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               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  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):  February 13, 1997
                                
                                
                     SUNDSTRAND CORPORATION
     ------------------------------------------------------
     (Exact name of Registrant as specified in its charter)
                                
                                
         Delaware                   1-5358                36-1840610
- ----------------------------      ----------       ----------------------  
(State or other jurisdiction     (Commission            (IRS Employer
    of incorporation)            File Number)      Identification Number)


    4949 Harrison Avenue
    P.O. Box 7003
    Rockford, Illinois                             61125-7003
- ----------------------------------------           ----------
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  (815) 226-6000


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Item 5. Other Events.

        Registrant is filing herewith, as Exhibit 99.1, a cautionary
        statement for purposes of the "Safe Harbor for Forward-Looking
        Statements" provision of the Private Securities Litigation 
        Reform Act of 1995 which Exhibit is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

        Exhibit No.           Description
        -----------           -----------
           99.1               Cautionary Statement


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                           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.

    
                                     SUNDSTRAND CORPORATION
                                     (Registrant)



Dated:  February 13, 1997            By:  /s/ Richard M. Schilling
                                     ________________________________
                                     Name:   Richard M. Schilling
                                     Title:  Vice President, General
                                             Counsel and Secretary


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                          EXHIBIT INDEX
                                


                                             Page in Sequentially
      Exhibit      Description                  Numbered Copy
      -------      -----------               --------------------
       99.1        Cautionary Statement               5


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                                                     Exhibit 99.1

                      CAUTIONARY STATEMENT


Sundstrand Corporation (the "Registrant") and its representatives
from time to time publish reports, file written statements or
documents with the Securities and Exchange Commission, issue news
releases, participate in conferences, calls, meetings and
discussions with shareholders, analysts, investors and potential
investors in the Registrant in which forward-looking statements
are made.

Forward-looking statements (as defined in the Private Securities
Litigation Reform Act of 1995) made by the Registrant are based
on assumptions, such as the timing, volume, and pricing of
customer orders.  These assumptions are based on a variety of
factors, including estimates of revenue passenger miles,
projections of aircraft deliveries, anticipated levels of defense
spending, projections of capital spending in a variety of
industrial markets, and industry specific economic outlooks.  The
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
outlined in the forward-looking statements.  The risks and
uncertainties include the risk of cancellation or adjustment of
large aircraft orders, greater than anticipated pricing pressures
in the Aerospace industry, collective bargaining labor disputes,
termination of and/or difficulties related to significant
government programs (particularly military procurement programs
serviced by the Registrant), decreased demand in the Registrant's
markets or the markets served by the Registrant's customers
(particularly commercial airline traffic), lower-than-anticipated
penetration of foreign markets, and unforeseen difficulties in
implementing the restructuring of Sullair Europe.


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