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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                            FORM 8-A12B/A

                          (Amendment No. 3)


          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                PURSUANT TO SECTION 12(b) OR (g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


                       SUNDSTRAND CORPORATION                    
     ------------------------------------------------------
     (Exact name of Registrant as specified in its charter)


       Delaware                              36-1840610        
- --------------------------          ---------------------------
(State of incorporation or          IRS Employer Identification
     organization)                            Number)

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

Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class        Name of each exchange on which
      to be so registered        each class is to be registered

            None                              N/A

If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.  []

If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box.  []

Securities to be registered pursuant to Section 12(g) of the Act:

     None

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The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Application
for Registration on Form 8-A dated April 18, 1986 (as amended
December 18, 1987, and November 21, 1995), as set forth in the
pages attached hereto.

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Item 1.   Description of Registrant's Securities to be Registered.

          Item 1 of Form 8-A is hereby amended and supplemented as follows:
 
          The information set forth in the First Amendment to the
Second Amended and Restated Rights Agreement, dated as of February
20, 1996, a copy of which is filed as Exhibit (1) hereto, is
incorporated herein by reference.

Item 2.   Exhibits.

          Item 2 of Form 8-A is hereby amended and supplemented as follows:

          Exhibit (1) -- First Amendment to Second Amended and Restated
                         Rights Agreement, between Sundstrand Corporation
                         and Harris Trust and Savings Bank, as Rights Agent,
                         dated as of February 20, 1996.

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                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 3 to
its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              SUNDSTRAND CORPORATION
                              (Registrant)



Dated:  May 10, 1996          By:    /s/  Richard M. Schilling
                              __________________________________
                              Name:  Richard M. Schilling
                              Title: Vice President and General
                                     Counsel and Secretary

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                         EXHIBIT INDEX
                                


                                             Page in Sequentially
Exhibit      Description                         Numbered Copy   

 (1)         First Amendment to Second 
             Amended and Restated Rights
             Agreement, between Sundstrand
             Corporation and Harris Trust and
             Savings Bank, as Rights Agent,
             dated as of February 20, 1996.

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                                                    Exhibit (1)
                                
                                
                       FIRST AMENDMENT TO
          SECOND AMENDED AND RESTATED RIGHTS AGREEMENT


      This First Amendment (the "Amendment"), dated as of
February 20, 1996, to the Second Amended and Restated Rights
Agreement, dated as of November 21, 1995 (the "Agreement"), is
entered into by and between Sundstrand Corporation, a Delaware
corporation (the "Company"), and Harris Trust and Savings Bank,
as Rights Agent (the "Rights Agent").

      The Company and the Rights Agent agree as follows:

      1.     Section 1(f) of the Agreement is hereby amended in
its entirety to read as follows:

      (f)    "Common Stock" shall mean the Common Stock, $.50 par
      value, of the Company, except that "Common Stock" when
      used with reference to stock issued by any Person other
      than the Company shall mean the capital stock with the
      greatest voting power, or the equity securities or other
      equity interest having power to control or direct the
      management of such Person or, if such Person is a
      subsidiary or another Person, of the Person which
      ultimately controls such first-mentioned Person and which
      has issued and outstanding such capital stock, equity
      securities or equity interests.
      
      2.     Section 11(n) of the Agreement is hereby amended in
its entirety to read as follows:

      (n)    Anything in this Agreement to the contrary
      notwithstanding, in the event that the Company shall at
      any time after the Amendment Date and prior to the
      Distribution Date (i) declare a dividend on the
      outstanding shares of Common Stock payable in shares of
      Common Stock, (ii) subdivide the outstanding Common Stock,
      (iii) combine the outstanding Common Stock into a smaller
      number of shares or (iv) issue any shares of its capital
      stock in a reclassification of the outstanding Common
      Stock, the number of Rights associated with each share of
      Common stock then outstanding, or issued or delivered
      thereafter but prior to the Distribution Date, shall be
      proportionately adjusted so that the number of Rights
      thereafter associated with each share of Common Stock
      following any such event shall equal the result obtained
      by multiplying the number of Rights associated with each
      share of Common Stock immediately prior to such event (or,
      in the event that any adjustment is made in connection
      with such event by reason of Section 11(i), after such
      adjustment) by a fraction the numerator of which shall be
      the total number of shares of Common Stock outstanding
      immediately prior to the occurrence of the event and the

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      denominator of which shall be the total number of shares
      of Common Stock outstanding immediately following the
      occurrence of such event.
      
3.    The first full paragraph of the text of Exhibit A is
      hereby amended in its entirety to read as follows:
      
             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
             Second Amended and Restated Rights Agreement,
             dated as of November 21, 1995 (the "Rights
             Agreement"), between Sundstrand Corporation, a
             Delaware corporation (the "Company"), and
             Harris Trust and Savings Bank, 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. (Chicago time) on May 11, 2006, at the
             principal office of the Rights Agent in
             __________, one fully paid, non-assessable
             share of the Common Stock, $.50 par value (the
             "Common Stock"), of the Company, at a purchase
             price of $200 per share (the "Purchase
             Price"), upon presentation and surrender of
             this Rights Certificate with the appropriate
             Form of Election to Purchase duly executed. 
             The number of Rights evidenced by this Rights
             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
             November 21, 1995 based on the Common Stock of
             the Company as constituted at such date.
             
4.    Notwithstanding anything to the contrary contained herein,
      this First Amendment shall be effective prior to the two-
      for-one stock split in the form of a 100% stock
      distribution on the issued shares of Common Stock of the
      Company as declared by the Company's Board of Directors on
      February 20, 1996, such that any adjustments contemplated
      under terms of the Agreement as amended by this First
      Amendment to reflect a stock split shall be made to
      reflect the said stock split declared by the Company's
      Board of Directors on February 20, 1996.

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      IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested as of the day and year
first above written.


Attest:                             SUNDSTRAND CORPORATION



By: /s/ William R. Coole            By: /s/ Richard M. Schilling
    _________________________           __________________________
    William R. Coole                    Richard M. Schilling
    Associate General Counsel           Vice President and General
    and Assistant Secretary             Counsel and Secretary



Attest:                             HARRIS TRUST AND SAVINGS BANK


By: /s/ Edward A. Gurgul            By: /s/ Wendy Ryter Gimbel
    ________________________            _________________________
    Name: Edward A. Gurgul              Name: W. A. Ryter
    Title: Trust Officer                Title: Trust Officer