<PAGE>   1

                                    FORM 10-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


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


For the fiscal year ended December 31, 1997

Commission File No. 1-924


                             AEROQUIP-VICKERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Ohio                                               34-4288310
------------------------                                 ----------------
(State of Incorporation)                                 (I.R.S. Employer
                                                        Identification No.)

      3000 Strayer, Maumee, Ohio                            43537-0050
---------------------------------------                     ----------
(Address of principal executive office)                     (Zip Code)


Registrant's telephone number, including area code: (419) 867-2200
                                                    --------------

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


                                                Name of each exchange on
     Title of each class                            which registered
------------------------------                  ------------------------

Common Shares, $5.00 Par Value                  Frankfurt Stock Exchange
                                                Chicago Stock Exchange
                                                New York Stock Exchange
                                                Pacific Exchange, Inc.
                                                The Stock Exchange (London)

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.              Yes   X    No
                                       -----    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.      [X]

                             [Cover page continued]
<PAGE>   2
                                       2



The aggregate market value of the Common Shares held by non-affiliates of the
registrant as of February 17, 1998, was $1,607,596,327.50.

The number of Common Shares, $5 Par Value, outstanding as of February 17, 1998,
was 28,138,613.



                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the 1997 Annual Report to Security Holders are filed as Exhibit (13)
filed hereto and are incorporated by reference into Parts I, II and IV.

Portions of the proxy statement for the annual meeting of security holders to be
held on April 16, 1998, are incorporated by reference into Part III.










              This document, including exhibits, contains 98 pages.

                       The cover page consists of 2 pages.

                    The Exhibit Index is located at page 22.






                               [End of cover page]

<PAGE>   3
                                       3


                                     PART I
                                     ------

ITEM 1.  Business.
------- 

(a) Aeroquip-Vickers, Inc., formerly known as TRINOVA Corporation,
("Aeroquip-Vickers") is a world leader in the manufacture and distribution of
engineered components and systems, sold through its operating companies,
Aeroquip Corporation ("Aeroquip") and Vickers, Incorporated ("Vickers"), to the
industrial, automotive and aerospace markets.

In 1997, Aeroquip-Vickers paid a quarterly dividend of $.20 per share, or $.80
per share for the year. In January 1998, the Company's Board of Directors
approved a first-quarter 1998 dividend of $.22 per share.

During 1997, the Company's Board of Directors authorized a program to purchase
up to $100 million of the Company's outstanding common stock and, in 1997, the
Company purchased 496,100 shares at a cost of $21.6 million under this and a
prior Board of Directors authorization. At December 31, 1997, $80.7 million of
additional common stock may be purchased under the current authorization. The
Company may make further purchases during 1998, but is not committed to purchase
a specific number of shares.

In 1997, the Company established a Medium-Term Note program and subsequently
issued debt in the amount of $100 million with interest rates from 6.61% to
7.58% and with various maturities to 2012. During the first quarter of 1998, the
Company issued an additional $31 million with interest rates from 6.89% to 7.09%
with maturity in 2018. Under provisions of current shelf registration statements
for the Medium-Term Note program, $219 million remains available for issuance.

In June 1997, the Company called its 6% convertible subordinated debentures for
redemption. The debentures, which were due to mature on October 15, 2002, were
convertible into common shares of the Company at a conversion price of $52.50
per share. Prior to the July 1997 redemption date, debentures in the amount of
$3.7 million were converted into 70,950 shares of common stock. In December
1997, the Company called its 9.55% senior sinking fund debentures for redemption
on February 3, 1998. Proceeds from additional borrowings in 1998 under the
Medium-Term Note program were used to redeem the debentures. The pretax loss
from redemption of the debentures amounting to approximately $2.5 million was
recognized in the 1998 first quarter.

On February 20, 1997, Aeroquip-Vickers announced that it planned to exit its
interior automotive plastics business. In accordance with this strategy, the
Company's Aeroquip subsidiary sold or closed eight facilities during 1997 that
had combined sales of approximately $67 million in 1997 and $132 million in
1996. The Company recorded a special charge of $30 million in 1997 ($18.5
million net of tax) related to exiting this business. A significant portion of
this charge was related to exiting this business in Germany.

On March 12, 1997, Aeroquip-Vickers announced that its Vickers subsidiary and
Sturman Industries, of Woodland Park, Colorado, formed a joint venture company
to develop and produce integrated digital electrohydraulic systems for mobile
equipment applications.

<PAGE>   4
                                       4


In April 1997, Komatsu Ltd. and Vickers signed an agreement creating a global
alliance including the creation of a new joint-venture company, headquartered in
Tokyo.

In December 1997, Aeroquip Corporation signed a definitive agreement for the
purchase of the assets subject to certain liabilities of Aerotech South Africa
(Pty) Ltd. Aerotech's 1997 fiscal year sales were approximately $16.5 million.
The South African supplier of hose assemblies and fitting products will become
part of the Aeroquip Automotive Group.

In January 1998, Vickers signed a definitive agreement for the purchase of
Hydrokraft GmbH, an indirectly 100%-owned subsidiary of IWKA AG of Karlsruhe,
Germany. Hydrokraft manufactures high-pressure axial piston hydraulic pumps,
motors and transmissions for applications in stationary industrial equipment,
marine, mining, chemical processing, food processing and other markets.
Hydrokraft's 1997 sales were approximately $10 million.

(b) "Note 15 - Business Segments" on page 87 of Exhibit (13) filed hereunder is
incorporated herein by reference.

(c) A description of the business done and intended to be done by
Aeroquip-Vickers and its subsidiaries in each industry segment follows.

     (1)   INDUSTRIAL: Aeroquip manufactures and sells hose and hose assemblies;
hose fittings and adapters; tube fittings and adapters; couplings;
refrigeration/air conditioning connectors; and molded, extruded and co-extruded
plastic products.

           Vickers manufactures and sells hydraulic, electrohydraulic, pneumatic
and electronic control devices; piston, vane and gear pumps and motors; open
architecture machine controls; hydraulic and pneumatic cylinders; hydraulic
power packages; electric motors and drives; hydraulic and lubrication
filtration; and fluid-evaluation products and services.

           Principal markets for these products include construction, mining,
logging and farm equipment; machine tool; process industries; electrical
machinery; air conditioning/refrigeration; appliances and communications
equipment; electronics; lift truck; material handling; plant maintenance; and
housing and commercial construction. Sales are dispersed geographically across a
broad customer base. Products are sold directly to original equipment
manufacturers ("OEMs") and through a worldwide network of distributors serving
aftermarket and small- and medium-sized OEM customers.

           The industrial business is highly competitive in terms of price,
quality and service. Aeroquip has significant market position worldwide for
industrial hose, fittings, couplings and adapters. Vickers has significant
market position worldwide for hydraulic and electrohydraulic controls; piston
and vane pumps and motors; hydraulic power packages; and electronic controls,
drives and motors. Aeroquip-Vickers serves many customers in the highly diverse
and fragmented industrial markets. Due to the diversity of Aeroquip-Vickers'
products, there are a large number of competitors scattered across a wide
variety of market segments, with no single competitor competing in each of
Aeroquip-Vickers' product lines.

<PAGE>   5
                                       5


           The order backlog for the industrial business was $232.7 million as
of December 31, 1997, compared to $184.9 million as of December 31, 1996.
Substantially all of the December 31, 1997, backlog is expected to be filled in
1998.

           (2) AUTOMOTIVE: Aeroquip manufactures and sells air conditioning,
power steering, and oil and transmission cooler hose and hose assemblies;
bodyside moldings; decorative bumper strips; spoilers; rocker panel claddings;
and engine components.

           The automotive operations of Aeroquip serve worldwide automobile,
light truck, sport utility and van manufacturers. Products are primarily sold
directly to manufacturers. Approximately 62% of worldwide sales of
Aeroquip-Vickers' automotive business are made to three major U.S. and one major
European automobile manufacturers.

           The automotive industry is highly competitive in terms of price,
quality and service. Aeroquip is a preferred supplier to the major U.S. and
European automobile manufacturers. Competition for products in the automotive
industry is very fragmented.

           (3) AEROSPACE: Aeroquip manufactures and sells hose, fittings,
couplings, swivels, V-band couplings, fuel-handling products, high-pressure tube
fittings, clamps and noise-reduction products.

           Vickers manufactures and sells fixed- and variable-displacement
pumps; fuel pumps; hydraulic motors and motor packages; electric motorpumps and
generator packages; valves and valve packages; electrohydraulic and
electromechanical actuators; sensors and monitoring devices; and electronic
controllers.

           The aerospace operations of Aeroquip and Vickers serve worldwide
commercial aerospace and defense markets including commercial aircraft, air
defense, cargo handling, combat and support vehicles, commuter aircraft,
engines, marine, military aircraft, military weaponry, missiles and naval
machinery. Products are sold directly to OEM businesses, commercial airlines and
the government and through a distributor network. Approximately 18% of
Aeroquip-Vickers' aerospace business sales are made to a major U.S. airframe
manufacturer.

           The aerospace business is highly competitive in terms of price,
quality and service. Aeroquip has significant market position worldwide for
aerospace hose, fittings and quick-disconnect couplings. Vickers has significant
market position worldwide for aerospace fixed- and variable-displacement
hydraulic pumps, hydraulic motors and motor packages, and aerospace sensors and
monitoring devices.

           Aeroquip-Vickers serves a large number of customers in the aerospace
and defense markets. Due to the diversity of Aeroquip-Vickers' products, there
are a large number of competitors scattered across a wide variety of market
segments, with no single competitor competing in each of Aeroquip-Vickers'
product lines.

           The order backlog for the aerospace business was $379.2 million as of
December 31, 1997, compared to $341 million as of December 31, 1996.
Approximately 8% of the December 31, 1997, backlog is not expected to be
<PAGE>   6
                                       6


filled in 1998 because certain contracts require deliveries after 1998.
Approximately 31% of the December 31, 1997, backlog represents direct government
contracts or subcontracts on government programs, which are subject to
termination for convenience by the U.S. Government.

           (4) OTHER INFORMATION: Aeroquip-Vickers and its subsidiaries are
generally not dependent upon any one source for raw materials or purchased
components essential to their businesses, and it is anticipated that such raw
materials and components will be available in adequate quantities to meet
anticipated production schedules.

            Patents owned by Aeroquip-Vickers are considered important to the
conduct of its present businesses. Aeroquip-Vickers is licensed under a number
of patents, no one of which, individually, is considered material to its
businesses. Aeroquip-Vickers is the owner of a number of U.S. and non-U.S.
trademark registrations.

           Aeroquip-Vickers devotes engineering, research and development
efforts to new products and improvement of existing products and production
processes. During 1997, 1996 and 1995, Aeroquip-Vickers spent a total of $72.2
million, $74.9 million and $63 million, respectively, on these efforts.

           Aeroquip-Vickers employed 14,780 persons at December 31, 1997.

(d) "Note 16 - Non-U.S. Operations" on page 89 of Exhibit (13) filed hereunder
is incorporated herein by reference. As assessed by Aeroquip-Vickers, the risk
attendant to non-U.S. operations, which is primarily in developed countries, is
not significantly greater than that attendant to its U.S. operations.


ITEM 2.  Properties.
------

         A description of Aeroquip-Vickers' principal properties follows. Except
as otherwise indicated, all properties are owned by Aeroquip-Vickers or its
subsidiaries.

         Aeroquip-Vickers' executive offices (leased) are located in Maumee,
Ohio.

INDUSTRIAL: Aeroquip Corporation has executive and administrative offices in
Maumee, Ohio (leased); technical centers in Ann Arbor, Michigan (leased) and
Maumee, Ohio (leased); and manufacturing facilities throughout the United States
and abroad, including plants in Mountain Home, Arkansas; Fitzgerald, Georgia;
New Haven, Indiana; Williamsport, Maryland; Forest City, Middlesex and Norwood,
North Carolina; Van Wert, Ohio; Gainesboro, Tennessee; Wausau, Wisconsin;
Guaratingueta, Brazil; Chambray-Les-Tours, France; Baden-Baden and Hann-Muenden,
Germany; Livorno, Italy; and Cardiff, United Kingdom. Aeroquip also owns or
leases warehouse, assembly and distribution facilities and sales offices in the
United States and abroad.

         Vickers, Incorporated has executive and administrative offices in
Maumee, Ohio (leased); a technical center in Rochester Hills (leased), Michigan;
and manufacturing facilities throughout the United States and abroad, including
plants in Decatur, Alabama; Searcy, Arkansas; Carol Stream and Petersburg
(leased), Illinois; Jackson, Michigan; Lebanon, Ohio; Omaha,
<PAGE>   7
                                       7


Nebraska; White City, Oregon; Greenwood, South Carolina; Memphis, Tennessee; Sao
Paulo, Brazil; Suzhou, China (leased); Mumbai and Pune, India; Casella and
Vignate (leased), Italy; and Bedford (leased), Havant and Telford (leased),
United Kingdom. Vickers also owns or leases warehouse, assembly and distribution
facilities and sales offices in the United States and abroad.

AUTOMOTIVE: Aeroquip has executive and administrative offices in Maumee, Ohio
(leased); technical and administrative offices in Mt. Clemens, Michigan
(leased); and manufacturing facilities throughout the United States and abroad,
including plants in Atlanta, Georgia; Clinton Township, Michigan (leased);
Mooresville, North Carolina; Fremont, Ohio; Livingston, Tennessee; Baden-Baden,
Germany; Alcala de Henares, Spain; and Brierley Hill, United Kingdom. Aeroquip
also owns or leases warehouse, assembly and distribution facilities and sales
offices in the United States and abroad.

AEROSPACE: Aeroquip Corporation has executive and administrative offices in
Maumee, Ohio (leased); and manufacturing facilities throughout the United States
and abroad, including plants in Toccoa, Georgia; Jackson, Michigan (leased);
Pau, France (leased); and Lakeside, United Kingdom (leased). Aeroquip also owns
or leases warehouse, assembly and distribution facilities and sales offices in
the United States and abroad.

         Vickers, Incorporated has executive and administrative offices in
Maumee, Ohio (leased); and manufacturing facilities throughout the United States
and abroad, including plants in Los Angeles, California; Grand Rapids, Michigan;
Jackson, Mississippi; Hi-Nella, New Jersey; Glenolden, Pennsylvania; and
Bedhampton, United Kingdom. Vickers also owns or leases warehouse, assembly and
distribution facilities and sales offices in the United States and abroad.


ITEM 3.  Legal Proceedings.
------

           As previously reported, on March 26, 1992, the United States
Environmental Protection Agency ("USEPA") issued an Administrative Order ("106
Order") under Section 106 of the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA") to Aeroquip-Vickers' subsidiary,
Aeroquip Corporation ("Aeroquip"), and five other Potentially Responsible
Parties ("PRPs") relative to the San Fernando Valley Burbank Operable Unit
("BOU"), involving groundwater contamination. (Reference is made to Part I, Item
3, of Aeroquip-Vickers' Annual Report on Form 10-K for the year ended December
31, 1994.) The 106 Order requires the six PRPs to design and construct a water
blending facility at a cost now estimated to be approximately $5.7 million.
Aeroquip-Vickers' portion of any such cost is estimated to be 18.33% based on a
cost-sharing agreement among the six PRPs which was executed by Aeroquip-Vickers
on July 6, 1992.

           Also related to the BOU, on May 15, 1994, USEPA issued to Lockheed
Corporation ("Lockheed"), Aeroquip and other PRPs a Special Notice of Liability
under CERCLA for the remaining 18 years of operation and maintenance (O&M) costs
associated with the blending facility, as well as a water treatment facility
constructed by Lockheed under its BOU Consent Decree with

<PAGE>   8
                                       8


USEPA. The Special Notice of Liability also covers USEPA's past response costs.
On April 26, 1994, Lockheed filed an action against Aeroquip and 105 other PRPs
seeking contribution toward costs Lockheed incurred to construct the water
treatment facility and related matters. In November 1995, a settlement agreement
was entered into among Lockheed and most of the members of a joint defense group
(the "Joint Defense Group"), including Aeroquip, which resolved this
contribution action. The settlement requires the payment of $16 million by the
Joint Defense Group. Aeroquip's portion of this amount is approximately
$104,000. This amount reflects a credit to Aeroquip for its prior expenditures
on the blending facility. The settlement is also intended to resolve Aeroquip's
potential liability for the interim remedy at the Glendale Superfund site (see
below), Aeroquip's potential liability for a toxic suit (known as the "Fournier"
matter) brought against Lockheed, and the claims by other Joint Defense Group
members against Aeroquip. USEPA and some of the Burbank PRPs are negotiating a
Second Consent Decree which will provide the settling parties with protection
against liability for certain matters related to the interim remedy now under
way. Under the proposed Second Consent Decree all work will be carried out by
the City of Burbank, and Lockheed will fund the Operation & Maintenance costs.
Aeroquip and five other PRPs will be responsible for any future design defects
in the blending facility and for possible other costs should USEPA decide to
reopen the Consent Decree based on changed circumstances or new information. The
Second Consent Decree has been executed by all parties including the United
States, and is awaiting lodging with the federal court.

           In December 1997, Aeroquip and over 50 other Burbank Operable Unit
PRPs were sued by over 2800 plaintiffs in eight law suits pending in California
state court. The plaintiffs allege that hazardous and toxic waste dumped in the
BOU leached into the groundwater and was released into the air causing bodily
injury and property damage to the plaintiffs who were, for the most part,
residents of the Burbank area. Aeroquip denies the allegations in the complaints
and intends to vigorously defend itself in the litigation.

           As previously reported, on November 13, 1992, the USEPA, Region IX,
issued a General Notice of Liability letter to Aeroquip-Vickers' subsidiary,
Sterer Engineering and Manufacturing Company, now known as the Sterer Division
of Vickers, Incorporated ("Vickers"). (Reference is made to Part I, Item 3, of
Aeroquip-Vickers' Annual Report on Form 10-K for the year ended December 31,
1994.) The letter notified Vickers of potential liability, as defined by Section
107(a) of CERCLA, that it may incur with respect to the San Fernando Valley
Glendale South Operable Unit, involving groundwater contamination. The USEPA
issued its Record of Decision ("ROD") on June 18, 1993. Twenty-seven PRPs (the
"PRP Group"), including Vickers, entered into an Administrative Order on Consent
with the USEPA on March 21, 1994, to conduct the Remedial Design ("RD") of the
interim remedy. The estimated cost of the RD is $4.7 million. Vickers' portion
of the RD costs is estimated to be 2.95%, based on an interim allocation
agreement among the PRPs.


<PAGE>   9
                                       9


           On November 26, 1996, the USEPA issued a Unilateral Administrative
Order under Section 106 of CERCLA to all PRPs, including Vickers, requiring the
PRPs to conduct the pre-construction phase of the interim remedy. On September
30, 1997 USEPA issued another administrative order directing the Glendale PRPs,
including Vickers, to carry out the interim remedial action work which includes
construction, operation and maintenance (over a twelve year period) of water
treatment facilities for the extraction and treatment of contaminated
groundwater. The PRP Group is implementing this Order. The PRP Group has entered
into an agreement to carry out an allocation of the costs for the Glendale
Operable Units interim remedy. The allocation process must accommodate two
separate allocations--first, the division of response costs for the Glendale
Operable Units between the Glendale PRPs and Lockheed Corporation on behalf of
all Burbank PRPs (see above) and, second, the internal division of response
costs among the intra Glendale PRPs. Allocation of costs between Lockheed and
other PRPs was determined by a technical arbitration panel and that decision has
been confirmed by a California court. Lockheed has appealed the Order, but is
participating in the funding of the interim remedy. In December 1997 a final
settlement agreement and mutual release was negotiated among the intra-Glendale
PRPs. The estimate for the cost of the interim remedy is a net present value of
$81 million. Vickers share is 1.04% of the total interim remedy work, assuming
the allocation between Lockheed and the PRP group remains unchanged from the
arbitration award. Vickers' allocated share of the interim remedy-related costs
is estimated to be in the range of $840,000 and $1.1 million.

           As previously reported, on July 31, 1992, the Maine Department of
Environmental Protection issued an Administrative Enforcement Order to
Aeroquip-Vickers and its wholly owned subsidiaries, Aeroquip Corporation
("Aeroquip") and Sterling Engineered Products Inc. ("Sterling"), as well as one
other party, Pioneer Plastics Corporation ("Pioneer Plastics"), (collectively
the "respondents"), pursuant to Title 38, section 1304(12) of the Maine Revised
Statutes. (Reference is made to Part I, Item 3, of Aeroquip-Vickers' Annual
Report on Form 10-K for the year ended December 31, 1994.) The Order, which was
issued without a prior hearing, required the respondents to conduct a complete
Phase II environmental assessment of alleged soil and groundwater contamination
at a manufacturing site in Auburn, Maine, which was formerly owned by Sterling
and is now owned by Pioneer Plastics. The Order further required the respondents
to remediate any environmental contamination identified in the Phase II
assessment. On May 5, 1993, a Compliance Order on Consent ("COC") was entered
into by the State of Maine, Sterling and Pioneer Plastics. The COC replaces and
revokes the Order issued July 31, 1992. The COC requires Sterling to conduct a
site investigation and to develop and implement a remedial work plan. Sterling
was merged into Aeroquip Corporation effective December 31, 1996. The cost to
Aeroquip to conduct the COC site investigation, develop the remedial work plan
and complete a feasibility study (the "Feasibility Study") is estimated to be
approximately $1,900,000. Aeroquip's remediation costs are undetermined at this
time because the Feasibility Study has not been completed.

<PAGE>   10
                                       10



         A Vickers motor pump, which is a component of the hydraulic systems
provided by Aerospatiale for Airbus Industries for use in the A330/340 aircraft,
was involved in two separate fires which occurred on aircraft during ground
maintenance and cargo unloading procedures. No personal injuries occurred, and
Aerospatiale and Airbus Industries indicate that interim steps have been taken
to prevent further incidents. A French court has appointed a panel of experts to
investigate and report on the cause of the fires, related technical issues and
damages. Vickers is participating in the hearings held by the panel. The report
of the panel will be of an advisory nature and is not legally binding, but would
serve as evidence of the facts in the event that claims are subsequently made on
the merits. No claims for recovery of damages have been made at this time.
Evidence was recently presented to the panel through which Airbus and
Aerospatiale allege that the property damage to the aircraft involved is in
excess of $45 million and that the cost of retrofitting other A330/340 aircraft
will be approximately $45 million. Any property damage claims which might
ultimately be brought against Vickers as a result of the fires would be covered
by Vickers' aviation insurance. Vickers denies responsibility for any damages
and will vigorously defend its position. The proceedings are very preliminary
and, accordingly, it is impossible for Vickers to assess its exposure at this
time. Vickers has been advised that it may take in excess of two years for the
panel to submit its report.

           Aeroquip-Vickers and certain subsidiaries are defendants in various
lawsuits. While the ultimate outcome of these lawsuits and the above matters
cannot now be predicted, management is of the opinion, based on the facts now
known to it, that the liability, if any, in these lawsuits (to the extent not
provided for by insurance or otherwise) and the above matters will not have a
material adverse effect upon Aeroquip-Vickers' consolidated financial position.


ITEM 4.  Submission of Matters to a Vote of Security Holders.
------

       None.


                     EXECUTIVE OFFICERS OF THE REGISTRANT
                     ------------------------------------

           The names, ages, positions and recent business experience of the
executive officers of Aeroquip-Vickers as of February 17, 1998, are listed
below. Officers of Aeroquip-Vickers are elected annually in April by the Board
of Directors at the organization meeting immediately following the annual
meeting of shareholders.

<TABLE>
<CAPTION>
     NAME AND POSITION              AGE            BUSINESS EXPERIENCE
----------------------------        ---     ----------------------------------

<S>                                 <C>     <C>                             
Darryl F. Allen,                    54      Chairman of the Board, President
  Chairman of the Board,                    and Chief Executive Officer of
  President and Chief                       Aeroquip-Vickers since 1991.
  Executive Officer
</TABLE>

<PAGE>   11
                                       11



<TABLE>
<S>                                 <C>     <C>                             
William R. Ammann,                  56      Vice President-Administration and
  Vice President-Administration             Treasurer of Aeroquip-Vickers since   
  and Treasurer                             1992.

James E. Kline,                     56      Vice President and General Counsel
  Vice President and                        of Aeroquip-Vickers since 1989.
  General Counsel

James M. Oathout,                   53      Corporate Secretary and Senior
  Corporate Secretary and                   Attorney of Aeroquip-Vickers since
  Senior Attorney                           March 1995.  Secretary and 
                                            Associate General Counsel of
                                            Aeroquip-Vickers from 1988 to
                                            March 1995.

Gregory R. Papp,                    51      Corporate Controller of Aeroquip-
  Corporate Controller                      Vickers since 1993. Vice President 
                                            and Controller of Aeroquip
                                            Corporation from July 1991 to 1993.

David M. Risley,                    53      Vice President - Finance and Chief
  Vice President - Finance                  Financial Officer of Aeroquip-
  and Chief Financial Officer               Vickers since 1992. Group Vice
                                            President - Administration and 
                                            Control of Aeroquip Corporation 
                                            from 1991 to 1992.

Howard M. Selland,                  54      Executive Vice President of
  Executive Vice President of               Aeroquip-Vickers and President of
  Aeroquip-Vickers and President            Aeroquip Corporation since 1989.
  Of Aeroquip Corporation

Philip G. Simonds,                  57      Vice President-Taxation of
  Vice President-Taxation                   Aeroquip-Vickers since 1983.

John H. Weber,                      42      Executive Vice President of
  Executive Vice President of               Aeroquip-Vickers and President of
  Aeroquip-Vickers and President            Vickers, Incorporated since
  of Vickers, Incorporated                  August 1996.  Executive Vice
                                            President of Vickers, Incorporated  
                                            from January 1996 to August 1996.   
                                            Group Vice President - Industrial   
                                            of Vickers, Incorporated from 1994  
                                            to August 1996. General Manager     
                                            Industrial Motors of General        
                                            Electric Company from 1992 to 1994. 
</TABLE>


There are no family relationships among the persons named above.







<PAGE>   12
                                       12


                                   PART II
                                   -------

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder
------   Matters.

           "Stock Exchanges," "Stock Ownership," "Dividend Information,"
"Quarterly Common Stock Information" and "Dividend Payments per Share of Common
Stock" on page 91 of Exhibit (13) filed hereunder are incorporated herein by
reference.


ITEM 6.  Selected Financial Data.
------
           "5-Year Summary of Selected Financial Data" on page 52 of Exhibit
(13) filed hereunder is incorporated herein by reference.


ITEM 7.  Management's Discussion and Analysis of Financial Condition
------   and Results of Operation.

           "Financial Review and Analysis of Operations" on pages 53-63 of
Exhibit (13) filed hereunder are incorporated herein by reference.


ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.
-------
           Not Applicable.


ITEM 8.  Financial Statements and Supplementary Data.
------
           "Quarterly Results of Operations (Unaudited)" of the registrant and
its subsidiaries on pages 64-65 and the consolidated financial statements of the
registrant and its subsidiaries on pages 66-90 of Exhibit (13) filed hereunder
are incorporated herein by reference.


ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
------   Financial Disclosure.

           None.


                                     PART III
                                     --------

ITEM 10.  Directors and Officers of the Registrant.
-------

           "Election of Directors" on pages 1-2 of the proxy statement for the
annual meeting to be held on April 16, 1998, are incorporated herein by
reference. Information regarding executive officers is set forth in Part I of
this report under the caption "Executive Officers of the Registrant."




<PAGE>   13
                                       13


ITEM 11.  Executive Compensation.
-------
           "Compensation of Directors" and "Executive Compensation" (excluding
material under the captions "Aeroquip-Vickers Stock Performance Graph" and
"Board Compensation Committee Report on Executive Compensation") on pages 3-4
and 5-9, respectively, of the proxy statement for the annual meeting to be held
on April 16, 1998, are incorporated herein by reference.


ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.
-------
           "Security Ownership" on page 4 of the proxy statement for the annual
meeting to be held on April 16, 1998, is incorporated herein by reference.


ITEM 13.  Certain Relationships and Related Transactions.
-------
           None.

                                     PART IV
                                     -------

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
-------

(a) The following documents are filed as a part of this report.

            (1) The following consolidated financial statements of
Aeroquip-Vickers and its subsidiaries, included on pages 66-90 of Exhibit (13)
filed hereunder are incorporated by reference in Item 8.

    Report of Ernst & Young LLP, Independent Auditors

    Statement of Income - Years ended December 31, 1997, 1996 and 1995

    Statement of Financial Position - December 31, 1997 and 1996

    Statement of Cash Flows - Years ended December 31, 1997, 1996 and 1995

    Statement of Shareholders' Equity - Years ended December 31, 1997, 1996
    and 1995

    Notes to Financial Statements - December 31, 1997

            (2) The following consolidated financial statement schedule of
Aeroquip-Vickers and its subsidiaries is filed under Item 14(d):

    SCHEDULE                                                           PAGE(S)
    --------                                                           -------

    Schedule II - Valuation and qualifying accounts                     19-21

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are either not required
under the related instructions or are inapplicable, and therefore have been
omitted.


<PAGE>   14
                                       14


           (3) The following exhibits are incorporated by reference hereunder,
and those exhibits marked with an asterisk (*) are management contracts or
compensatory plans or arrangements required to be filed as exhibits pursuant to
Item 14(c) of this report:

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER
 ------

<S>           <C>                                                      
  (3)-2       Amended Articles of Incorporation (amended April 17, 1997), filed as
              Exhibit (3) to Form 10-Q filed on May 8, 1997                       
                                                                                  
  (4)-1       Rights Agreement, dated January 26, 1989, between Aeroquip-Vickers, 
              Inc. (formerly TRINOVA Corporation) and First Chicago Trust Company 
              of New York filed as Exhibit (2) to Form 8-A filed on January 27,   
              1989, as amended by the First Amendment to Rights Agreement filed as
              Exhibit (5) to Form 8 filed on July 1, 1992                         
                                                                                  
  (4)-2       Indenture, dated as of May 1, 1996, between Aeroquip-Vickers, Inc.  
              and the First National Bank of Chicago (as successor in interest to 
              NBD Bank) filed as Exhibit 4.1 to Form S-3 filed on August 29, 1997 
                                                                                  
  (4)-3       First Supplemental Indenture, dated as of April 17, 1997, between   
              Aeroquip-Vickers, Inc. and the First National Bank of Chicago (as   
              successor in interest to NBD Bank) filed as Exhibit 4.2 to Form S-3 
              filed on August 29, 1997                                            
                                                                                  
  (4)-4       Form of 7.875% Debentures due June 1, 2026, filed as Exhibit (4)-1  
              to Form 8-K filed on June 3, 1996                                   
                                                                                  
  (4)-5       Form of Fixed Rate Notes, filed as Exhibit (4)-1(b) to Form 8-K     
              filed April 25, 1997                                                
                                                                                  
  (4)-6       Form of Floating Rate Notes, filed as Exhibit (4)-2(b) to Form 8-K  
              filed April 25, 1997                                                
                                                                                  
  (4)-7       Form of Fixed Rate Notes, filed as Exhibit (4)-1(a) to Form 8-K     
              filed on October 2, 1997                                            
                                                                                  
  (4)-8       Form of Floating Rate Notes, filed as Exhibit (4)-1(b) to Form 8-K  
              filed on October 2, 1997                                            
                                                                                  
  *(10)-4     Aeroquip-Vickers, Inc. 1994 Stock Incentive Plan, filed as Appendix 
              A to the proxy statement for the annual meeting held on April 21,   
              1994                                                                
                                                                                  
  *(10)-5     Aeroquip-Vickers 1989 Non-Employee Directors' Equity Plan, filed as 
              Exhibit (10)-12 to Form 10-K filed on March 18, 1994                
                                                                                  
  *(10)-6     Aeroquip-Vickers, Inc. Plan for Optional Deferment of Directors'    
              Fees (amended and restated effective April 1, 1995), filed as       
              Exhibit (10)-8 to Form 10-K filed March 20, 1995                    
                                                                                  
  *(10)-7     Aeroquip-Vickers, Inc. Directors' Retirement Plan (amended and      
              restated effective January 1, 1990), filed as Exhibit (10)-9 to Form
              10-K filed March 20, 1995                                           
</TABLE>
  


<PAGE>   15
                                       15
  

<TABLE>
<S>           <C>                                                      
  *(10)-8     Aeroquip-Vickers, Inc. Voluntary Deferred Compensation Plan           
              (effective April 1, 1995), filed as Exhibit (10)-11 to Form 10-K      
              filed March 20, 1995                                                  
                                                                                    
  *(10)-9     Aeroquip-Vickers, Inc. Supplemental Benefit Plan (amended and         
              restated effective January 1, 1995), filed as Exhibit (10)-10 to      
              Form 10-Q filed August 10, 1995                                       
                                                                                    
  *(10)-10    Aeroquip-Vickers, Inc. 1998 Stock Incentive Plan, filed as Appendix   
              A to the proxy statement for the annual meeting of shareholders to    
              be held on April 16, 1998 (this plan is subject to shareholder        
              approval)                                                             
                                                                                    
  *(10)-11    Aeroquip-Vickers, Inc. Non-Employee Directors' Stock Award Plan,      
              filed as Appendix B to the proxy statement for the annual meeting of  
              shareholders to be held on April 16, 1998 (this plan is subject to    
              shareholder approval)                                                 
                                                                                    
  (99)-1      Aeroquip-Vickers, Inc. Directors' Charitable Award Program, filed as  
              Exhibit (99(i))-2 to Form 10-K filed on March 18, 1994                
                                                                                    
  (99)-2      Credit Agreement, dated as of September 27, 1996, among               
              Aeroquip-Vickers, Inc. (formerly TRINOVA Corporation) (borrower) and  
              The Bank of Tokyo - Mitsubishi Trust Company; Citibank, N.A.;         
              Dresdner Bank AG, New York and Grand Cayman branches; The First       
              National Bank of Chicago; Morgan Guaranty Trust Company of New York;  
              The Chase Manhattan Bank; and Union Bank of Switzerland, Chicago      
              branch (banks); and Citibank, N.A. (administrative agent), filed as   
              Exhibit (99(i))-2 to Form 10-Q filed November 14, 1996                
  
          The following exhibits are filed hereunder:

   (3)-1      Amended Code of Regulations (amended April 21, 1988)

 *(10)-1      Aeroquip-Vickers, Inc. 1987 Stock Option Plan

 *(10)-2      Change in Control Agreement for Officers (the Agreements executed by
              the Company and various executive officers of the Company are        
              identical in all respects to the form of Agreement filed as Exhibit  
              (10)-2 except as to differences in the identity of the officers and  
              the dates of execution, and as to other variations directly          
              necessitated by said differences)                                    
              
 *(10)-3      Change in Control Agreement for Non-officers (the Agreements        
              executed by the Company and various non-officer employees of the    
              Company are identical in all respects to the form of Agreement filed
              as Exhibit (10)-3 except as to differences in the identity of the   
              employees and the dates of execution, and as to other variations    
              directly necessitated by said differences)                          
              
   (12)       Statement re:  Computation of Ratios

   (13)       Portions of the 1997 Annual Report to Security Holders (to the 
              extent incorporated by reference hereunder)
</TABLE>

<PAGE>   16
                                       16


   (21)              Subsidiaries of the Registrant

   (23)              Consent of Independent Auditors

   (24)              Powers of Attorney

   (27)              Financial Data Schedule

   (27)-1            Financial Data Schedule - 1997 Restated

   (27)-2            Financial Data Schedule - 1996 Restated

   (27)-3            Financial Data Schedule - 1995 Restated

(b) Aeroquip-Vickers did not file any reports on Form 8-K during the fourth
    quarter of 1997.

(c) The exhibits which are listed under Item 14(a)(3) are filed or incorporated
    by reference hereunder.

(d) The financial statement schedule which is listed under Item 14(a)(2) is
    filed hereunder.


<PAGE>   17
                                       17


                                   SIGNATURES


          Pursuant to the requirements of Section 13 or 15(d) 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.

AEROQUIP-VICKERS, INC. (Registrant)



By:  /S/ DARRYL F. ALLEN
     -------------------------------------
Darryl F. Allen
Director, Chairman of the Board,
President and Chief Executive Officer

Date:  March 19, 1998


          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



/S/ DARRYL F. ALLEN
------------------------------------------
Darryl F. Allen                 3/19/97
Director, Chairman of the       (Date)
Board, President and Chief
Executive Officer
(Principal Executive Officer)



/S/ DAVID M. RISLEY
------------------------------------------
David M. Risley                 3/19/97
Vice President - Finance        (Date)
and Chief Financial Officer
(Principal Financial Officer)



/S/ GREGORY R. PAPP
------------------------------------------
Gregory R. Papp                 3/19/97
Corporate Controller          
(Principal Accounting Officer)



PURDY CRAWFORD*
------------------------------------------
Purdy Crawford*                 3/19/97
Director                        (Date)




<PAGE>   18
                                       18




JOSEPH C. FARRELL*
------------------------------------------
Joseph C. Farrell*              3/19/97
Director                        (Date)



DAVID R. GOODE*
------------------------------------------
David R. Goode*                 3/19/97
Director                        (Date)



PAUL A. ORMOND*
------------------------------------------
Paul A. Ormond*                 3/19/97
Director                        (Date)



JOHN P. REILLY*
------------------------------------------
John P. Reilly*                 3/19/97
Director                        (Date)



WILLIAM R. TIMKEN, JR.*
------------------------------------------
William R. Timken, Jr.*         3/19/97
Director                        (Date)






*By James E. Kline, Attorney-in-fact


/S/ JAMES E. KLINE
------------------------------------------
James E. Kline                     3/19/97
Vice President and General Counsel  (Date)

<PAGE>   19
                                       19



                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                             AEROQUIP-VICKERS, INC.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
            COL. A                    COL. B                        COL. C                        COL. D               COL. E
------------------------------------------------------------------------------------------------------------------------------------
                                                                      ADDITIONS
                                        BALANCE AT             (1)                 (2)                                  BALANCE
   DESCRIPTION                          BEGINNING        CHARGED TO COSTS    CHARGED TO OTHER      DEDUCTIONS-         AT END OF
                                        OF PERIOD          AND EXPENSES      ACCOUNTS-DESCRIBE      DESCRIBE            PERIOD
------------------------------------------------------------------------------------------------------------------------------------
                                                         (In Thousands)
<S>                                       <C>               <C>                      <C>           <C>               <C>        
YEAR ENDED DECEMBER 31, 1997

  Deducted from asset accounts:
   Allowance for doubtful accounts        $    16,032       $     1,485              $     -       $ (2,816)-A       $    14,701

   Deferred tax valuation allowance            12,589            (1,767)                   -         (2,064)-B             6,816
                                                                                                     (1,942)-C
</TABLE>





Note A - Doubtful accounts charged off, net of recoveries
Note B - Effect of expiration of operating loss carryforward
Note C - Currency translation adjustments


<PAGE>   20
                                       20


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                             AEROQUIP-VICKERS, INC.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
            COL. A                    COL. B                        COL. C                        COL. D               COL. E
------------------------------------------------------------------------------------------------------------------------------------
                                                                      ADDITIONS
                                        BALANCE AT             (1)                 (2)                                  BALANCE
   DESCRIPTION                          BEGINNING        CHARGED TO COSTS    CHARGED TO OTHER      DEDUCTIONS-         AT END OF
                                        OF PERIOD          AND EXPENSES      ACCOUNTS-DESCRIBE      DESCRIBE            PERIOD
------------------------------------------------------------------------------------------------------------------------------------
                                                         (In Thousands)
<S>                                       <C>               <C>                      <C>           <C>               <C>        
YEAR ENDED DECEMBER 31, 1996

 Deducted from asset accounts:
  Allowance for doubtful accounts         $ 13,241          $  3,899                 $      -      $ (1,108)-A       $ 16,032
                                                                                                
  Deferred tax valuation allowance          15,953            (3,853)                       -           489 -B         12,589
</TABLE>



Note A - Doubtful accounts charged off, net of recoveries 
Note B - Currency translation adjustments

<PAGE>   21
                                       21


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                             AEROQUIP-VICKERS, INC.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
            COL. A                    COL. B                        COL. C                        COL. D               COL. E
------------------------------------------------------------------------------------------------------------------------------------
                                                                      ADDITIONS
                                        BALANCE AT             (1)                 (2)                                  BALANCE
   DESCRIPTION                          BEGINNING        CHARGED TO COSTS    CHARGED TO OTHER      DEDUCTIONS-         AT END OF
                                        OF PERIOD          AND EXPENSES      ACCOUNTS-DESCRIBE      DESCRIBE            PERIOD
------------------------------------------------------------------------------------------------------------------------------------
                                                         (In Thousands)
<S>                                       <C>               <C>                 <C>                <C>               <C>        
YEAR ENDED DECEMBER 31, 1995

 Deducted from asset accounts:
  Allowance for doubtful accounts         $ 15,179          $    518             $      -           $ (2,456)-A      $ 13,241

  Deferred tax valuation allowance          29,533           (16,142)                   -              2,562 -B        15,953
</TABLE>




Note A - Doubtful accounts charged off, net of recoveries 
Note B - Currency translation adjustments



<PAGE>   22
                                       22


                                EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT                                                                          PAGE(S)
-------                                                                          -------

<S>       <C>                                                                   <C>  
(3)-1     Amended Code of Regulations (amended April 21, 1988)                     25-30

(3)-2     Amended Articles of Incorporation (amended                            Incorporated
          January 26, 1989), filed as Exhibit (3) to                            by Reference
          Form 10-K filed on March 18, 1994

(4)-1     Rights Agreement, dated January 26, 1989, between                     Incorporated
          Aeroquip-Vickers, Inc. (formerly TRINOVA Corporation)                 by Reference
          and First Chicago Trust Company of New York filed as Exhibit
          (2) to Form 8-A filed on January 27, 1989, as amended by the
          First Amendment to Rights Agreement filed as Exhibit (5) to
          Form 8 filed on July 1, 1992

(4)-2     Indenture, dated as of May 1, 1996, between                           Incorporated
          Aeroquip-Vickers, Inc. and the First National                         by Reference
          Bank of Chicago (as successor in interest to NBD Bank) filed as
          Exhibit 4.1 to Form S-3 filed on August 29, 1997

(4)-3     First Supplemental Indenture, dated as of April 17,                   Incorporated
          1997, between Aeroquip-Vickers, Inc. and the First                    by Reference
          National Bank of Chicago (as successor in interest to NBD Bank)
          filed as Exhibit 4.2 to Form S-3 filed on August 29, 1997

(4)-4     Form of 7.875% Debentures due June 1, 2026, filed as                  Incorporated
          Exhibit (4)-1 to Form 8-K filed on June 3, 1996                       by Reference

(4)-5     Form of Fixed Rate Notes, filed as Exhibit (4)-1(b)                   Incorporated
          to Form 8-K filed April 25, 1997                                      by Reference

(4)-6     Form of Floating Rate Notes, filed as Exhibit                         Incorporated
          (4)-2(b) to Form 8-K filed April 25, 1997                             by Reference

(4)-7     Form of Fixed Rate Notes, filed as Exhibit (4)-1(a)                   Incorporated
          to Form 8-K filed on October 2, 1997                                  by Reference

(4)-8     Form of Floating Rate Notes, filed as Exhibit                         Incorporated
          (4)-1(b) to Form 8-K filed on October 2, 1997                         by Reference

(10)-1    Aeroquip-Vickers, Inc. 1987 Stock Option Plan                            31-34

(10)-2    Change in Control Agreement for Officers (the                            35-43
          Agreements executed by the Company and various
          executive officers of the Company are identical in all respects
          to the form of Agreement filed as Exhibit (10)-2 except as to
          differences in the identity of the officers and the dates of
          execution, and as to other variations directly necessitated by
          said differences)
</TABLE>

<PAGE>   23
                                       23




<TABLE>
<S>       <C>                                                                   <C>  

(10)-3    Change in Control Agreement for Non-officers                             44-50
          (the Agreements executed by the Company and various
          non-officer employees of the Company are identical in all
          respects to the form of Agreement filed as Exhibit (10)-3
          except as to differences in the identity of the employees and
          the dates of execution, and as to other variations directly
          necessitated by said differences)

(10)-4    Aeroquip-Vickers, Inc. 1994 Stock Incentive Plan,                     Incorporated
          filed as Appendix A to the proxy statement for the                    by Reference
          annual meeting held on April 21, 1994

(10)-5    Aeroquip-Vickers 1989 Non-Employee Directors'                         Incorporated
          Equity Plan, filed as Exhibit (10)-12 to Form 10-K                    by Reference
          filed on March 18, 1994

(10)-6    Aeroquip-Vickers, Inc. Plan for Optional Deferment                    Incorporated
          of Directors' Fees (amended and restated effective                    by Reference
          April 1, 1995), filed as Exhibit (10)-8 to Form 10-K filed
          March 20, 1995

(10)-7    Aeroquip-Vickers, Inc. Directors' Retirement Plan                     Incorporated
          (amended and restated effective January 1, 1990),                     by Reference
          filed as Exhibit (10)-9 to Form 10-K filed
          March 20, 1995

(10)-8    Aeroquip-Vickers, Inc. Voluntary Deferred                             Incorporated
          Compensation Plan (effective April 1, 1995), filed                    by Reference
          as Exhibit (10)-11 to Form 10-K filed March 20, 1995

(10)-9    Aeroquip-Vickers, Inc. Supplemental Benefit Plan                      Incorporated
          (amended and restated effective January 1, 1995),                     by Reference
          filed as Exhibit (10)-10 to Form 10-Q filed
          August 10, 1995

(10)-10   Aeroquip-Vickers, Inc. 1998 Stock Incentive Plan,                     Incorporated
          filed as Appendix A to the proxy statement for the                    by Reference
          annual meeting of shareholders to be held on
          April 16, 1998 (this plan is subject to shareholder
          approval)

(10)-11   Aeroquip-Vickers, Inc. Non-Employee Directors'                        Incorporated
          Stock Award Plan, filed as Appendix B to the proxy                    by Reference
          statement for the annual meeting of shareholders to
          be held on April 16, 1998 (this plan is subject to
          shareholder approval)

(12)      Statement re:  Computation of Ratios                                       51

(13)      Portions of the 1997 Annual Report to Security                            52-91
          Holders (to the extent incorporated by reference
          hereunder)
</TABLE>


<PAGE>   24
                                       24


<TABLE>
<S>              <C>                                                                             <C>
(21)             Subsidiaries of the Registrant                                                       92

(23)             Consent of Independent Auditors                                                      93

(24)             Power of Attorney                                                                    94

(27)             Financial Data Schedule                                                              95

(27)-1           Financial Data Schedule - 1997 Restated                                              96

(27)-2           Financial Data Schedule - 1996 Restated                                              97

(27)-3           Financial Data Schedule - 1995 Restated                                              98

(99)-1           Aeroquip-Vickers, Inc. Directors' Charitable                                    Incorporated
                 Award Program, filed as Exhibit (99(i))-2 to                                    by Reference
                 Form 10-K filed on March 18, 1994

(99)-2           Credit Agreement, dated as of September 27, 1996,                               Incorporated
                 among Aeroquip-Vickers, Inc. (formerly TRINOVA                                  by Reference
                 Corporation) (borrower) and The Bank of Tokyo - Mitsubishi
                 Trust Company; Citibank, N.A.; Dresdner Bank AG, New York and
                 Grand Cayman branches; The First National Bank of Chicago;
                 Morgan Guaranty Trust Company of New York; The Chase Manhattan
                 Bank; and Union Bank of Switzerland, Chicago branch (banks);
                 and Citibank, N.A. (administrative agent), filed as Exhibit
                 (99(i))-2 to Form 10-Q filed November 14, 1996
</TABLE>