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                                                                 EXHIBIT 10(FF)


                      1995 ROHR, INC. STOCK INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

         The purpose of this 1995 Stock Incentive Plan ("Plan") of Rohr, Inc., a
Delaware corporation (the "Company"), is to enable the Company and its
Subsidiaries to attract, retain and motivate their employees by providing for or
increasing the proprietary interests in the Company of such employees and
further align their interests with those of the Company's stockholders.

2.       PLAN AWARDS

         (a)      To carry out the purposes of the Plan, the Company and its
Subsidiaries will from time to time enter into various arrangements with persons
eligible to participate therein and confer various benefits upon them. The
following such arrangements or benefits are authorized under the Plan if their
terms and conditions are not inconsistent with the provisions of the Plan: Stock
Options, Forfeitable Stock, and Stock Bonuses. Such arrangements and benefits
pursuant to the Plan are generically sometimes herein referred to as "Awards."
The authorized categories of benefits for which Awards may be granted are
defined as follows:

                  Stock Options: A Stock Option is a right granted under the
Plan to purchase a specified number of shares of Common Stock at such exercise
price, at such times, and on such other terms and conditions as are specified in
the Award.

                  Forfeitable Stock: Forfeitable Stock is Common Stock sold
under the Plan at a discount of at least 50 percent from its Fair Market Value
or at its par value, but subject during specified periods of time to such
restrictions on its transferability and repurchase rights as are expressed in
the Award and as may constitute a substantial condition of forfeiture while in
effect.

                  Stock Bonuses: A Stock Bonus is the issuance or delivery of
unrestricted or restricted shares of Common Stock under the Plan as a bonus for
services rendered or to be rendered in the employ of the Company or Subsidiary.

         (b)      An Award may consist of one such arrangement or benefit or two
or more of them in tandem or in the alternative. Among other things, any such
Award may but need not also provide for the satisfaction of any applicable tax
withholding obligation by the retention of shares to which the grantee would
otherwise be entitled or by the grantee's delivery of previously owned shares or
other property.

         (c)      Common Shares may be issued pursuant to an Award for any
lawful consideration as determined by the Committee (as defined in Section 6
below), including, without limitation, services rendered by the recipient of
such Award.

         (d)      Subject to the provisions of this Plan, the Committee, in its
sole and absolute discretion, shall determine all of the terms and conditions of
each Award granted under this Plan, which terms and conditions may include,
among other things:


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                  (i)      a provision permitting the recipient of such Award,
including any recipient who is a director or officer of the Company, to pay the
purchase price of the Common Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:

                           (A)      the delivery of previously owned shares of
capital stock of the Company (including "pyramiding") or other property,
provided that the Company is not then prohibited from purchasing or acquiring
shares of its capital stock or such other property, or

                           (B)      a reduction in the amount of Common Shares
or other property otherwise issuable pursuant to such Award; and

                  (ii)     any provision required in order for such Award to
qualify as an Incentive Stock Option, provided that the recipient of such Award
is eligible under the Internal Revenue Code (the "Code") to receive an Incentive
Stock Option.

         (e)      Notwithstanding any other provision of this Plan:

                  (i)      no Employee shall be granted Incentive Stock Options
that are exercisable for the first time by any individual in any one calendar
year (under all plans of the Company and any Subsidiary) with respect to Common
Shares having a value at the time of grant in excess of $100,000;

                  (ii)     the Company may not change the exercise price of or
replace any Stock Option granted hereunder (other than any adjustment provided
in Section 3 below); and

                  (iii)    no Stock Option may be granted with an exercise price
less than 100% of the Fair Market Value of the underlying Common Stock on the
date the Committee approves such Stock Option.

         (f)      Notwithstanding any other provision of this Plan, no Employee
shall be granted Awards hereunder with respect to in excess of 400,000 shares of
Common Stock during any calendar year. This limitation is intended to satisfy
the requirements of Section 162(m) of the Code so that compensation attributable
to Awards hereunder qualify as performance-based compensation under Section
162(m) of the Code. The limitation under this subsection (f) shall be subject to
adjustment under Section 3 hereof, but only to the extent permitted under
Section 162(m) of the Code.

         (g)      No Employee shall be granted any Award hereunder to replace
any Award granted under any other Company stock incentive plan where the purpose
of such replacement is to reduce the per share exercise or purchase price of
such award.


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3.       STOCK SUBJECT TO PLAN

         (a)      The kind and maximum of shares of stock that may be sold or
issued under the Plan, whether upon exercise of Stock Options or in settlement
of other Awards, shall be 1,800,000 shares of Common Stock (subject to the
adjustments set forth hereinbelow). If the outstanding shares of stock of the
class then subject to the Plan are increased or decreased, or are changed into
or are exchanged for a different number or kind of shares or securities or other
forms of consideration, as a result of one or more reorganizations,
recapitalizations, restructurings, reclassifications, stock splits, reverse
stock splits, stock dividends or the like, appropriate adjustments shall be made
in the number and/or kind of shares or securities or other forms of
consideration which may thereafter be sold or issued under the Plan for which
Awards (including Incentive Stock Options) may thereafter be granted and for
which outstanding Awards previously granted under the Plan may thereafter be
exercised or settled; provided, however, that adjustments pursuant to this
Section 3 shall be limited to those that will not adversely affect the status of
outstanding Stock Options as Incentive Stock Options.

         (b)      The aggregate number of shares that may be issued and issuable
as Forfeitable Stock (including Forfeitable Stock issued as Stock Bonuses) under
this Plan shall not exceed 360,000 shares, subject to adjustments as provided
hereinabove.

         (c)      For purposes of this Section 3, the aggregate number of Common
Shares issued and issuable pursuant to all Awards granted under this Plan shall
at any time be deemed to be equal to the sum of the following:

                  (i)      the number of Common Shares that were issued prior to
such time pursuant to Awards granted under this Plan, other than Common Shares
that were subsequently reacquired by the Company for no more than the price at
which they were sold (plus any interest thereon) pursuant to the terms and
conditions of the Award, provided that Common Shares that were subject to a
Stock Option, if that Stock Option has subsequently expired, terminated or been
canceled without such shares having been sold or issued thereunder, shall not be
deemed sold or issued and shall again be considered as shares for which Awards
may be granted under the Plan; plus

                  (ii)     the number of Common Shares that were otherwise
issuable prior to such time pursuant to Awards granted under this Plan, but that
were withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus

                  (iii)    the maximum number of Common Shares issuable at or
after such time pursuant to Awards granted under this Plan prior to such time.

         (d)      The shares of the stock sold or issued under the Plan may be
obtained from the Company's authorized but unissued shares, from reacquired or
treasury shares, or from outstanding shares to be acquired in the market from
private sources.


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4.       PERSONS ELIGIBLE TO PARTICIPATE

         Any person, including any director of the Company, who is a regular
salaried employee of the Company or any of its Subsidiaries (a "Salaried
Employee" or an "Employee") shall be eligible to be considered for the grant of
Awards hereunder.

5.       PLAN EFFECTIVENESS AND DURATION

         The Plan shall become effective upon its adoption by the Company's
Board of Directors (the "Board"), and shall continue until terminated by the
Board, but no shares may be sold or issued hereunder until the Plan has been
approved by the holders of a majority of the outstanding shares of the Company's
Common Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders, other than shares awarded subject to the condition
subsequent that such approval is obtained. Incentive Stock Options may not be
granted under the Plan after July 25, 2005, although any such Incentive Stock
Option that was duly granted on or before July 25, 2005, may thereafter be
exercised in accordance with its terms.

6.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board or, in the discretion of
the Board, a committee appointed thereby (the "Committee"). Subject to the
provisions of the Plan, the Board, or the Committee, shall have full and final
authority in its discretion to select the Employees to whom Awards shall be
granted hereunder, to grant such Awards, to determine the terms and provisions
of such Awards and the number of shares to be sold or issued pursuant thereto,
and to adopt, amend, and rescind such rules and regulations as, in its opinion,
may be advisable in the administration of the Plan. The Committee may delegate
to Company officers or others its authority with respect to any Awards that may
be granted to Employees who are not then officers of the Company or subject to
Section 16 of the 1934 Act; provided, that the issuance of shares on exercise or
settlement of any Awards must be or have been authorized by the Board or the
Committee. The interpretation and construction by the Board or the Committee of
any term or provision of the Plan or of any Award granted thereunder shall be
final and binding upon all participants in the Plan.

7.       SECTION 16 PERSONS

         Notwithstanding any other provision herein, any Award granted hereunder
to an Employee who is then subject to Section 16 of the 1934 Act shall be
subject to the following limitations:

         (a)      The Committee exercising the authority described in Paragraph
6 with respect to that Award shall consist of two or more members of the Board
who are not Salaried Employees.

         (b)      The Award may provide for the issuance of shares of Common
Stock as a Stock Bonus for no consideration other than services rendered or to
be rendered.


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         (c)      No Award may be sold or otherwise transferred for at least six
months after it is acquired (except on death or disability or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code or
the Employee Retirement Income Security Act).

         (d)      Any Stock Option granted to such Employee pursuant to the Plan
shall not be transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
above, shall be exercisable during the Employee's lifetime only by the Employee
or by his or her guardian or legal representative, and may not be exercisable
for at least six months after it is granted (except on death or disability or
pursuant to a qualified domestic relations order as defined above).

8.       CHANGES IN CONTROL

         The Board, may, in its discretion, authorize any or all of the
following actions as a result of or in anticipation of any Change in Control of
the Company, and any Award may but need not expressly provide for such actions
upon the occurrence of a Change in Control: (1) the acceleration of unmatured
installments or vesting provisions under any outstanding Awards, (2) the lapsing
or expiration of restrictions or limitations under any outstanding Awards, and
(3) the settlement for cash of outstanding Awards or portions thereof.

9.       AMENDMENT AND TERMINATION

         The Board may alter, amend, suspend or terminate the Plan at any time
and in any manner subject to the following limitations: (a) no such action of
the Board, unless taken with the approval of the shareholders of the Company,
may (i) increase the maximum number of shares that may be made subject to sale
or issuance or may be sold or issued under the Plan, (ii) alter the class of
persons eligible to participate in the Plan, (iii) change the exercise price of
or replace any Stock Option granted hereunder or under any other Company stock
incentive plan where the purpose of such replacement is to reduce the per share
exercise or purchase price of such award (other than any adjustment provided in
Section 3), or (iv) grant a Stock Option with an exercise price less than 100
percent of the Fair Market Value of the underlying Common Stock on the date the
Committee approves such option; and (b) no such amendment or termination shall
deprive the recipient of any Award theretofore granted under this Plan, without
the consent of such recipient, of any of his or her rights thereunder or with
respect thereto.

         However, the Board may in its discretion determine, with respect to any
other amendments of the Plan, that such amendments shall only become effective
upon approval by the stockholders of the Company, if the Board determines that
such stockholder approval may be advisable, such as for the purpose of obtaining
or retaining any statutory or regulatory benefits under securities or tax or
other laws, or of satisfying any applicable stock exchange listing requirements.

10.      CERTAIN DEFINITIONS

         The authorized categories of benefits for which Awards may be granted
under this Plan


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are defined in Paragraph 2 above. In addition, the following terms used in this
Plan shall have the following meanings, subject to any amendments in accordance
with Paragraph 10 above:

         An "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates (as such terms are defined in Rule 12b-2 of the
General Rules and Regulations under the 1934 Act, as in effect on July 26, 1995)
of such Person, shall be the Beneficial Owner (as defined in Rule 13d-3 of the
General Rules and Regulations under the 1934 Act, as in effect on July 26, 1995)
of 15% or more of the Voting Shares of the Company then outstanding; provided,
however, that an Acquiring Person shall not include the Company, any
wholly-owned subsidiary of the Company and any employee benefit plan of the
Company or of a subsidiary of the Company or any Person holding Voting Shares of
the Company for or pursuant to the terms of any such plan. For purposes of this
paragraph, the percentage of the outstanding shares of Voting Shares of which a
Person is a Beneficial Owner shall be calculated in accordance with said Rule
13d-3.

         "Change in Control" shall mean: (A) an agreement shall have been
entered or a document signed providing for the merger, consolidation or
liquidation of the Company; (B) the beneficial ownership (the direct or indirect
beneficial ownership for purposes of Section 13(d) of the 1934 Act and
Regulations 13D-G thereunder, or any comparable or successor law or regulation)
of 40 percent or more of the Company's shares is acquired by any person or
associated or affiliated group of persons (as defined by Rule 12b-2 of the
General Rules and Regulations under the 1934 Act, as in effect on July 26,
1995); (C) an agreement shall have been entered into or a document signed
providing for the sale, mortgage, lease or other transfer in one or more
transactions (other than transactions in the ordinary course or business) of the
assets or earning power aggregating more than 50 percent of the assets or
earning power of the Company and its subsidiaries (taken as a whole) to any
Person or associated or affiliated group of Persons; or (D) any Acquiring Person
shall receive the benefit, directly or indirectly (except proportionately as a
shareholder or upon terms and conditions not less favorable to the Company than
the Company would be able to obtain in arm's length negotiations with an
unaffiliated party) of any loans, advances, guarantees, pledges or other
financial assistance, or any tax credits or other tax advantage provided by the
Company or its subsidiaries; or (E) Change in Control shall also mean, and a
Change of Control shall be deemed to have occurred, if at anytime, the Board of
Directors of the Company shall be composed of a majority of Directors which are
not Continuing Directors.

         "Common Stock" is the Company's common stock, $1 par value, as
constituted on July 26, 1995, and as thereafter adjusted as a result of any one
or more events requiring adjustment of outstanding Awards under Paragraph 3
above.

         "Continuing Director" shall mean a director if he or she was a member
of the Board of Directors as of July 26, 1995 and any successor of a Continuing
Director or director filling a newly created position on the Board of Directors
who is elected or nominated to succeed a Continuing Director or to fill such
newly created position by a majority of Continuing Directors then on the Board.


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         "Fair Market Value" of shares of stock shall be calculated on the basis
of the closing price of stock of that class on the day in question (or, if such
day is not a trading day in the U.S. securities markets, on the nearest
preceding trading day), as reported with respect to the principal market (or the
composite of the markets, if more than one) in which such shares are then
traded, or, if no such closing prices are reported, on the basis of the mean
between the high bid and low asked prices that day on the principal market or
national quotation system on which such shares are then quoted or, if not so
quoted, as furnished by a professional securities dealer making a market in such
shares selected by the Board or the Committee.

         An "Incentive Stock Option" is a Stock Option that qualifies as an
"incentive stock option" as defined under Section 422 (or any applicable
successor provisions) of the Internal Revenue Code and that includes an express
provision that it is intended to be an Incentive Stock Option.

         "Person" shall mean any individual, firm, partnership, corporation,
trust, estate, association, group (as such term is used in Rule 13d-5 under the
1934 Act) or other entity, and any two or more of the foregoing acting in
concert or pursuant to an agreement, arrangement, or understanding for the
purpose of acquiring, holding, voting or disposing of capital stock of the
Company, and shall include any successor (by merger or otherwise) of such
entity.

         A "Subsidiary" of the Company is any corporation, partnership or other
entity in which the Company directly or indirectly owns 50% or more of the total
combined power to cast votes in the election of directors, trustees, managing
partners or similar officials.

         The "1934 Act" means the Securities Exchange Act of 1934, as in effect
from time to time.

         "Voting Shares" shall mean (i) shares of the Company's $1 par value
common stock, and (ii) any other share of capital stock of the Company entitled
to vote generally in the election of directors or entitled to vote in respect of
any merger, consolidation, sale of all or substantially all of the Company's
assets, liquidation, dissolution or winding up. References to a percentage or
portion of the outstanding Voting Shares shall be deemed a reference to the
percentage or portion of the total votes entitled to be cast by the holders of
the outstanding Voting Shares.

         IN WITNESS WHEREOF, Rohr, Inc. has caused the Plan to be executed as of
the 2nd day of December, 1995, to be effective as of the Effective Date.

                                                  ROHR, INC.



                                                  By:   /s/ R. W. Madsen
                                                        -----------------
                                                         R. W. Madsen
                                                         Vice President, General
                                                         Counsel and Secretary


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