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                                                                   Exhibit 10.31

                              



                              ARGO-TECH CORPORATION

                       1997 STOCK APPRECIATION RIGHTS PLAN
                       -----------------------------------


         1. Pursuant to authority delegated by the full Board of Directors of
Argo-Tech Corporation ("Argo-Tech"), the Compensation and Benefits Committee
(the "Committee") of the Directors of Argo-Tech shall, upon such terms and
conditions consistent herewith as they may determine, authorize the granting to
full-time employees of Argo-Tech and its subsidiaries (employees receiving such
grants being called the "Grantees") of "Stock Appreciation Rights." A "Stock
Appreciation Right" is the right to receive pursuant hereto and in accordance
with a stock appreciation rights agreement in the form prescribed by the
Committee from time to time (the "SAR Agreement"), an amount, in cash (less
appropriate withholdings), equal to the increase, if any, in the value,
determined in accordance with Section 7 below, of one share of AT Holdings
Corporation ("Holdings") Class A Common Stock from a date (the "Initial Date")
specified by the Committee and set forth in each SAR Agreement (which Initial
Date shall not be earlier than May 17, 1994) to the date of exercise of the
Stock Appreciation Right pursuant to the SAR Agreement.

         2. The total number of Stock Appreciation Rights which may be granted
pursuant to this 1997 Stock Appreciation Rights Plan shall not exceed
Thirty-Four Thousand, Four Hundred Fifty (34,450) except to the extent of
adjustments authorized pursuant to Section 7.

         3. The number of Stock Appreciation Rights to be granted to a Grantee
pursuant to an SAR Agreement may be fixed by the Committee in its sole
discretion. Successive grants of 


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Stock Appreciation Rights may be made to the same person whether or not the
Stock Appreciation Rights first granted to such person remain unexercised.

         4. No Stock Appreciation Right shall be transferable by a Grantee other
than by will or the laws of descent and distribution. Stock Appreciation Rights
shall be exercisable during the Grantee's lifetime only by the Grantee.

         5. No Stock Appreciation Right shall be exercised after January 2,
2005.
         
         6. Although Argo-Tech may, in its discretion, make such provision as it
deems advisable for funding the ultimate payment of Stock Appreciation Rights
granted hereunder, no assets of Argo-Tech or its subsidiaries shall be required
to be segregated for that purpose or held in trust for the benefit of Grantees,
it being the intention of this Plan that all Stock Appreciation Rights shall
constitute at all times general unsecured contractual obligations of Argo-Tech.

         7. (a) For the purposes of this 1997 Stock Appreciation Rights Plan the
value of each share of AT Holdings Corporation Class A Common Stock (the
"Shares") shall be determined as follows:
  
               (i)  if there exists no public market for the Shares or any other
                    securities of Holdings or Argo-Tech that may have been
                    substituted for the Shares pursuant to Section 7 (b) herein,
                    the value per share shall be the fair market value of such
                    Shares as most recently determined pursuant to the Argo-Tech
                    Corporation Employee Stock Ownership Plan and Trust; for
                    this purpose, at May 17, 1994, such value was $40.00 per
                    share; or

               (ii) if there exists a public market for the Shares, their fair
                    market value shall be the closing price per share of AT
                    Holdings Corporation Class A Common Stock on the New York
                    Stock Exchange, as reported on the Composite Tape (or other


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                    national securities exchange if Holdings Class A Common
                    Stock is not then traded on the New York Stock Exchange),
                    for the day of valuation (or if there is no trading of the
                    Class A Common Stock on that date, then the last preceding
                    date on which there was trading), or if the AT Holdings
                    Corporation Class A Common Stock is not then listed on a
                    national exchange, then the average of the per share closing
                    bid and asked prices in the over-the-counter market as
                    reported by the National Association of Securities Dealers
                    Automated Quotation System ("NASDAQ") or, if not so reported
                    by NASDAQ, as reported by the National Quotation Bureau,
                    Inc. or any successor organization. 



         (b) The Argo-Tech Board of Directors shall make or provide for such
adjustments in the number of Stock Appreciation Rights granted under this 1997
Stock Appreciation Rights Plan, or in the securities of Holdings on which such
rights shall be based, as such Board of Directors, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of the rights of Grantees that would otherwise result from (i)
any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of AT Holdings Corporation, (ii) any
merger, consolidation, separation, reorganization, partial or complete
liquidation or issuance of rights or warrants to purchase stock of AT Holdings
Corporation, or (iii) any other corporate transaction or event having an effect
similar to any of the foregoing. The Argo-Tech Board of Directors may also make
or provide for such adjustments in the number of Stock Appreciation Rights
specified in Paragraph 2 of this Plan as such Board in its sole discretion,
exercised in good faith, may determine is appropriate to reflect any transaction
or event described in this Paragraph.




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         8. The number of Stock Appreciation Rights, the Initial Date from which
the relevant increase in value is to be determined, and other terms and
conditions of the Stock Appreciation Rights granted pursuant hereto shall be set
forth in an SAR Agreement. The form of each SAR Agreement shall be prescribed by
the Committee and any SAR Agreement evidencing an outstanding Stock Appreciation
Right may, with the concurrence of the affected Grantee be amended, provided
that the terms and conditions of each such SAR Agreement and amendment are not
inconsistent with this 1997 Stock Appreciation Rights Plan.

         9. Pursuant to authority granted by the Argo-Tech Board of Directors,
the Committee shall administer this 1997 Stock Appreciation Rights Plan. Each
interpretation or construction by the Committee or the Board of any provision of
this Plan or an SAR Agreement shall be final and conclusive. No member of the
Board or the Committee shall have any liability for any such interpretation,
construction or determination made in good faith.





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                              ARGO-TECH CORPORATION

                       STOCK APPRECIATION RIGHTS AGREEMENT
                       -----------------------------------


         THIS STOCK APPRECIATION RIGHTS AGREEMENT evidences that
_________________________ ("Grantee") who is _________________________ of
Argo-Tech Corporation ("Argo-Tech"), has been granted as of the ______ day of
____________________, _________________________ (_______) "Stock Appreciation
Rights" pursuant to the Argo-Tech 1997 Stock Appreciation Rights Plan (the
"Plan"). As used herein and in the Plan a "Stock Appreciation Right" is the
right to receive, pursuant hereto and in accordance with the Plan, an amount, in
cash (less appropriate withholdings), equal to the increase, if any, in the
value, determined in accordance with the Plan, of one share of AT Holdings
Corporation ("Holdings") Class A Common Stock from a date (the "Initial Date")
specified by the Compensation and Benefits Committee (the "Committee") of the
Argo-Tech Board of Directors (the "Board") to the date of exercise of the Stock
Appreciation Right in accordance with this Agreement (the "Exercise Date"). This
Stock Appreciation Rights Agreement and the terms and conditions on which the
Stock Appreciation Rights granted hereunder have been granted, as hereinafter
set forth, have been approved in resolutions adopted by the Board.

         1. For the purpose of this Agreement, the Initial Date specified by the
Committee is May 17, 1994; the value of one share of AT Holdings Corporation
Class A Common Stock on such Initial Date, determined in accordance with the
Plan, was Forty Dollars ($40.00)

         2. The Stock Appreciation Rights granted hereunder (until termination
as hereinafter provided) shall be exercisable, except as provided otherwise in
Paragraphs 3 and 4 hereof, only to the extent of one-fourth of the number of
Stock Appreciation Rights covered hereby after the 

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Grantee shall have been in the continuous employ of Argo-Tech or one of its
subsidiaries for one full year after the date first set forth hereinabove and to
the extent of an additional one-fourth of such Stock Appreciation Rights after
each of the next three successive years thereafter during which the Grantee
shall have been in the continuous employ of Argo-Tech or one of its
subsidiaries. For the purposes of this paragraph, leaves of absence approved by
the Board of Directors of Argo-Tech for illness, military or governmental
service, or other cause, shall be considered as employment. To the extent
exercisable, the Stock Appreciation Rights granted hereby may be exercised in
whole or in part from time-to-time.

         3. If Holdings Class A Common Stock (i) shall become registered under
the Securities Exchange Act of 1934 or (ii) shall become otherwise eligible for
trading on the New York Stock Exchange or other national exchange, or shall be
quoted in the over-the-counter market on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or through the National Quotation
Bureau, Inc. or any successor organization, then the Stock Appreciation Rights
granted hereby shall become immediately exercisable in full. Upon the signing of
any agreement for the merger or consolidation of Holdings with another
corporation or for the sale of all or substantially all of the assets of
Holdings or Argo-Tech to another corporation or upon adoption of any resolution
of reorganization or dissolution of Holdings by the stockholders, or upon the
occurrence of any other event or series of events, in the opinion of the Board,
will or is likely to, if consummated, result in a change in control of Holdings
or Argo-Tech, the Stock Appreciation Rights granted hereby shall become
immediately exercisable in full. In the event that any such merger,
consolidation, sale, reorganization, liquidation or other event or series of
events shall be abandoned, the Stock Appreciation Rights granted hereby shall be
exercisable thereafter only as provided otherwise in Paragraph 2, unless the
Board shall determine and notify the Grantee to the 

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contrary. Any exercise of the Stock Appreciation Rights granted hereby that may
have occurred prior to such determination shall be valid and effective in all
respects.

         In the event: (i) Grantee ceases to be an employee of Argo-Tech or an
Argo-Tech subsidiary by reason of an "Event I Termination" (as such term is
defined in that certain Vestar/AT Holdings Corporation Stockholders' Agreement
dated December 24, 1990 (the "Original Stockholders' Agreement"); (ii)
"Tag-Along Rights" become effective pursuant to Section 9.06 of that certain AT
Holdings Stockholders' Agreement dated May 17, 1994, as amended (the "Current
Stockholders Agreement"); or (iii) "Drag-Along" rights are exercised pursuant to
Section 9.07 of the Current Stockholders' Agreement, the Stock Appreciation
Rights granted hereby shall become immediately exercisable in full.

         4. The Stock Appreciation Rights granted hereby shall terminate on the
earliest of the following dates:

                  (A) Thirty (30) days after the date on which the Grantee
         ceases to be an employee of Argo-Tech or an Argo-Tech subsidiary by
         reason of an "Event II Termination" or an "Event III Termination" (as
         such terms are defined in subsection 6.02(a) of the Original
         Stockholders' Agreement);

                  (B) Ninety (90) days after the date on which the Grantee
         ceases to be an employee of Argo-Tech or an Argo-Tech subsidiary by
         reason of an "Event I Termination" (as such term is defined in
         subsection 6.02(a) of the Original Stockholders' Agreement); or

                  (C) January 2, 2005.

Nothing contained in this Option shall limit whatever right Argo-Tech or an
Argo-Tech subsidiary might otherwise have to terminate the employment of a
Grantee.



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         5. The Grantee may exercise the Stock Appreciation Rights granted
hereby in whole or in part to the extent such Stock Appreciation Rights are
exercisable by delivering to Argo-Tech a notice in writing indicating such
Grantee's intent to exercise the Stock Appreciation Rights, stating the number
of such Stock Appreciation Rights being exercised. The Exercise Date shall be
the date of Argo-Tech's receipt of such notice. Within thirty (30) days after
the Exercise Date, Argo-Tech shall pay Grantee an amount, in cash (less all
appropriate withholdings) equal to the increase, if any, in the value,
determined in accordance with the Plan, of one share of Holdings Class A Common
Stock from the Initial Date to the Exercise Date multiplied by the number of
Stock Appreciation Rights being exercised.

         6. The Stock Appreciation Rights granted hereunder are not transferable
by the Grantee otherwise than by will or the laws of descent and distribution,
and are exercisable, during the lifetime of the Grantee, only by the Grantee, or
the legal representative of the Grantee.

         7. The Stock Appreciation Rights granted hereby shall not be
exercisable if such exercise would involve a violation of any applicable federal
or state securities law.

         8. The Board shall make or provide for such adjustments in the number
of Stock Appreciation Rights granted hereunder as the Board, in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of the Grantee hereunder that
otherwise would result from (a) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of Holdings,
(b) any merger, consolidation, separation, reorganization, partial or complete
liquidation or issuance of rights or warrants to purchase stock of Holdings, or
(c) any other corporate transaction or event having an effect similar to any of
the foregoing.
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         9. The term "Subsidiary" as used in this Stock Appreciation Rights
Agreement means any corporation (other than AT Holdings Corporation) in an
unbroken chain of corporations beginning with AT Holdings Corporation if each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain. For
purposes of this Stock Appreciation Rights Agreement, the continuous employ of
the Grantee with Argo-Tech shall not be deemed interrupted, and the Grantee
shall not be deemed to have ceased to be an employee of Argo-Tech, by reason of
the transfer of his employment among Argo-Tech and its Subsidiaries.

         10. The Grantee shall not be entitled, on the basis of this Agreement
or the Stock Appreciation Rights granted hereby, to any rights as a shareholder
of Holdings or Argo-Tech, including, without limitation, ownership, the right to
vote or to receive dividends.

         11. This Stock Appreciation Rights Agreement may be amended by a
writing executed on behalf of each of Argo-Tech and the Grantee.

         EXECUTED at __________________, _____ this _______ day of __________,
_____.


                                         ARGO-TECH CORPORATION


                                         By:__________________________________

                                         Title:




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