8-K

                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM 8-K

                  CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) 
                      OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  November 15, 1996


                             Oak Industries Inc.
               (Exact name of registrant as specified in its charter)

  Delaware                           1-4474               36-1569000  
(State or other juris-          (Commission File        (IRS Employer
 diction of incorporation)           Number)          Identification No.)



1000 Winter Street
Waltham, MA                                                  02154
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code 617-890-0400

                                    Same
            (Former name or former address, if changed since last report.


Item 5.  Other Events

On November 15, 1996, Connector Holding Company ("Connector"), a wholly-
owned subsidiary of Oak Industries Inc. (the "Company"), purchased one-
half of the shares of Gilbert Engineering Co., Inc. ("Gilbert"), held by 
members of Gilbert management for an aggregate purchase price of 
approximately $31 million.  The acquired shares represented 7.5% of 
Gilbert's outstanding stock.  As a result of the purchase, Connector owns 
92.5% of Gilbert.  Pursuant to the terms of an Amended and Restated 
Management Stockholders Agreement by and among Gilbert, Connector and each 
of Robert A. Spann, Bruce B. Gullekson, Daniel H. Franklin and Robert D. 
Hayward (collectively, the "Management Stockholders"), Connector will 
purchase the remaining shares of Gilbert held by the Management 
Stockholders over the next two years.  The foregoing transaction was 
financed with borrowings from a new $300 million unsecured revolving 
credit facility entered into by the Company on November 1, 1996 with 
certain lenders from time to time a party thereto, and the Chase Manhattan 
Bank as Administrative Agent and Issuing Bank.

Item 7.  Financial Statements, Pro Forma Financial Information 
  and Exhibits

The following financial statements, pro forma financial information and 
exhibits are filed as part of this report.

(a)  Financial Statements of Businesses Acquired

  N/A

(b)  Pro forma financial information required pursuant to Article 11 of 
Regulation S-X:

  N/A

(c)  Exhibits

  2.1  Amended and Restated Management Stockholders Agreement dated as of 
November 15, 1996 by and among Gilbert Engineering Co., Inc., Connector 
Holding Company, and each of Robert A. Spann, Bruce B. Gullekson, Daniel 
H. Franklin and Robert D. Hayward, filed herewith.


Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                               Oak Industries Inc.


Date:   November 22, 1996                      /s/ Francis J. Lunger
                                               ---------------------
                                               Francis J. Lunger
                                               Senior Vice President and
                                               Chief Financial Officer

EX-2

                                                          Exhibit 2.1
                          AMENDED AND RESTATED 
                    MANAGEMENT STOCKHOLDERS AGREEMENT

  This Amended and Restated Management Stockholders Agreement 
(the "Agreement") is made as of November 15, 1996 by and among Gilbert 
Engineering Co., Inc., a Delaware corporation (the "Company"), Connector 
Holding Company, a Delaware corporation ("Connector"), and each of Robert 
A. Spann, 
Bruce B. Gullekson, Daniel H. Franklin and Robert D. Hayward (each a 
"Management Stockholder," collectively the "Management Stockholders" and, 
together with Connector, collectively referred to herein as the 
"Stockholders").

                                Recitals

1.  The Stockholders own all of the issued and outstanding shares of the 
Company's Common Stock, $.01 par value (the "Common Stock");

2.  Reference is made to a Management Stockholders Agreement dated 
December 23, 1992 (the "Stockholders Agreement") entered into by Gilbert 
Engineering Acquisition Co., Inc., Connector, Connector Acquisition 
Company, Oak Industries Inc. ("Oak"), and each of Tyler Capital Fund, 
L.P., Tyler Massachusetts, L.P., Tyler International, L.P. - II, BCIP 
Associates and BCIP Trust Associates, L.P., and each of Robert A. Spann, 
the Gullekson Family Trust dated December 27, 1989, Daniel H. Franklin and 
Robert D. Hayward;

3.  Connector has agreed to purchase from the Management Stockholders the 
Management Shares (as defined herein), pursuant to the terms and 
conditions set forth herein; and

4.  The parties believe that it is in the best interests of the Company 
and the Stockholders (i) to continue to provide for certain rights and 
obligations of the Stockholders with respect to the election of directors 
of the Company, (ii) to provide for the terms and conditions upon which 
Connector shall purchase certain shares of Common Stock held by the 
Management Stockholders, and (iii) to set forth their agreements on 
certain other matters.

                               Agreement

Now, therefore, the parties hereto hereby agree as follows:

1.  DEFINITIONS.

  1.1.       "Accelerated Closing" shall mean a closing (a) pursuant to 
Connector's "call right" under Section 4.1 of this Agreement, or (b) held 
within thirty (30) days following the end of the Accounting Period, as 
defined in Section 4.2.2. of this Agreement.

  1.2.    "EBITA" shall mean, with respect to any period, the net income 
of Connector and its subsidiaries before interest, income taxes and 
amortization, without duplication, calculated on a consolidated basis in 
accordance with generally accepted accounting principles excluding (a) any 
deductions relating to corporate allocations with respect to Connector and 
its subsidiaries, provided however, that direct charges for expenses 
(including, by way of example and not limitation, insurance and legal 
expenses) that are taken into account in determining operating income 
shall not be included in such corporate allocations, (b) any costs, 
expenses, losses, income or gains relating to unusual items, as may be 
agreed by the parties, (c) any deductions for minority interests in 
Connector's subsidiaries and (d) any deductions for management fees paid 
to Oak Industries Inc. and Bain Capital Inc.  Attached as Exhibit A hereto 
is a calculation of EBITA for the four fiscal quarters ended September 28, 
1996, which Exhibit A shall also serve as an example of the intended 
operation of the definition of EBITA for future EBITA calculations.       

  1.3.  "Management Majority Holders" shall mean, as of any date, the 
holders of a majority of the Management Shares outstanding on such date.

  1.4.  "Management Shares" shall mean all shares of Common Stock 
originally issued to, or issued with respect to shares originally issued 
to, or held by, the Management Stockholders.

  1.5.  "Person" shall mean any individual, partnership, corporation, 
company, association, trust, joint venture, unincorporated organization, 
entity or division, or any government, governmental department or agency 
or political subdivision thereof.

  1.6.  "Purchase Price" shall mean, other than in the case of an 
Accelerated Closing, with respect to each Management Share, an amount 
equal to (a) the product of eight (8) times EBITA for the twelve (12) 
consecutive accounting months ending on the date of the last day of the 
Company's third fiscal accounting quarter immediately preceding the date 
on which the Management Share is to be purchased by Connector, and (b) 
dividing the foregoing product by the total number of shares of Common 
Stock issued and outstanding.  In the event of an Accelerated Closing, 
Purchase Price shall mean, with respect to each Management Share, an 
amount equal to (i) the product of eight (8) times EBITA for the twelve 
(12) consecutive accounting months immediately preceding the month in 
which the Management Share is to be purchased by Connector and (ii) 
dividing the foregoing product by the total number of shares of Common 
Stock issued and outstanding. 

  1.7.  "Shares" shall mean all Common Stock held by Connector and the 
Management Stockholders.

2.  VOTING AGREEMENT.

  2.1.  Voting.  Each holder of Shares hereby agrees to cast all votes to 
which such holder is entitled in respect of the Shares, whether at any 
annual or special meeting, by written consent or otherwise, as follows:

    2.1.1.  Number of Directors.  To fix the number of directors of the 
Company at six (6).

    2.1.2.  Election of Directors.  (i)  To elect as directors of the 
Company five (5) persons, if any, who shall have been nominated by 
Connector in a written notice delivered to all of the holders of Shares 
(the "Connector Directors"), and (ii) to elect as a director of the 
Company one person, if any, who shall have been nominated by the 
Management Majority Holders in a written notice delivered to all of the 
holders of Shares (the "Management Director").  The Connector Directors 
and the Management Director shall agree upon the nature and frequency of 
any meetings of the Company's Board of Directors to be held.

  2.2.  Successors.  No Connector Director may be removed without the 
consent of Connector.  No Management Director may be removed without the 
consent of the Management Majority Holders.  In the event a director shall 
cease to serve for any reason, then, in the case of a Connector Director, 
Connector shall have the right to designate a successor, and in the case 
of the Management Director, the Management Majority Holders shall have the 
right to designate a successor.  Each holder of Shares shall, upon receipt 
of a written notice identifying such designee, promptly take all action 
necessary to cause the appointment of such designee to the Company's Board 
of Directors pursuant to the Company's By-Laws and Certificate of 
Incorporation.

  2.3.  The Company.  The Company agrees not to give effect or permit any 
subsidiary to give effect to any action by any holder of Shares or any 
other Person which is in contravention of this Section 2.

  2.4.  Period.  The provisions of this Section 2 shall expire upon the 
earlier of (i) the tenth anniversary of the date of this Agreement, and 
(ii) the date on which the Management Stockholders cease to own any 
Shares.

3.  TRANSFER RIGHTS.   No holder of Management Shares shall sell, pledge, 
assign, encumber or otherwise transfer or dispose of any of such Shares to 
any other Person, whether directly, indirectly, by operation of law or 
otherwise; provided, however, that nothing herein shall prevent transfers 
by will or by the applicable laws of descent and distribution. 



4.  CALL RIGHT; CLOSINGS WITH RESPECT TO MANAGEMENT SHARES.

  4.1.  Right to "Call" Management Shares.  If a Management Stockholder's 
employment with the Company is terminated "for cause" (as such term is 
defined in his Employment Agreement with the Company) (a "Call Event"), 
then Connector may, by notice to the Management Stockholder, or his 
estate, heirs, devisees, executor or representative (the "Stockholder's 
Estate"), as the case may be, delivered within thirty (30) days after the 
occurrence of the Call Event, elect to purchase from such Management 
Stockholder or such Stockholder's Estate, as the case may be, all of the 
Management Shares owned, and such Management Stockholder or such 
Stockholder's Estate, as the case may be, hereby agrees to sell to 
Connector such Management Shares, for an aggregate amount equal to the 
Purchase Price multiplied by the number of Management Shares being sold.  
If Connector does not purchase all of the Shares of such Management 
Stockholder, then such Management Stockholder's non-competition obligation 
contained in his Employment Agreement with the Company shall continue for 
a period of two years following the date upon which he ceases to, directly 
or indirectly, own or hold beneficially or of record any Shares.

  4.2.  Closings.

    4.2.1.  First Closing.  The closing (the "Closing") of the sale by 
each Management Stockholder to Connector of one half of Management Shares 
held by such Management Stockholder immediately prior to the Closing shall 
be held on or about November 15, 1996, at the principal office of Oak, or 
at such other time and location as the parties to such sale may mutually 
agree, and otherwise in accordance with the provisions of Subsections  
4.2.4. and 4.2.5. hereof.  

    4.2.2.  Subsequent Closings.  The closing (the "Second Closing") of 
the sale by each Management Stockholder to Connector of one half of the 
Management Shares held by such Management Stockholder immediately prior to 
the Second Closing shall be held on October 31, 1997, at the principal 
office of Oak, or at such other time and location as the parties to such 
sale may mutually agree, and otherwise in accordance with the provisions 
of Subsections 4.2.4. and 4.2.5. hereof;  provided, however, that if at 
any time after September 30, 1996, EBITA exceeds an aggregate amount of 
$60 million during any period of twelve (12) consecutive accounting months 
(the "Accounting Period"), then within thirty (30) days immediately 
following the end of the Accounting Period, on such date as shall be 
determined by Connector, Connector shall purchase, and the Management 
Stockholders shall sell, pursuant to the provisions of Subsections 4.2.4. 
and 4.2.5. hereof, the remaining Management Shares held by them; and 
provided further that in the event that the Management Stockholders own 
any Management Shares on that date which is seven hundred and thirty (730) 
days after September 28, 1996, then Connector shall purchase on October 
30, 1998, and the Management Stockholders shall sell, all Management 
Shares held by them pursuant to the provisions of Subsections 4.2.4. and 
4.2.5. hereof.

    4.2.3.  Closing Pursuant to Section 4.1.  The closing of the sale of 
any Management Shares pursuant to Section 4.1 shall take place at the 
principal office of Oak on a date selected by Connector, which date shall 
be within thirty (30) days after the date of the Call Notice, or at such 
other time and location as the parties to such sale may mutually agree 
(the "Call Closing Date").  On the Call Closing Date, Connector shall 
purchase, and the Management Stockholder shall sell, all Management Shares 
held by him pursuant to the provisions of Subsections 4.2.4. and 4.2.5. 
hereof.

    4.2.4.  Purchase Price; Representations and Warranties.  At each 
closing pursuant to this Section 4.2, Connector shall pay to each 
Management Stockholder the aggregate Purchase Price for the Management 
Shares being sold by such Management Stockholder by wire transfer of 
immediately available funds, and each such Management Stockholder shall 
deliver to Connector the certificate or certificates representing the 
Management Shares being sold, duly endorsed for transfer, free and clear 
of any liens or encumbrances.  The delivery of a certificate or 
certificates for Shares by any Management Stockholder to Connector at a 
closing of the purchase of Shares by 
Connector under this Agreement shall be deemed a representation and 
warranty by such selling Management Stockholder that:  (a) he has full 
right, title and interest in and to such Shares; (b) he has all necessary 
power and authority and has taken all necessary action to sell such Shares 
as contemplated; and (c) such Shares are free and clear of any and all 
liens or encumbrances.

    4.2.5.  Delivery of Certificates.  If at a closing of a sale of Shares 
to Connector under this Agreement any Management Stockholder fails to 
deliver to Connector the certificate or certificates evidencing its 
shares, Connector may, at its option, in addition to all other remedies it 
may have, deposit the purchase price for such Shares with The First 
National Bank of Boston (or any other commercial bank approved by 
Connector and the Management Majority Holders), as escrow agent (the 
"Escrow Agent"), and thereupon the Company shall cancel on its books the 
certificate or certificates representing such Shares, and shall issue, in 
lieu thereof and in the name of Connector, a new certificate or 
certificates representing such Shares, and thereupon all of the Management 
Stockholder's rights in and to such Shares shall terminate.  Thereafter, 
upon delivery to the Company by such Management Stockholder of the 
certificate or certificates evidencing such Shares (duly endorsed for 
transfer, with signature guaranteed, and free and clear of any liens of 
encumbrances), the Company shall instruct the Escrow Agent to deliver the 
purchase price (with any interest from the date of deposit of such funds 
with the Escrow Agent to the date of delivery of such stock certificates 
to accrue to such Management Stockholder) to such Management Stockholder.

    4.2.6.  Post Closing Adjustments.  Connector shall prepare and deliver 
to the Management Stockholders, within one hundred twenty (120) days after 
the end of each fiscal year in which a closing pursuant to this Section 
4.2 occurs, a post closing statement (the "Post Closing Statement").  The 
Post Closing Statement shall set forth, for the fiscal year in which such 
closing occurred, calculations relating to (a) any normal, year-end 
adjustments and (b) any additional adjustments in connection with the 
annual audit conducted by the Company's independent certified public 
accountants (together, the "Post Closing Adjustments"), which would, after 
giving effect to such adjustments, result in an EBITA (the "Adjusted 
EBITA") that differs from the EBITA on which the Purchase Price for the 
Management Shares was originally based (the "Closing EBITA") by more than 
Five Hundred Thousand Dollars ($500,000) (the "Threshold Amount").   For 
the purposes of this Section, the Post Closing Adjustments shall be 
applied to all four fiscal quarters used in the EBITA calculation, 
regardless of whether a fiscal quarter falls in a different fiscal year.  

    With respect to an Accelerated Closing, Connector shall have the 
option of following the procedure set forth above, or, in the alternative, 
engaging the Company's independent certified public accountants to conduct 
an audit of the Company's financial statements for the twelve (12) 
consecutive accounting months for which the Closing EBITA was determined.  
If the findings of such audit would result in an EBITA (also referred to 
herein as the "Adjusted EBITA") that differs from the Closing EBITA by 
more than the Threshold Amount, then Connector shall deliver to the 
Management Stockholders a Post Closing Statement describing such findings.  
Should the Adjusted EBITA differ from the Closing EBITA by more than Five 
Hundred Thousand Dollars ($500,000), then the cost of the audit by the 
Company's independent certified public accounts shall be borne equally 
among the Management Stockholders who sold Shares in the Accelerated 
Closing; provided, however, that the costs of an audit shall be borne by 
the Management Stockholder only with respect to an Accelerated Closing.

    Should the Adjusted EBITA differ from the Closing EBITA by more than 
the Threshold Amount, either in connection with a scheduled closing under 
this Section 4.2, or in the case of an Accelerated Closing, the Adjusted 
EBITA shall be used to calculate a new Purchase Price (the "Adjusted 
Purchase Price"), which calculations shall also be set forth on the Post 
Closing Statement.  If the Adjusted EBITA is lower than the Closing EBITA 
by more than the Threshold Amount, then each Management Stockholder who 
sold Management Shares shall pay to Connector an amount equal to (i) the 
difference between the Purchase Price and the Adjusted Purchase Price (ii) 
multiplied by the number of Management Shares sold by such Management 
Stockholder to Connector.  If the Adjusted EBITA is higher than the 
Closing EBITA by more than the Threshold Amount, then Connector shall pay 
to each Management Stockholder who sold Management Shares an amount equal 
to (A) the difference between the Adjusted Purchase Price and the Purchase 
Price (B) multiplied by the number of Management Shares sold by such 
Management Stockholder to Connector.

    If it is shown, in any Post Closing Statement delivered subsequent to 
the first Post Closing Statement delivered hereunder, that the relevant 
Post Closing Adjustments would have an impact on the EBITA or Adjusted 
EBITA used with respect to a prior closing under this Section 4.2, then 
such Post Closing Statement shall set forth revised calculations with 
respect to such EBITA or Adjusted EBITA (the "Revised EBITA") and Purchase 
Price or Adjusted Purchase Price (the "Revised Purchase Price"), as the 
case may be.  If a Revised EBITA is lower than the applicable Adjusted or 
Closing EBITA, as the case may be, by more than the Threshold Amount, then 
each Management Stockholder who sold Management Shares shall pay to 
Connector an amount equal to (1) the difference between the Adjusted 
Purchase Price or the Purchase Price, as the case may be, and the Revised 
Purchase Price (2) multiplied by the number of Management Shares sold by 
such Management Stockholder to Connector.  If a Revised EBITA is higher 
than the applicable Adjusted or Closing EBITA, as the case may be, by more 
than the Threshold Amount, then Connector shall pay to each Management 
Stockholder who sold Management Shares an amount equal to (aa) the 
difference between the Revised Purchase Price and the Adjusted Purchase 
Price or the Purchase Price, as the case may be, (bb) multiplied by the 
number of Management Shares sold by such Management Stockholder to 
Connector.

    The Management Stockholders shall deliver any objections to any Post 
Closing Statement to Connector within five (5) business days of receipt.  
Any disputes regarding the Post Closing Statement not resolved by the 
parties within thirty (30) calendar days after the receipt by Connector of 
any objections of the Management Stockholders shall be resolved by a "big 
six" accounting firm mutually acceptable to the parties.  The 
determination of any accounting firm so selected shall be conclusive and 
binding.  The fees and expenses of such accounting firm acting under this 
Agreement shall be shared equally among Connector and the Management 
Stockholders.  Upon the agreement or final determination by an accounting 
firm pursuant to the provisions of this Section, Connector shall make 
appropriate payments, or the Management Stockholders shall make 
appropriate refunds, within five (5) business days after such agreement or 
final determination.  

5.  INFORMATION.  The Company will, and will cause each of its 
subsidiaries, to comply with such of the following provisions as are 
applicable to it:

  5.1.  Annual Statements.  The Company will furnish to each Management 
Stockholder, for as long as such Management Stockholder owns any of the 
Management Shares, as soon as available, and in any event within one 
hundred twenty (120) days after the end of each fiscal year, the following 
financial information about the Company and its subsidiaries:  
consolidated and consolidating balance sheets as at the end of such fiscal 
year and the consolidated and consolidating statements of income, cash 
flows and changes in stockholders' equity for such fiscal year, setting 
forth in each case comparisons to the budget for such fiscal year and the 
figures for the next preceding fiscal year and accompanied by the audit 
report (which audit report need not cover consolidating statements or 
comparisons to budget ) of the Company's independent certified public 
accountants.

  5.2.  Quarterly Reports.  The Company will furnish to each Management 
Stockholder, for as long as such Management Stockholder owns any of the 
Management Shares, as soon as available, and in any event within forty 
five (45) days after the end of each fiscal quarter in each fiscal year 
the unaudited consolidated and consolidating balance sheets of the Company 
and its subsidiaries as at the end of such period and the consolidated and 
consolidating statements of income, cash flows and changes in 
stockholders' equity for such period and the portion of the fiscal year 
then ended, setting forth in each case comparisons to the budget of such 
period and to the corresponding period of the previous fiscal year, all in 
reasonable detail.

6.  DIVIDENDS; BORROWINGS.  With respect to any fiscal quarter when the 
Management Stockholders own Management Shares (a "Dividend Period"), the 
Company's Board of Directors shall determine whether net cash flow at the 
Company exceeds the expected needs of the Company's business during the 
next Dividend Period.  If it does, the Company's Board of Directors shall 
declare a dividend to the holders of Shares, and shall pay to each such 
holder a dividend amount for each Share calculated by dividing the total 
amount of the dividend declared by the total number of Shares.  Dividends 
shall be paid out of funds legally available therefor.  It is understood 
and agreed that the term "dividends" as used in this Section shall not 
include any payments under the Tax-Sharing Agreement dated December 23, 
1992 among Oak, Connector and the Company, expenses of shareholders and 
directors and loan repayments.  Oak shall be permitted to borrow money 
from the Company, provided, however, that such borrowings shall not be 
permitted if in the determination of the Company's Board of Directors they 
would impair the ability of the Company to pay dividends pursuant to this 
Section 6.

7.  REMEDIES.  Each holder of Shares shall have all remedies available at 
law, in equity or otherwise in the event of any breach or violation of 
this Agreement or any default hereunder.  The parties acknowledge and 
agree that in the event of any breach of this Agreement, in addition to 
any other remedies which may be available, each of the parties hereto 
shall be entitled to specific performance of the obligations of the other 
parties hereto and, in addition, to such appropriate injunctive relief as 
may be granted by a court of competent jurisdiction.

8.  LEGENDS.  Each certificate representing Shares shall have the 
following legend endorsed conspicuously thereupon:

  The shares of stock represented by this certificate have not been 
registered under the   Securities Act of 1933, as amended, and may not 
be sold, assigned, pledged or   otherwise transferred in the absence of 
an effective registration statement under said   Act covering the 
transfer or an opinion of counsel satisfactory to the issuer that   
registration under said Act is not required.

  The voting of the shares of stock represented by this certificate, and 
the sale,   encumbrance or other disposition thereof, are subject to the 
provisions of an   Amended and Restated Management Stockholders Agreement 
to which the issuer and   certain of its stockholders are party, a copy of 
which may be inspected at the principal   office of the issuer or obtained 
from the issuer without charge.

  Any person who acquires Shares that are not subject to all or part of 
the terms of this Agreement shall have the right to have such legend (or 
the applicable portion thereof) removed from certificates representing 
such Shares.

9.  AMENDMENT, TERMINATIONS, ETC.

  9.1.  Oral Modifications.  This Agreement may not be orally amended, 
modified, extended or terminated, nor shall any oral waiver of any of its 
terms be effective.

  9.2.  Written Modifications.  This Agreement may be amended, modified, 
extended or terminated, and the provisions hereof may be waived, by an 
agreement signed in writing by the party or parties against whom the same 
may be asserted.

  9.3.  Termination.  Notwithstanding any provision of this Agreement to 
the contrary, all obligations hereunder of the Company or of Connector to 
any Management Stockholder (and this Agreement, as with respect to such 
Management Stockholder), shall terminate as of and from the date of 
payment in full of all Management Shares held by such Management 
Stockholder.

  9.4.  Stockholders Agreement.  Upon the execution of this Agreement, the 
Stockholders Agreement shall be terminated in its entirety, and of no 
further force and effect.

10.  MISCELLANEOUS.

  10.1.  Authority; Effect.  Each party hereto represents and warrants to 
and agrees with each other party that the execution and delivery of this 
Agreement and the consummation of the transactions contemplated hereby 
have been duly authorized on behalf of such party and do not violate any 
agreement or other instrument applicable to such party or by which its 
assets are bound.  This Agreement does not, and shall not be construed to, 
give rise to the creation of a partnership among any of the parties 
hereto, or to constitute any of such parties members of a joint venture or 
other association.

  10.2.  Notices.  Notices and other communications provided for in this 
Agreement shall be in writing and shall be effective (i) when one day 
shall have elapsed (exclusive of Saturdays, Sundays and banking holidays 
in the City of Boston) from their deposit for overnight delivery with 
Federal Express or other bonded courier, addressed to the party or parties 
sought to be charged with notice of the same at the respective addresses 
set forth or referred to below, subject to written notice of change of 
address given by any party to each other party, or (ii) if earlier, upon 
receipt.

   If to Connector, to it at:
        c/o Oak Industries Inc.
        1000 Winter Street
        Waltham, Massachusetts  02154
        Attention:  William S. Antle III

        with a copy to:

        c/o Oak Industries Inc.
        1000 Winter Street
        Waltham, Massachusetts  02154
        Attention:  General Counsel

   If to the Company, to it at:

        c/o Oak Industries Inc.
        1000 Winter Street
        Waltham, Massachusetts  02154
        Attention:  William S. Antle III

        with a copy to:

        c/o Oak Industries Inc.
        1000 Winter Street
        Waltham, Massachusetts  02154
        Attention:  General Counsel

   If to a Management Stockholder, to him at the address set forth by such 
Management Stockholder's signature hereto,

        with a copy to:

        Quarles & Brady
        One East Camelback Road
        Suite 400
        Phoenix, Arizona  85012-1659
        Attention:  P. Robert Moya, Esq.

  10.3.  Binding Effect, etc.  This Agreement constitutes the entire 
agreement of the parties with respect to its subject matter, supersedes 
all prior or contemporaneous oral or written agreements or discussions 
with respect to such subject matter, and shall be binding upon and inure 
to the benefit of the parties hereto and their respective Stockholders 
Estate, successors and assigns, as the case may be.

  10.4.  Gender and Number.  With respect to words used in this Agreement, 
the singular form shall include the plural form, the neuter gender shall 
include the feminine or masculine gender, and vice versa, as the context 
requires.

  10.5.  Descriptive Headings.  The descriptive headings of this Agreement 
are for convenience of reference only, are not to be considered a part 
hereof and shall not be construed to define or limit any of the terms or 
provisions hereof.

  10.6.  Counterparts.  This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original, but all of which 
taken together shall constitute one instrument.

  10.7.  Severability.  If in any judicial proceedings a court shall 
refuse to enforce any provision of this Agreement, then such unenforceable 
provision shall be deemed eliminated from this Agreement for the purpose 
of such proceedings to the extent necessary to permit the remaining 
provisions to be enforced.  To the full extent, however, that the 
provisions of any applicable law may be waived, they are hereby waived to 
the end that this Agreement be deemed to be valid and binding agreement 
enforceable in accordance with its terms, and in the event that any 
provision hereof shall be found to be invalid or unenforceable, such 
provision shall be construed by limiting it so as to be valid and 
enforceable to the maximum extent consistent with and possible under 
applicable law.

  10.8.  Governing Law.  This Agreement shall be construed under and its 
validity determined by the domestic substantive laws of The Commonwealth 
of Massachusetts without giving effect to any choice or conflict of laws 
provision or rule that would cause the application of the domestic 
substantive laws of any other jurisdiction.





  IN WITNESS WHEREOF, the undersigned have duly executed this Agreement 
under seal as of the day and year first above written.

GILBERT ENGINEERING CO., INC.              CONNECTOR HOLDING COMPANY

By: /s/ Thomas F. Sheehan                  By: /s/ Thomas F. Sheehan
       Thomas F. Sheehan                       Thomas F. Sheehan
       Vice President                          Vice President

                                           Address:

                                           P.O. Box 11099
/s/ Robert A. Spann                        Phoenix, AZ  85061
Robert A. Spann

              
                                           6536 N. 40th Place
/s/ Bruce B. Gullekson                     Paradise Valley, AZ  85253
Bruce B. Gullekson


                                           P.O. Box 23008
/s/ Daniel H. Franklin                     Phoenix, AZ  85063
Daniel H. Franklin


                                           15227 N. 15th Drive
/s/ Robert D. Hayward                      Phoenix, AZ  85023
Robert D. Hayward