EXHIBIT 99.2


                        THIRD AMENDMENT TO
                        TALLEY SAVINGS PLUS


          Effective January 1, 1984, the predecessor to TALLEY
MANUFACTURING AND TECHNOLOGY, INC. (the "Company") established
TALLEY SAVINGS PLUS (the "Plan").  The Plan was thereafter amended
and restated in its entirety on September 30, 1985.  It was subse-
quently amended on April 30, 1986 and July 7, 1986.  The Plan was
subsequently amended and restated in its entirety on February 27,
1987.  It was thereafter amended several times.  The Plan was most
recently amended and restated on December 16, 1994, and was there-
after amended on March 7, 1996, and December 17, 1996.  By this
instrument, the Company intends to amend the Plan's provisions
regarding the voting of Company Securities allocated to Partic-
ipant Accounts for which no timely voting instructions are re-
ceived and the voting of those shares of Company Securities which
are not allocated to Participant Accounts to reflect the position
of the Internal Revenue Service and the United States Department
of Labor requiring trustees to vote such shares in their discre-
tion.
          1.   This Amendment shall amend only those Sections set
forth herein and those Sections not amended hereby shall remain in
full force and effect.

          2.   Section 8.2 is hereby amended in its entirety to
read as follows:
          8.2. Voting of Company Securities.  The Trustee
     shall vote all Company Securities held as assets of the
     Trust Fund as provided in this Section 8.2.  Except as
     otherwise provided in this Section 8.2, Company Securi-
     ties held as assets of the Trust Fund and allocated to
     the Accounts of a Participant shall be voted by the
     Trustee in accordance with the directions of the Partic-
     ipant (or his Beneficiary, if a Participant has died).
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
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     Prior to each annual or special meeting of the share-
     holders of Talley Industries, Inc. at which matters are
     to be voted upon, the Administration Committee shall
     send or cause to be sent to all Participants proxy
     materials for such meeting, together with a form to be
     returned to the Administration Committee or its desig-
     nated agent instructing the Trustee to vote shares of
     Company Securities allocated to the Participant's Ac-
     counts in accordance with the Participant's wishes.  The
     voting direction form may be prepared and distributed in
     accordance with the regular proxy solicitation proce-
     dures of Talley Industries, Inc. and each such Partici-
     pant shall have the right to direct the Trustee how such
     full and fractional shares are to be voted by completion
     and execution of the voting direction form.  Upon re-
     ceipt of such instructions, the Administration Committee
     shall instruct the Trustee to vote or cause to be voted
     such full and fractional shares of Company Securities in
     accordance with each Participant's instructions.  If the
     Administration Committee or its designated agent does
     not receive timely instructions from a Participant prior
     to such meeting, the Company Securities allocated to
     such Participant's Accounts shall be voted by the
     Trustee in it discretion.  Company Securities which are
     not allocated to Participants' Accounts shall be voted
     by the Trustee in its discretion.  If the Administration
     Committee has designated an agent for purposes of this
     Section 8.2, the Administration Committee may remove 
     such agent and appoint a new such agent, or exercise its
     powers without the use of an agent, as it shall determine in
     its sole discretion.

          3.   This Amendment shall be effective as of January 1,
1997.
          Except as amended hereby, the Company ratifies and con-
firms the Plan as adopted on December 16, 1994 and as thereafter
amended.
          Dated:  March 20, 1997.

                              TALLEY MANUFACTURING AND
                                TECHNOLOGY, INC.



                              By:   Mark S. Dickerson                           
                                  -------------------------------
                                    Mark S. Dickerson


                              Its:  Vice President
                                  -------------------------------
                                    Vice President



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