EXHIBIT 10.46
                        UNC INCORPORATED
             1996 STOCK OPTION PLAN FOR KEY EMPLOYEES


1.   Objectives of the Plan

     The Plan is intended to encourage ownership of Common Stock of UNC
Incorporated (the "Company") by key employees of the Company and its
subsidiaries, and to provide incentives for them to put forth maximum efforts
for the success of the Company.  By extending to key employees opportunities
to acquire proprietary interests in the Company, the Plan may be expected to
benefit the Company and its stockholders by making it possible for the Company
to attract and retain the best available talent and by affording key
management a significant interest in increasing the value of the Company's
shares.

2.   Stock Reserved for the Plan

     There will be reserved for issuance under the Plan upon the exercise of
Options, or of stock appreciation rights issued in respect of such Options,
or as awards of restricted stock, 250,000 shares of Common Stock, par value
$0.20 per share ("Common Stock"), of the Company, subject to adjustment as
provided in paragraph 12.  Such shares may be in whole or in part authorized
but unissued shares of Common Stock or issued shares of Common Stock which
shall have been reacquired by the Company ("Treasury Shares"), as the Board
of Directors of the Company (the "Board of Directors") shall from time to time
determine.  If any Option shall expire or terminate for any reason without
having been exercised in full, or shall be reduced as to the number of shares
covered thereby or repurchased by the Company, or if the terms or conditions
of any Restricted Stock award shall not have been satisfied, the balance of
shares subject to such option or award shall again be available for the
purposes of the Plan.  If stock appreciation rights shall be exercised under
the Plan, only the number of shares actually delivered upon the exercise of
such stock appreciation rights shall be charged against the maximum limitation
on the number of shares which may be issued under the Plan, and otherwise the
related Option shall be deemed to have terminated for a reason other than the
exercise thereof for the purpose of such maximum limitation.

3.   Administration of the Plan

     The Plan shall be administered by the Management Development and
Compensation Committee of the Board of Directors, which shall meet the
qualifications set forth in paragraph 4 (the "Committee").  Subject to the
express provisions of the Plan, the Committee shall have plenary authority to
determine the individuals to whom, and the time or times at which Options or
stock appreciation rights shall be granted, or restricted stock awarded, the
number of shares to be subject to each Option, stock appreciation right or
restricted stock award, the exercise price and duration of each Option, and
the other terms and conditions of each Option grant and stock appreciation
right, or of each restricted stock award.  Such terms and conditions may 
include provisions for repurchase by the Company of shares of Common Stock
issued pursuant to the Plan.  In making any such determination, the Committee
may take into account the nature of the services rendered by the respective
key employees, their present and potential contributions to the Company's
success, their investment in the Company and such other factors as the
Committee in its discretion shall deem relevant.  Subject to the express
provisions of the Plan, the Committee shall also have plenary authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to them, to determine the terms and provisions of the agreements with
and instruments issued to participants (which need not be identical) and to
make all other determinations necessary or advisable for the administration
of the Plan.  The Committee's determination on the matters referred to in this
paragraph 3 shall be conclusive.

4.   The Committee

     The Committee shall consist of three or more members of the Board of
Directors who are not currently, and within one year prior to appointment have
not been, eligible for selection as a person to whom Options or stock
appreciation rights may be granted, or restricted stock awarded.  However,
service by a director on the Committee shall not affect any grant or award
received by such director while not serving on the Committee.  The Committee
shall be appointed by the Board of Directors, which may from time to time
appoint members of the Committee in substitution for members previously
appointed and may fill vacancies, however caused, in the Committee.  The Board
of Directors shall select one of the members of the Committee as its Chairman. 
The Committee shall hold its meetings at such times and places as it may
determine.  All actions of the Committee shall be taken by not less than a
majority of its members.  Action may be taken without a meeting if a consent
in writing, setting forth the action, shall be signed either before or after
such action by all of the members of the Committee.  The Committee may appoint
a secretary, shall keep minutes or other records of such action, and shall
make such rules and regulations for the conduct of its business as it shall
deem advisable.

5.   Eligibility

     Participation in the Plan may be afforded only to key employees of the
Company who are not officers of the Company elected to office by the Board of
Directors, and to officers and other key employees of present and future
subsidiary corporations of the Company ("Subsidiaries") as selected by the
Committee.  Members of the Board of Directors and officers of the Company who
have been elected to office by the Board of Directors will not be eligible to
receive awards under the Plan.  Additionally, officers of the Company or its
Subsidiaries, or any other employees of the Company or its Subsidiaries who
are subject to liability under Section 16(b) of the Securities and Exchange
Act of 1934 (the "'34 Act") will not be eligible to receive awards under the
Plan.  Nothing contained in the Plan shall be construed to limit the right of
the Company to grant options or other benefits otherwise than under the Plan
in connection with the acquisition of the business or assets of any
corporation, firm or association, including options granted to employees
thereof who become employees of the Company or a Subsidiary, or for other
proper corporate purposes.

6.   Stock Options
     (a)  Subject to the express provisions of the Plan, the Committee shall
have full and complete authority to grant options under the Plan ("Options").
     (b)  Options may be granted under the Plan to eligible employees upon
such terms and conditions as the Committee in its discretion may deem
appropriate.
     (c)  The purchase price of the Common Stock under each Option shall not
be less than 100% of the fair market value of the stock at the time of the
granting of the Option.  Such fair market value shall be determined by the
Committee and may be computed by such method as the Committee shall consider
will reflect the fair market value of the Common Stock on such day.
     (d)  The term of each Option and any related stock appreciation right
shall, subject to the limitations set forth herein, be for such period (not
to exceed ten years from the date such Option is granted) as the Committee
shall determine and shall be subject to earlier termination as provided in the
Plan.
     (e)  Each Option shall vest in four annual installments of 25% each on
each January 1 following the date of grant.
     (f)  Options granted under the Plan may include stock appreciation
rights, either at the time of grant or by later amendment.  Such stock
appreciation rights shall be subject to such terms and conditions as the
Committee shall impose, including the following:
          (i)  A stock appreciation right shall not be exercisable to any
greater extent than the related Option is exercisable.
          (ii) A stock appreciation right shall be exercisable only after
the expiration of any waiting period specified by the Committee.  Any such
waiting period may be longer (but not shorter) than the waiting period, if
any, specified for the exercise of the related Option.
          (iii)     A stock appreciation right shall entitle the Option holder
to elect to surrender to the Company the Option in which it is included, or
any portion thereof, in lieu of exercising such Option, or portion thereof,
and to receive from the Company in exchange therefor that number of shares
having an aggregate value equal to the excess (if any) of the market value (as
hereinafter defined) of one share over the option price per share specified
in such Option multiplied by the total number of shares called for by the
Option or portion thereof, which is so surrendered, with a cash settlement to
be made for any fractional share interests.  In the discretion of the
Committee, the Company shall be entitled to elect instead to settle its
obligation, arising out of the exercise of a stock appreciation right, by the
payment in cash equal to the aggregate market value of the shares it would
otherwise be obligated to deliver, or the Company may elect to settle such
obligation in part with stock and in part with cash.  The Committee may agree
with any Option holder that the Company will not elect a cash settlement of
a related stock appreciation right without the prior consent of the holder. 
The market value of a share for the purposes of this paragraph 6 shall be the
closing price of a share as reported for New York Stock Exchange-Composite 
Transactions on the trading day next preceding the date on which the stock
appreciation right shall be exercised, or, if applicable, on the trading day
next preceding the date of such election by the Company.

     The Committee may provide that a stock appreciation right may be
exercised only within the sixty (60) day period following a Change in Control
(as defined in Section 13) and that any stock appreciation right exercised
within such period shall be paid in cash.

7.   Restricted Stock

     The Committee shall have full and complete authority to award shares of
Common Stock as restricted stock to eligible employees upon such terms and
conditions and subject to such restrictions as the Committee may deem
appropriate.  All awards of restricted stock shall provide that such
restricted stock shall revert to the Company to the extent that the terms,
conditions and restrictions thereon have not lapsed or been removed within
such period as the Committee shall determine, and the right to such shares may
become sooner forfeitable as provided in the Plan.  Also, any Option or
related stock appreciation right granted under the Plan may, in the discretion
of the Committee, either at the time of grant or by later amendment to which
the Option holder consents, provide for the issuance of restricted stock, in
whole or in part, upon the exercise of such Option or related stock
appreciation right, such restricted stock to be issued upon such terms and
conditions and subject to such restrictions as the Committee may deem
appropriate.  Any such restrictions may, in the discretion of the Committee,
be intended to subject the shares of Common Stock issued under such
restrictions to a substantial risk of forfeiture until such restrictions shall
lapse or be removed.

8.   Exercise of Options and Stock Appreciation Rights

     Unless otherwise provided in the Plan or the related Option, each Option
and related stock appreciation right shall be exercisable, in whole at any
time, or in part from time to time, during the term of the Option.  The
purchase price of the shares as to which an Option shall be exercised shall
be paid in full at the time of exercise.  Except as provided in paragraph 11,
no Option or related stock appreciation right may be exercised at any time
unless the holder is then an employee of the Company or of a Subsidiary and
has continuously remained an employee at all times since the date of the
granting of such Option.  The holder of an Option shall not have any rights
of a stockholder with respect to the shares covered by the Option until such
shares shall be issued to him upon exercise of the Option or related stock
appreciation right.  Upon the exercise of any Option or stock appreciation
right, any applicable taxes which the Company is required to withhold shall
be paid to the Company, and any information which the Company deems necessary
in connection with such exercise shall be supplied to the Company.

9.   Issuance of Restricted Stock

     Promptly following the award of restricted stock to an employee or the
exercise by an employee of an Option or related stock appreciation right
entitling the holder to restricted stock, the Company shall issue in the name
of the employee one or more certificates representing the shares awarded or
to be issued.  The employee shall thereupon become a stockholder of the
Company with respect to all of the shares represented by such certificate or
certificates; and unless the Committee has otherwise specified, such recipient
shall have all of the rights of a stockholder with respect to all such shares,
including the right to vote such shares and to receive dividends, if any,
declared by the Board of Directors, but subject to the terms, conditions and
restrictions specified by the Committee.  The certificate or certificates
representing restricted stock shall be inscribed with a legend referring to
the Plan and the agreement under which such restricted stock is issued, and
such certificate or certificates, along with blank stock powers, shall be
deposited with the Secretary of the Company, to be held for delivery to the
holder when the terms, conditions and restrictions specified by the Committee
shall lapse or be removed.  If the holder of restricted shares shall become
entitled to new or additional or different securities upon the occurrence of
an event such as those specified in paragraph 12 hereof, such new, additional
or different securities shall likewise be deposited with the Secretary of the
Company with blank stock powers or other instruments of transfer, to be held
subject to the same terms, conditions and restrictions specified for the
restricted stock originally awarded.  The Committee may make such provisions
as it deems appropriate in an award of restricted stock with respect to the
possible termination of the employment of the holder before the restrictions
shall otherwise lapse or be removed.

10.  Non-Transferability of Options, Stock Appreciation Rights and Restricted
     Stock

     No Option, stock appreciation right or restricted stock (before the
terms, conditions and restrictions have lapsed or been removed) shall be
transferable otherwise than by will or the laws of descent and distribution,
and an Option or stock appreciation right may be exercised, during the
lifetime of the holder, only by the holder.  An Option, stock appreciation
right or restricted stock transferred by will or the laws of descent and
distribution shall remain subject to all of the provisions of the Plan and the
agreement or instrument governing such Option, stock appreciation right or
restricted stock.

11.  Termination of Employment

     In the event of the termination of the employment of the holder of an
Option, other than by reason of death, unless otherwise provided in his option
agreement, the holder may exercise the Option and any related stock
appreciation right at any time within three months after such termination, but
in no event after the expiration of the term of the Option, if and to the
extent the holder was entitled to exercise such Option or stock appreciation
right at the date of such termination.  In the event of the death of the
holder of an Option while in the employ of the Company or of a Subsidiary, or 
while still entitled to exercise the Option as provided in the preceding
sentence, the Option and any related stock appreciation right theretofore
granted may be exercised by a legatee or legatees of the holder, or by the
holder's personal representatives or distributees, at any time thereafter
within a period of one year after the holder's death, but in no event after
the expiration of the term of such Option, if and to the extent that the
holder was entitled to exercise such Option or stock appreciation right at the
date of the holder's death.

     Options and stock appreciation rights shall not be affected by any
change of duties or position so long as the holder continues to be an employee
of the Company or of a Subsidiary.  Nothing in the Plan or in any Option,
stock appreciation right or restricted stock award shall confer on any
individual any right to continue in the employ of the Company or any of its
Subsidiaries or interfere in any way with the right of the Company or any of
its Subsidiaries to terminate an employee's employment at any time.

12.  Adjustments Upon Changes in Capitalization

     Notwithstanding any other provision of the Plan, the agreements or
instruments governing Options, stock appreciation rights and restricted stock
may contain such provisions as the Committee shall determine for the
adjustment of the number and class of shares subject to each Option, stock
appreciation right and allotment of  restricted stock and the exercise prices
and other terms, conditions and restrictions in the event of changes in or
distributions in respect of the outstanding Common Stock of the Company by
reason of stock dividends, stock splits, recapitalizations, mergers,
reorganizations, liquidations, consolidations, combinations or exchanges of
shares and the like, and, in the event of any such change in the outstanding
Common Stock of the Company, the aggregate number and class of shares
available under the Plan shall be appropriately adjusted by the Committee, and
the determination of the Committee shall be conclusive.

13.  Special Provisions Regarding Change in Control

     (a)  The Board of Directors or the Committee may from time to time make 
provisions for one or more employees respecting a possible change in control
of the Company, and to the extent that any such provisions made with the
consent of the affected employee may have the effect of accelerating the
vesting of Options, the removal of restrictions on restricted stock or
preventing an immediate termination of benefits, such provisions shall be
controlling over and shall be deemed to be an amendment of any inconsistent
terms of the agreement with the employee respecting such Options or restricted
stock, and termination of employment by any such employee in accordance with
such special provisions upon a change in control shall be deemed to be with
the consent of the Company or Subsidiary then employing such employee, for the
purposes of the Plan.
     (b)  A "change in control" shall be deemed to have occurred if:
          (i)  the stockholders of the Company approve a definitive
               agreement (A) for the merger or other business combination
               of the Company with or into another corporation pursuant to
               which the Company will not survive or will survive only as
               a subsidiary of another corporation, (B) for the sale or
               other disposition of all or substantially all of the assets
               of the Company, (C) for the merger of another corporation
               into the Company which survives if, as a result of such
               merger, less than sixty percent (60%) of the outstanding
               voting securities of the Company shall be owned in the
               aggregate immediately after such merger by the owners of
               the voting shares of the Company outstanding immediately
               prior to such merger, or (D) any combination of the
               foregoing; or
          (ii) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing
twenty percent (20%) or more of the combined voting power of the Company's
then outstanding securities; or
          (iii)     during any period of twenty-four consecutive months,
individuals who at the beginning of such period constitute the Board of
Directors cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least two-
thirds of the directors then still in office who were directors at the
beginning of the period.

14.  No Loans to Holders

     Neither the Company nor any Subsidiary may directly or indirectly lend
money to any employee for the purpose of assisting such employee to acquire
or carry shares of Common Stock issued upon the exercise of Options granted
under the Plan.

15.  Time of Granting, Issue or Award

     The effective date of the grant of any Option or stock appreciation
right or award of restricted stock shall be the date specified by the
Committee at the time it grants or awards such Option, stock appreciation
right or restricted stock, provided that such date shall not be prior to the
actual date of such grant or award.  The Committee shall promptly notify the
recipient of such grant or award, and a written agreement in the form
specified by the Committee shall promptly be duly executed and delivered by
or on behalf of the Company and the recipient.  Each such agreement and any
amendment thereof, shall contain such terms and conditions as the Committee
shall determine.  The Committee shall have the right to terminate a grant or
award if the written agreement is not signed by the recipient and returned to
the Company within thirty days after the delivery thereof.

16.  Government and Stock Exchange Regulations

     The Plan, the granting and exercise of Options and stock appreciation
rights, the award of restricted stock and the obligation of the Company to
deliver shares under the Plan shall be subject to all applicable governmental
laws, rules and regulations, and to such approvals by any governmental
agencies as may then be required, and to all applicable rules and regulations
of the principal stock exchange upon which the Common Stock may then be
listed.  The Committee may include in any agreements entered into pursuant to
the Plan provisions regarding the registration or qualification of the sale
or resale of shares acquired pursuant to the Plan.

17.  Amendment and Termination

     Unless the Plan shall theretofore have been terminated as hereinafter
provided, the Plan shall terminate on, and no Stock Option or stock
appreciation right shall be granted, and no restricted stock shall be awarded
after October 1, 2006; however, grants or awards made on or before that date
may extend beyond that date.  The Plan may be terminated, modified or amended
by the Board of Directors at any time in such respects as it shall deem
advisable, provided, however, that the Board of Directors may not permit any
member of the Board of Directors, any officer of Company elected to office by
the Board of Directors, or any officer or other employee of the Company or its
shareholders who are subject to liability under Section 16(b) of the  34 Act
to become eligible for benefits under the Plan.  No termination or
modification or amendment of the Plan may, without the consent of the employee
to whom any Option or stock appreciation right has been granted or to whom
restricted stock shall have been awarded, adversely affect the rights of such
employee under such Option, stock appreciation right or award of restricted
stock.  An outstanding Option or stock appreciation right or award of
restricted stock may be modified or amended by the Committee in such manner
as it may deem appropriate; provided, however, that no such modification or
amendment may adversely affect the rights of any employee under an outstanding
Option or stock appreciation right, or restricted stock award, without the
prior consent of the employee.

18.  Adoption

     The effective date of the Plan is the effective date approved by the
Board of Directors upon its original adoption of the Plan, which is October
1, 1996.