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                                                                 EXHIBIT 10(GG)


                                 FIRST AMENDMENT
                               TO THE ROHR, INC.,
                            1995 STOCK INCENTIVE PLAN

         Pursuant to the provisions of Section 9, the 1995 Stock Incentive Plan
is hereby amended as follows:

1.       Paragraph 8 is hereby amended to read in full as follows:

         (a)      A heading "(a)" is placed in front of the existing language of
paragraph 8.

         (b)      A new subparagraph is hereby added:

                  "(b)     If there is a Change in Control of the Company which
         occurs due to the provisions of subparagraph 10(B) below, then: (i) in
         the case of the beneficial ownership of 40 percent or more of the
         Company's shares (as ownership is defined and provided for in such
         subparagraph 10(B)), then (A) the restrictions on the restricted stock
         of all Plan participants (whether or not they are then active
         Employees) shall be lifted forthwith and (B) all shares granted
         pursuant to stock options which are not then exercisable under the
         terms of the applicable option agreements shall become immediately
         exercisable in full at any time for the remainder of their term; and
         (ii) in the case of the beneficial ownership of 20 percent or more of
         the Company's shares (as ownership is defined and provided for in such
         subparagraphs 10(B)), then (A) the restrictions on the restricted stock
         of any Participant whose employment is terminated within two years
         after the Change in Control (except for a Voluntary Termination or a
         Termination for Cause, as defined in any applicable stock option or
         restricted stock agreement entered pursuant to the Plan) shall be
         lifted forthwith and (B)~jL shares granted pursuant to stock options of
         such terminated Employee which are not then exercisable under the terms
         of the applicable option agreements shall become immediately
         exercisable in full at any time for the remainder of their term;
         provided, however, in connection with said Change in Control, said
         participant will not have obtained in the case of either (i) or (ii)
         above, except proportionately as a shareholder, a participatory
         interest in the ownership of the surviving corporation (in the case of
         a merger or consolidation), in the ownership of the entity beneficially
         owning the requisite percentage of company stock (in the case of an
         entity owning 20 percent of Rohr), in the receipt of assets of earning
         power (in the case of a transfer of 50 percent or more of the assets or
         earning power), or in the loans, advances, guarantees, pledges or other
         financial assistance or tax credits."

                  (2)      a reduction within twenty-four (24) months after the
         occurrence of a Change in Control in the Plan participant's base salary
         as in effect on the date of the Change in Control, or the Company's
         failure to increase the Plan Participant's base salary after a Change
         in Control at a rate which is substantially similar to the average
         increase in base salary effected during the preceding twelve (12)
         months for those executives of the Company who are in the same
         compensation category as the Plan participant, that is, on the officer
         payroll or the executive payroll, as the case may be;


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                  (3)      any failure by the Company to continue in effect any
         benefit plan or arrangement or any material fringe benefit in which the
         Plan participant was participating immediately prior to a Change in
         Control, or to substitute and continue other plans providing the Plan
         participant with substantially similar benefits, or any action by the
         Company that would adversely affect the Plan participant's
         participation in or materially reduce the Plan participant's benefits
         under any such benefit plan or arrangement or deprive the Plan
         participant of any material fringe benefit enjoyed by the Plan
         participant at the time of the Change in Control;

                  (4)      any failure by the Company to continue in effect any
         incentive plan or arrangement, such as but not limited to the
         Management Incentive Plan (Restated 1982), as amended, in which the
         Plan participant is participating at the time of a Change in Control,
         or to substitute and continue other plans or arrangements providing the
         Plan participant with substantially similar benefits, or the taking of
         any action by the Company that would adversely affect the Plan
         participant's participation in any such -incentive plan or reduce the
         Plan participant's benefits under any such incentive plan in an amount
         which is not substantially similar, on a percentage basis, to the
         average percentage reduction of benefits under any such incentive plan
         effected during the preceding twelve (12) months for all executives of
         the Company participating in any such incentive plan in the same
         compensation category as the Plan participant;

                  (5)      the Plan participant's relocation to any place other
         than the location at which the Plan participant performed the Plan
         participant's duties prior to a Change in Control; or

                  (6)      any material breach by the Company of any provision
         of this Agreement.


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