one or more transactions, assets or earning power aggregating
more than 50% of the assets or earning power of the Company and
its Subsidiaries, taken as a whole, any Acquiring Person or its
Affiliates or Associates if at the time of or after such
consolidation, merger or sale there would be any charter or
by-law provisions or any rights, options, warrants or other
instruments or securities outstanding or agreements in effect
or any other actions taken which would eliminate or otherwise
diminish the benefits intended to be afforded by the Rights

                                    - 27 -
without the affirmative vote of the holders of at least 80% of
the then-outstanding Rights beneficially owned by Persons other
than the Acquiring Person or its Affiliates or Associates.  The
Company shall not consummate any such consolidation, merger or
sale unless prior thereto the Company and such other Person
shall have executed and delivered to the Rights Agent a
supplemental agreement evidencing compliance with this Section.

Section 28.  BENEFITS OF THIS AGREEMENT.  Nothing in
this Agreement shall be construed to give to any Person other
than the Company, the Rights Agent and the registered holders
of the Right Certificates (and, prior to the Distribution Date,
the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates.

Section 29.  ACTION BY DIRECTORS.  Whenever any action
hereunder or in connection with the Rights is required or
permitted to be taken by the Directors of the Company, such
action may be taken by the Executive Committee of the Directors
or by any other duly authorized committee thereof.

Section 30.  SEVERABILITY.  If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired
or invalidated.

Section 31.  GOVERNING LAW.  This Agreement and each
Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Ohio and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.

Section 32.  COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute
but one and the same instrument.

Section 33.  DESCRIPTIVE HEADINGS.  Descriptive headings
of the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

                                    -28 -
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and their respective
corporate seals to be hereunto affixed and attested, this 10th
day of February, 1987.

PARKER-HANNIFIN CORPORATION

Attest:

        J.D. Whiteman                    P.G. Schloemer
        ____________________             ____________________
        J.D. Whiteman                    P.G. Schloemer
        Secretary                        President and Chief Executive Officer

Attest:                        AMERITRUST COMPANY NATIONAL
                               ASSOCIATION

        D.A. Hogan                       B. William Bedy
        ____________________             ____________________
        D.A. Hogan, Trust Officer        B. William Bedy, Vice President

                                    - 29 -
Exhibit A

               [Form of Right Certificate]

         Certificate No. R-                                 Rights

    NOT EXERCISABLE AFTER February 17, 1997 OR
    EARLIER IF REDEEMED.  THE RIGHTS ARE
    SUBJECT TO REDEMPTION, AT THE OPTION OF THE
    COMPANY, AT $.05 PER RIGHT ON THE TERMS SET
    FORTH IN THE RIGHTS AGREEMENT.  [THE RIGHTS
    REPRESENTED BY THIS CERTIFICATE WERE ISSUED
    TO OR ACQUIRED BY A PERSON WHO WAS AN
    ACQUIRING PERSON OR AN AFFILIATE OR
    ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
    TERMS ARE DEFINED IN THE RIGHTS
    AGREEMENT).  THIS RIGHT CERTIFICATE AND THE
    RIGHTS REPRESENTED HEREBY MAY BECOME VOID
    IN THE CIRCUMSTANCES SPECIFIED IN SECTION
    ll(a)(ii) OR SECTION ll(d) OF THE RIGHTS
    AGREEMENT.*]
                    Right Certificate
               PARKER-HANNIFIN CORPORATION

      This certifies that ____________________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject
to the terms, provisions and conditions of the Rights
Agreement dated as of February __, 1987 (the "Rights
Agreement") between Parker-Hannifin Corporation, an Ohio
corporation (the "Company"), and AmeriTrust Company National
Association, a National Banking Association (the "Rights
Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (Cleveland, Ohio time)
on February 17, 1997 at the principal office of the Rights
Agent, or its successors as Rights Agent, in New York,
New York, one fully paid nonassessable Common Share, par value
$.50 per share (a "Common Share") of the Company, at a
purchase price of $100 per Common Share (the "Purchase
Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly

_________________________
*  The portion of the legend in brackets shall be inserted
   only if applicable.

                                     A-1
executed.  The number of Rights evidenced by this Right
Certificate (and the number of shares which may be purchased
upon exercise thereof) set forth above, and the Purchase Price
set forth above, are the number and Purchase Price as of
February 18, 1987, based on the Common Shares as constituted
at such date.

      As provided in the Rights Agreement, the Purchase Price
and the number of Common Shares which may be purchased upon
the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening
of certain events.

      This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which
terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of

the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the
holders of the Right Certificates.  Copies of the Rights
Agreement are on file at the above-mentioned office of the
Rights Agent.

      This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
Rights Agent in New York, New York or Cleveland, Ohio, may be
exchanged for another Right Certificate or Right Certificates
of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of Common Shares as the
Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to
purchase.  If this Right Certificate shall be exercised in
part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.

      Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.05 per Right.

      No fractional Common Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which may, at the election of the Company, be
evidenced by depository receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

                                     A-2
No holder of this Right Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the
holder of the Common Shares or of any other securities of the
Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement
or herein be construed to confer upon the holder hereof, as
such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or, to receive
notice of meetings or other actions affecting shareholders
(except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have
been exercised as provided in the Rights Agreement.

      This Right Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the
Rights Agent.

      WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.  Dated as of
February 18, 1987.

ATTEST:                        PARKER-HANNIFIN CORPORATION

Secretary                      Title:

Countersigned:

BY                     
   Authorized Signature

[Form of Reverse Side of Right Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer the Right Certificates.)

                                     A-3
FOR VALUE RECEIVED, ____________________________________
hereby sells, assigns and transfers unto _____________________
______________________________________________________________
         (Please print name and address of transferee)

______________________________________________________________
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company,
with full power of substitution.

Dated: _______________, 19__

                                  _____________________________
                                  Signature

Signature Guaranteed:

                       NOTICE
      The signature to the foregoing Assignment must
correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or
enlargement or any change whatsoever.
         
    FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to
exercise the Right Certificate.)
To Parker-Hannifin Corporation:

      The undersigned hereby irrevocably elects to
exercise _________________________ Rights represented by this
Right Certificate to purchase the Common Shares issuable upon
the exercise of such Rights and requests that certificates for
such shares be issued in the name of:

Please insert social security
or other identifying number

_______________________________________________________________
     (Please print name and address)

                                     A-4
If such number of Rights shall not be all the Rights evidenced
by this Right Certificate, a new Right Certificate for the
balance remaining of such Rights shall be registered in the
name of and delivered to:

Please insert social security
or other identifying number

_______________________________________________________________
     (Please print name and address)

_______________________________________________________________

Dated: _______________, 19__

                               Signature
         
                            (Signature must conform in all
                            respects to name of holder as
                            specified on the face of this
                            Right Certificate)

Signature Guaranteed:

                                     A-5
EXHIBIT B

        SUMMARY OF RIGHTS TO PURCHASE
                    COMMON SHARES

      On January 29, 1987, the Directors of Parker-Hannifin Corporation (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding Common Share, $.50 par value (the "Common Shares"), of the
Company.  The distribution is payable on February 18, 1987 (the "Record Date")
to the shareholders of record as of the close of business on the Record Date.
Each Right entitles the registered holder to purchase from the Company one
Common Share at a price of $100 per share, subject to adjustment (the
"Purchase Price").  The description and terms of the Rights are set forth in a
Rights Agreement dated as of February 10, 1987 (the "Rights Agreement") between
the Company and AmeriTrust Company National Association, as Rights Agent (the
"Rights Agent").

      Until the earlier of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares, or (ii) 10 days following the commencement
of a tender offer or exchange offer for 20% or more of such outstanding Common
Shares (the earlier of such dates being hereinafter called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached thereto.  The Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.  As soon as
practicable following the Distribution Date (as defined above), separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

      The Rights are not exercisable until the Distribution
Date.  The Rights will expire on February 17, 1997, unless
earlier redeemed by the Company as described below.

      The Purchase Price payable, and the number of Common
Shares or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of

                                     B-1
certain rights, options or warrants to subscribe for Common
Shares or convertible securities at less than the current
market price of the Common Shares, or (iii) upon the
distribution to holders of the Common Shares of evidences of
indebtedness, cash (excluding regular periodic cash dividends
at a rate not in excess of 125% of the rate of the last cash
dividend theretofore paid) assets, stock (other than dividends
payable in Common Shares) or of subscription rights, options
or warrants (other than those referred to above).

      In the event that an Acquiring Person merges into the
Company and the Company's Common Shares are not changed or
exchanged, or in the event that an Acquiring Person engages in
one of a number of self-dealing transactions specified in the
Rights Agreement, proper provision shall be made so that each
holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person after the date upon
which the Acquiring Person became such (which will thereafter
be void), will thereafter have the right to receive upon
exercise thereof at the then current Purchase Price, that
number of Common Shares having a market value of two times the
Purchase Price.  In the event that the Company is acquired by
an Acquiring Person in a merger or other business combination
transaction or 50% or more of its assets or earning power are
sold to an Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights that are or
were beneficially owned by the Acquiring Person after the date
upon which the Acquiring Person became such (which will
thereafter be void), shall thereafter have the right to
receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock (or,
under certain circumstances, an economically equivalent
security or securities) of the surviving, resulting or
acquiring person which at the time of such transaction would
have a market value of two times the Purchase Price.

      With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No
fractional shares will be issued (other than fractions which
may, at the election of the Company, be evidenced by
depository receipts), and in lieu thereof, a payment in cash
will be made based on the market price of the Common Shares on
the last trading day prior to the date of exercise.

      At any time prior to the fifteenth day following a
public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 20% or
more of the outstanding Common Shares, or, under certain
circumstances, upon a merger or consolidation of the Company
with or into a corporation which is not an Acquiring Person,
the Company may redeem the Rights in whole, but not in part,

                                     B-2
at a price of $.05 per Right (the "Redemption Price").
Immediately upon the action of the Directors of the Company
electing to redeem the Rights, the right to exercise the
Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.  The Company
will give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders
at their last addresses as they appear on the Registry Books
of the Rights Agent.

      Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

      Prior to the Distribution Date, the Rights Agreement
may be amended or supplemented by the Company and the Rights
Agent without the approval of any holders of Rights in any
manner, except for an amendment or supplement which would
change the Redemption Price or the Final Expiration Date, or
reduce the number of Common Shares for which a Right is then
exercisable.  After the Distribution Date, the Rights
Agreement may be so amended or supplemented to cure ambiguity,
correct or supplement defective or inconsistent provisions or
otherwise as the Company and the Rights Agent may deem
necessary or desirable and shall not adversely affect the
interests of the Rights holders.

      A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated _______________.  A
copy of the Rights Agreement is available free of charge from
the Company.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby
incorporated herein by reference.

                                     B-3
EXHIBIT 5

April 20, 1994

Parker-Hannifin Corporation
17325 Euclid Avenue
Cleveland, Ohio  44112

Re:  Corporation 1993 Stock Incentive Program

Ladies and Gentlemen:

      I have acted as counsel for Parker-Hannifin Corporation, an Ohio
corporation (the "Company"), in connection with its 1993 Stock Incentive 
Program ("Program").  I have examined such documents, records and matters of 
law as I have deemed necessary for purposes of this opinion, and based 
thereon, I am of the opinion that the shares of the Company's Common Stock, 
par value $.50 per share (the "Common Shares"), that may be issued and sold 
pursuant to the Program will be duly authorized, validly issued, fully paid 
and nonassessable when issued and sold in accordance with the Program, 
provided that the consideration receivedby the Company is at least equal to 
the par value of the  Common Shares.

      I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 that is being filed by the Company with the
Securities and Exchange Commission regarding the Program.

Very truly yours,

    Thomas A. Piraino, Jr.
    Thomas A. Piraino, Jr.
    Vice President - Law
Exhibit 23(a)

                   CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-8 of 
our report dated August 10, 1993, on our audits of the financial statements 
and financial statement schedules of Parker Hannifin Corporation.

                                               COOPERS & LYBRAND
                                               COOPERS & LYBRAND

Cleveland, Ohio
April 19, 1994
EXHIBIT 24
                           DIRECTORS AND OFFICERS OF
                          PARKER-HANNIFIN CORPORATION

                      REGISTRATION STATEMENT ON FORM S-8

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Parker-Hannifin Corporation, an Ohio corporation (the "Company"),
hereby (1) constitutes and appoints Duane E. Collins, Michael J. Hiemstra,
Patrick S. Parker and Joseph D. Whiteman, collectively and individually, as his
agents and attorneys-in-fact with full power of substitution and resubstitution
to (a) sign and file on his behalf and in his name, place and stead in any and
all capacities (i) a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Securities Act of 1933,
as amended, of up to 2,000,000 additional shares of the Company's Common Stock,
par value $.50 per share, for issuance under the Company's 1993 Stock Incentive
Program, (ii) any and all amendments, including post-effective amendments, and
exhibits to the Registration Statement and (iii) any and all applications or
other documents to be filed with the Securities and Exchange Commission or any
state securities commission or other regulatory authority with respect to the
securities covered by the Registration Statement and (b) do and perform any and
all other acts and deeds whatsoever that may be necessary or required in the
premises and (2) ratifies and approves any and all actions that may be taken
pursuant hereto by any of the above-named agents and attorneys-in-fact or their
substitutes.

      IN WITNESS WHEREOF, the undersigned directors and offices of the Company
have hereunto set their hands this 14th day of April, 1994.

        P. S. Parker                        F. A. LePage    
_____________________________              ______________________
    P. S. Parker, Chairman of               F. A. LePage, Director
    the Board and Director

       D. E. Collins                        P. W. Likins
_____________________________               ______________________
    D. E. Collins, Chief Executive          P. W. Likins, Director
    Officer and Director

       M. J. Hiemstra                       A. L. Rayfield 
_____________________________               ______________________
    M. J. Hiemstra, Principal               A. L. Rayfield, Director
    Financial Officer

     H. C. Gueritey, Jr.                    P. G. Schloemer
_____________________________               _______________________
    H. C. Gueritey, Jr.                     P. G. Schloemer, Director
    Principal Accounting Officer

       J. G. Breen                          W. R. Schmitt 
_____________________________               _______________________
    J. G. Breen, Director                   W. R. Schmitt, Director

      P. C. Ely, Jr.                        W. Seipp
_____________________________               _______________________
    P. C. Ely, Jr. Director                 W. Seipp, Director

       A. H. Ford                           D. W. Sullivan
_____________________________               _______________________
    A. H. Ford, Director                    D. W. Sullivan, Director