EXHIBIT 99.1



February 1999


To Our Stockholders:


      We are pleased to inform you that Aeroquip-Vickers, Inc. has adopted a
new share purchase rights plan. The new rights plan replaces the Company's
former rights plan, which expired on February 6, 1999.

      This action was taken after long and careful study and was not taken in
response to any pending takeover or proposed change in control of the Company.
Like the Company's expired rights plan, the plan is intended to protect the
Company and its stockholders from potentially coercive takeover practices or
takeover bids which are inconsistent with the interests of the Company and its
stockholders. The plan is not intended to deter unsolicited offers that would
provide superior long-term value to all of the Company's stockholders. The
adoption of a share purchase rights plan has become common practice in major
American companies and a well accepted approach to ensuring that all
stockholders receive a fair price and are treated equally in the event of a
takeover.

      To effect the plan, the Board of Directors declared a dividend of one
share purchase right for each outstanding share of the Company's common stock.
The distribution is being made to stockholders of record as of the close of
business on February 7, 1999.

      Under the plan, the rights will initially trade together with the
Company's common stock and will not be exercisable. Like the Company's expired
rights plan, in the absence of further board action, the rights issued under
the new plan generally will become exercisable and allow the holder to acquire
the Company's common stock at a discounted price if a person or group acquires
20 percent or more of the Company's common stock. Rights held by persons who
exceed the applicable threshold will be void. Under certain circumstances, the
rights will entitle the holder to buy shares in an acquiring entity at a
discounted price.

      The plan also includes an exchange option. In general, after the rights
become exercisable, the Board of Directors may, at its option, effect an
exchange of part or all of the rights (other than rights that have become
void) for shares of the Company's common stock. Under this option, the Company
would issue one share of common stock for each right, subject to adjustment in
certain circumstances.

      The Company's Board of Directors may, at its option, redeem all rights
for $.01 per right, generally at any time prior to the rights becoming
exercisable. The rights will expire February 7, 2009, unless earlier redeemed,
exchanged or amended by the Board of Directors.

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      The issuance of the rights is not a taxable event, will not affect the
Company's reported financial condition or results of operations (including
earnings per share), should not interfere with the Company's operating,
financing or investing activities and will not change the way in which the
Company's common stock is currently traded.
      
      A summary of the share purchase rights plan (which explains the terms
and nature of the rights) is enclosed. Stockholders are urged to review the
summary carefully and retain it with their permanent records.

      In adopting the share purchase rights plan, the Board has expressed its
confidence in the Company's future and its determination that you, our
stockholders, be given every opportunity to participate fully in that future.

On Behalf of the Board of Directors,


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